<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2000
REGISTRATION NOS. 33-75292/811-3240
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
---------------------
<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post Effective Amendment No. 18 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 66 [X]
</TABLE>
---------------------
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)
---------------------
PAULETTA P. COHN, 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_ November 2, 2000 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
TITLE OF SECURITIES BEING REGISTERED: Group and Individual
Variable Annuity Contracts
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR PLUS
Fixed and Variable Annuity
Separate Account A
For Series 1-12
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) Plus Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series
Portfolio Director Plus that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
--------------------------------------------------------------------------------
Portfolio Director Plus will be adding 20 variable account options as shown
below. Generally, however, the variable account options shown below will not be
available to participants for allocations and future investments until December
11, 2000.
--------------------------------------------------------------------------------
Additions to the Fee Tables
<TABLE>
<CAPTION>
SEPARATE ACCOUNT EXPENSES, PAGE 2 Administration
Mortality and and Total Separate
Fund Expense Risk Fee Distribution Fee Account Fee
---- ---------------- ---------------- --------------
<S> <C> <C> <C>
North American - AG Nasdaq-100(R) Index Fund 0.25% 0.75% 1.00%
North American - American Century Income & Growth Fund 0.25 0.75 1.00
North American - American Century International Growth Fund 0.25 0.75 1.00
North American - Founders Large Cap Growth Fund 0.25 0.75 1.00
North American - Founders/T. Rowe Price Small Cap Fund 0.25 0.75 1.00
North American - Putnam Opportunities Fund 0.25 0.75 1.00
North American - T. Rowe Price Blue Chip Growth Fund 0.25 0.75 1.00
North American - T. Rowe Price Health Sciences Fund 0.25 0.75 1.00
Ariel Appreciation Fund 0.25 1.00 1.25
Ariel Fund 0.25 1.00 1.25
Dreyfus Basic GNMA Fund 0.25 1.00 1.25
Evergreen Special Equity Fund, Class A 0.25 1.00 1.25
INVESCO Blue Chip Growth Fund, Investor Class 0.25 1.00 1.25
Janus Adviser Worldwide Fund 0.25 1.00 1.25
Janus Fund 0.25 1.00 1.25
Lou Holland Growth Fund 0.25 1.00 1.25
MAS Mid Cap Growth Portfolio, Advisor Class 0.25 1.00 1.25
Sit Mid Cap Growth Fund 0.25 1.00 1.25
Sit Small Cap Growth Fund 0.25 1.00 1.25
Warburg Pincus Small Company Growth Fund, Common Class 0.25 1.00 1.25
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES, PAGE 3 Other Total Fund
Management Expenses Expenses
Fees (After (After Fee (After Fee
Fund Fee Waiver) 12b-1 Fees Waiver) Waiver)
---- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R) Index Fund 0.40% -- 0.10% 0.50%
North American - American Century Income & Growth Fund 0.77 -- 0.06 0.83
North American - American Century International Growth Fund 1.00 -- 0.06 1.06
North American - Founders Large Cap Growth Fund 1.00 -- 0.06 1.06
North American - Founders/T. Rowe Price Small Cap Fund 0.90 -- 0.06 0.96
North American - Putnam Opportunities Fund 0.95 -- 0.06 1.01
North American - T. Rowe Price Blue Chip Growth Fund 0.80 -- 0.06 0.86
North American - T. Rowe Price Health Sciences Fund 1.00 -- 0.06 1.06
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
Evergreen Special Equity Fund, Class A 0.90 0.25 0.16 1.31
INVESCO Blue Chip Growth Fund, Investor Class 0.53 0.25 0.26 1.04
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, Advisor Class 0.50 0.25 0.13 0.88
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Warburg Pincus Small Company Growth Fund, Common Class 0.00 0.25 1.15 1.40
</TABLE>
Waivers and Fee Reimbursements:
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares.
Janus Adviser Worldwide Fund: Janus Capital has contractually agreed to waive
the Fund's total operating expenses (excluding brokerage commissions, interest,
taxes and extraordinary expenses) so that it will not exceed 1.20% until at
least July 31, 2003. Lou Holland Growth Fund: The Investment Manager has
contractually agreed to waive its fees and reimburse other expenses of the
Growth Fund to the extent that the Fund's total operating expenses exceed 1.35%.
This agreement may be terminated only by the Fund's Board of Trustees.
Sit Mid Cap Growth Fund: The Adviser voluntarily waived 0.25% of its fee. It may
terminate this fee waiver at any time after December 31, 2000.
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
<TABLE>
<CAPTION>
ADDITIONS TO EXAMPLE #1, PAGE 5
Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R) Index Fund $16 $49 $ 84 $184
North American - American Century Income & Growth Fund 19 59 101 219
North American - American Century International Growth Fund 21 66 113 244
North American - Founders Large Cap Growth Fund 21 66 113 244
North American - Founders/T. Rowe Price Small Cap Fund 20 63 108 233
</TABLE>
Page 2
<PAGE> 4
<TABLE>
<S> <C> <C> <C> <C>
North American - Putnam Opportunities Fund 21 64 110 238
North American - T. Rowe Price Blue Chip Growth Fund 19 60 103 223
North American - T. Rowe Price Health Sciences Fund 21 66 113 244
Ariel Appreciation Fund 26 79 136 289
Ariel Fund 26 79 135 288
Dreyfus Basic GNMA Fund 29 88 150 317
Evergreen Special Equity Fund, Class A 26 81 138 294
INVESCO Blue Chip Growth Fund, Investor Class 24 73 125 267
Janus Adviser Worldwide Fund 25 78 133 283
Janus Fund 22 67 115 248
Lou Holland Growth Fund 27 82 140 298
MAS Mid Cap Growth Portfolio, Advisor Class 22 68 117 251
Sit Mid Cap Growth Fund 23 72 123 263
Sit Small Cap Growth Fund 28 87 147 312
Warburg Pincus Small Company Growth Fund, Common Class 27 84 143 303
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS TO EXAMPLE #2, PAGE 6
Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R) Index Fund $62 $ 99 $134 $184
North American - American Century Income & Growth Fund 65 108 151 219
North American - American Century International Growth Fund 68 115 163 244
North American - Founders Large Cap Growth Fund 68 115 163 244
North American - Founders/T. Rowe Price Small Cap Fund 67 112 158 233
North American - Putnam Opportunities Fund 67 113 160 238
North American - T. Rowe Price Blue Chip Growth Fund 66 109 153 223
North American - T. Rowe Price Health Sciences Fund 68 115 163 244
Ariel Appreciation Fund 72 128 186 289
Ariel Fund 72 127 185 288
Dreyfus Basic GNMA Fund 75 136 200 317
Evergreen Special Equity Fund, Class A 72 129 188 294
INVESCO Blue Chip Growth Fund, Investor Class 70 121 175 267
Janus Adviser Worldwide Fund 71 126 183 283
Janus Fund 68 116 165 248
Lou Holland Growth Fund 73 130 190 298
MAS Mid Cap Growth Portfolio, Advisor Class 68 117 167 251
Sit Mid Cap Growth Fund 69 120 173 263
Sit Small Cap Growth Fund 74 135 197 312
Warburg Pincus Small Company Growth Fund, Common Class 73 132 193 303
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
Page 3
<PAGE> 5
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
Each of the North American funds shown above is a series of North American Funds
Variable Product Series I.
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Page 4
<PAGE> 6
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Page 5
<PAGE> 7
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR PLUS
Fixed and Variable Annuity
Separate Account A
For Series 1.20-12.20
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) Plus Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series
Portfolio Director Plus that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
--------------------------------------------------------------------------------
Portfolio Director Plus will be adding 20 variable account options as shown
below. Generally, however, the variable account options shown below will not be
available to participants for allocations and future investments until December
11, 2000.
--------------------------------------------------------------------------------
Additions to the Fee Tables
<TABLE>
<CAPTION>
SEPARATE ACCOUNT EXPENSES, PAGE 2 Administration
Mortality and and
Expense Risk Distribution Total Separate
Fund Fee Fee Account Fee
---- ------------- -------------- --------------
<S> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund 0.25% 0.55% 0.80%
North American - American Century Income & Growth Fund 0.25 0.55 0.80
North American - American Century International Growth Fund 0.25 0.55 0.80
North American - Founders Large Cap Growth Fund 0.25 0.55 0.80
North American - Founders/T. Rowe Price Small Cap Fund 0.25 0.55 0.80
North American - Putnam Opportunities Fund 0.25 0.55 0.80
North American - T. Rowe Price Blue Chip Growth Fund 0.25 0.55 0.80
North American - T. Rowe Price Health Sciences Fund 0.25 0.55 0.80
Ariel Appreciation Fund 0.25 0.80 1.05
Ariel Fund 0.25 0.80 1.05
Dreyfus Basic GNMA Fund 0.25 0.80 1.05
Evergreen Special Equity Fund, Class A 0.25 0.80 1.05
INVESCO Blue Chip Growth Fund, Investor Class 0.25 0.80 1.05
Janus Adviser Worldwide Fund 0.25 0.80 1.05
Janus Fund 0.25 0.80 1.05
Lou Holland Growth Fund 0.25 0.80 1.05
MAS Mid Cap Growth Portfolio, Advisor Class 0.25 0.80 1.05
Sit Mid Cap Growth Fund 0.25 0.80 1.05
Sit Small Cap Growth Fund 0.25 0.80 1.05
Warburg Pincus Small Company Growth Fund, Common Class 0.25 0.80 1.05
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES, PAGE 3 Management Other Total Fund
Fees Expenses Expenses
(After Fee (After Fee (After Fee
Fund Waiver) 12b-1 Fees Waiver) Waiver)
---- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund 0.40% -- 0.10% 0.50%
North American - American Century Income & Growth Fund 0.77 -- 0.06 0.83
North American - American Century International Growth Fund 1.00 -- 0.06 1.06
North American - Founders Large Cap Growth Fund 1.00 -- 0.06 1.06
North American - Founders/T. Rowe Price Small Cap Fund 0.90 -- 0.06 0.96
North American - Putnam Opportunities Fund 0.95 -- 0.06 1.01
North American - T. Rowe Price Blue Chip Growth Fund 0.80 -- 0.06 0.86
North American - T. Rowe Price Health Sciences Fund 1.00 -- 0.06 1.06
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
Evergreen Special Equity Fund, Class A 0.90 0.25 0.16 1.31
INVESCO Blue Chip Growth Fund, Investor Class 0.53 0.25 0.26 1.04
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, Advisor Class 0.50 0.25 0.13 0.88
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Warburg Pincus Small Company Growth Fund, Common Class 0.00 0.25 1.15 1.40
</TABLE>
Waivers and Fee Reimbursements:
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares.
Janus Adviser Worldwide Fund: Janus Capital has contractually agreed to waive
the Fund's total operating expenses (excluding brokerage commissions, interest,
taxes and extraordinary expenses) so that it will not exceed 1.20% until at
least July 31, 2003.
Lou Holland Growth Fund: The Investment Manager has contractually agreed to
waive its fees and reimburse other expenses of the Growth Fund to the extent
that the Fund's total operating expenses exceed 1.35%. This agreement may be
terminated only by the Fund's Board of Trustees.
Sit Mid Cap Growth Fund: The Adviser voluntarily waived 0.25% of its fee. It may
terminate this fee waiver at any time after December 31, 2000.
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
Page 2
<PAGE> 9
ADDITIONS TO EXAMPLE #1, PAGE 5
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund $14 $42 $ 73 $162
North American - American Century Income & Growth Fund 17 53 91 198
North American - American Century International Growth Fund 19 60 103 223
North American - Founders Large Cap Growth Fund 19 60 103 223
North American - Founders/T. Rowe Price Small Cap Fund 18 57 98 212
North American - Putnam Opportunities Fund 19 58 100 217
North American - T. Rowe Price Blue Chip Growth Fund 17 54 92 201
North American - T. Rowe Price Health Sciences Fund 19 60 103 223
Ariel Appreciation Fund 24 73 126 269
Ariel Fund 24 73 125 268
Dreyfus Basic GNMA Fund 27 82 140 298
Evergreen Special Equity Fund, Class A 24 75 128 274
INVESCO Blue Chip Growth Fund, Investor Class 22 67 114 247
Janus Adviser Worldwide Fund 23 72 123 263
Janus Fund 20 61 105 227
Lou Holland Growth Fund 25 76 130 278
MAS Mid Cap Growth Portfolio, Advisor Class 20 62 106 230
Sit Mid Cap Growth Fund 21 65 112 242
Sit Small Cap Growth Fund 26 81 138 293
Warburg Pincus Small Company Growth Fund, Common Class 25 78 133 283
</TABLE>
ADDITIONS TO EXAMPLE #2, PAGE 6
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund $60 $ 92 $123 $162
North American - American Century Income & Growth Fund 63 102 141 198
North American - American Century International Growth Fund 66 109 153 223
North American - Founders Large Cap Growth Fund 66 109 153 223
North American - Founders/T. Rowe Price Small Cap Fund 65 106 148 212
North American - Putnam Opportunities Fund 65 108 150 217
North American - T. Rowe Price Blue Chip Growth Fund 64 103 142 201
North American - T. Rowe Price Health Sciences Fund 66 109 153 223
Ariel Appreciation Fund 70 122 176 269
Ariel Fund 70 122 175 268
Dreyfus Basic GNMA Fund 73 130 190 298
Evergreen Special Equity Fund, Class A 70 123 178 274
INVESCO Blue Chip Growth Fund, Investor Class 68 116 164 247
Janus Adviser Worldwide Fund 69 120 173 263
Janus Fund 66 110 155 227
Lou Holland Growth Fund 71 125 180 278
MAS Mid Cap Growth Portfolio, Advisor Class 66 111 156 230
Sit Mid Cap Growth Fund 68 115 162 242
Sit Small Cap Growth Fund 72 129 188 293
Warburg Pincus Small Company Growth Fund, Common Class 71 126 183 283
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
Page 3
<PAGE> 10
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
Each of the North American funds shown above is a series of North American Funds
Variable Product Series I.
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
Page 4
<PAGE> 11
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Page 5
<PAGE> 12
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR PLUS
Fixed and Variable Annuity
Separate Account A
For Series 1.40-12.40
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) Plus Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series
Portfolio Director Plus that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
-------------------------------------------------------------------------------
Portfolio Director Plus will be adding 20 variable account options as shown
below. Generally, however, the variable account options shown below will not be
available to participants for allocations and future investments until December
11, 2000.
-------------------------------------------------------------------------------
Additions to the Fee Tables
<TABLE>
<CAPTION>
SEPARATE ACCOUNT EXPENSES, PAGE 2 Administration
Mortality and and Total Separate
Expense Risk Distribution Account
Fund Fee Fee Fee
---- ------------- -------------- --------------
<S> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund 0.25% 0.35% 0.60%
North American - American Century Income & Growth Fund 0.25 0.35 0.60
North American - American Century International Growth Fund 0.25 0.35 0.60
North American - Founders Large Cap Growth Fund 0.25 0.35 0.60
North American - Founders/T. Rowe Price Small Cap Fund 0.25 0.35 0.60
North American - Putnam Opportunities Fund 0.25 0.35 0.60
North American - T. Rowe Price Blue Chip Growth Fund 0.25 0.35 0.60
North American - T. Rowe Price Health Sciences Fund 0.25 0.35 0.60
Ariel Appreciation Fund 0.25 0.60 0.85
Ariel Fund 0.25 0.60 0.85
Dreyfus Basic GNMA Fund 0.25 0.60 0.85
Evergreen Special Equity Fund, Class A 0.25 0.60 0.85
INVESCO Blue Chip Growth Fund, Investor Class 0.25 0.60 0.85
Janus Adviser Worldwide Fund 0.25 0.60 0.85
Janus Fund 0.25 0.60 0.85
Lou Holland Growth Fund 0.25 0.60 0.85
MAS Mid Cap Growth Portfolio, Advisor Class 0.25 0.60 0.85
Sit Mid Cap Growth Fund 0.25 0.60 0.85
Sit Small Cap Growth Fund 0.25 0.60 0.85
Warburg Pincus Small Company Growth Fund, Common Class 0.25 0.60 0.85
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES, PAGE 3 Other Total Fund
Management Expenses Expenses
Fees (After (After Fee (After Fee
Fund Fee Waiver) 12b-1 Fees Waiver) Waiver)
---- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund 0.40% -- 0.10% 0.50%
North American - American Century Income & Growth Fund 0.77 -- 0.06 0.83
North American - American Century International Growth Fund 1.00 -- 0.06 1.06
North American - Founders Large Cap Growth Fund 1.00 -- 0.06 1.06
North American - Founders/T. Rowe Price Small Cap Fund 0.90 -- 0.06 0.96
North American - Putnam Opportunities Fund 0.95 -- 0.06 1.01
North American - T. Rowe Price Blue Chip Growth Fund 0.80 -- 0.06 0.86
North American - T. Rowe Price Health Sciences Fund 1.00 -- 0.06 1.06
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
Evergreen Special Equity Fund, Class A 0.90 0.25 0.16 1.31
INVESCO Blue Chip Growth Fund, Investor Class 0.53 0.25 0.26 1.04
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, Advisor Class 0.50 0.25 0.13 0.88
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Warburg Pincus Small Company Growth Fund, Common Class 0.00 0.25 1.15 1.40
</TABLE>
Waivers and Fee Reimbursements:
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares.
Janus Adviser Worldwide Fund: Janus Capital has contractually agreed to waive
the Fund's total operating expenses (excluding brokerage commissions, interest,
taxes and extraordinary expenses) so that it will not exceed 1.20% until at
least July 31, 2003.
Lou Holland Growth Fund: The Investment Manager has contractually agreed to
waive its fees and reimburse other expenses of the Growth Fund to the extent
that the Fund's total operating expenses exceed 1.35%. This agreement may be
terminated only by the Fund's Board of Trustees.
Sit Mid Cap Growth Fund: The Adviser voluntarily waived 0.25% of its fee. It may
terminate this fee waiver at any time after December 31, 2000.
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
<TABLE>
<CAPTION>
ADDITIONS TO EXAMPLE #1, PAGE 5
Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund $12 $36 $63 $139
North American - American Century Income & Growth Fund 15 46 80 176
North American - American Century International Growth Fund 17 54 92 201
North American - Founders Large Cap Growth Fund 17 54 92 201
North American - Founders/T. Rowe Price Small Cap Fund 16 51 87 190
</TABLE>
Page 2
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C>
North American - Putnam Opportunities Fund 17 52 90 196
North American - T. Rowe Price Blue Chip Growth Fund 15 47 82 179
North American - T. Rowe Price Health Sciences Fund 17 54 92 201
Ariel Appreciation Fund 22 67 115 249
Ariel Fund 22 67 115 248
Dreyfus Basic GNMA Fund 25 76 130 278
Evergreen Special Equity Fund, Class A 22 69 118 254
INVESCO Blue Chip Growth Fund, Investor Class 20 61 104 226
Janus Adviser Worldwide Fund 21 65 112 242
Janus Fund 18 55 94 206
Lou Holland Growth Fund 23 70 120 258
MAS Mid Cap Growth Portfolio, Advisor Class 18 56 96 209
Sit Mid Cap Growth Fund 19 59 102 222
Sit Small Cap Growth Fund 24 75 128 273
Warburg Pincus Small Company Growth Fund, Common Class 23 72 123 263
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS TO EXAMPLE #2, PAGE 6
Fund 1 Year 3 Years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
North American - AG Nasdaq-100(R)Index Fund $58 $ 86 $113 $139
North American - American Century Income & Growth Fund 62 96 130 176
North American - American Century International Growth Fund 64 103 142 201
North American - Founders Large Cap Growth Fund 64 103 142 201
North American - Founders/T. Rowe Price Small Cap Fund 63 100 137 190
North American - Putnam Opportunities Fund 63 102 140 196
North American - T. Rowe Price Blue Chip Growth Fund 62 97 132 179
North American - T. Rowe Price Health Sciences Fund 64 103 142 201
Ariel Appreciation Fund 68 116 165 249
Ariel Fund 68 116 165 248
Dreyfus Basic GNMA Fund 71 125 180 278
Evergreen Special Equity Fund, Class A 69 118 168 254
INVESCO Blue Chip Growth Fund, Investor Class 66 110 154 226
Janus Adviser Worldwide Fund 68 115 162 242
Janus Fund 64 104 144 206
Lou Holland Growth Fund 69 119 170 258
MAS Mid Cap Growth Portfolio, Advisor Class 64 105 146 209
Sit Mid Cap Growth Fund 66 109 152 222
Sit Small Cap Growth Fund 70 123 178 273
Warburg Pincus Small Company Growth Fund, Common Class 69 120 173 263
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
Page 3
<PAGE> 15
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
Each of the North American funds shown above is a series of North American Funds
Variable Product Series I.
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Page 4
<PAGE> 16
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Page 5
<PAGE> 17
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR 2
Fixed and Variable Annuity
Separate Account A
For Series 1-12
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) 2 Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series of
Portfolio Director 2 that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
--------------------------------------------------------------------------------
Portfolio Director 2 will be adding several new variable account options as
shown below. Generally, however, the variable account options shown below will
not be available to participants for allocations and future investments until
December 11, 2000.
--------------------------------------------------------------------------------
Additions to the Fee Tables, page 2
<TABLE>
<CAPTION>
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net Administration Separate
assets): Mortality and and Account
Expense Risk Distribution Expense Total Separate
Fund Fee Fee Reimbursement Account Fee
---- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I
North American - AG Asset 0.25% 0.75% -- 1.00%
Allocation Fund
North American - AG Capital 0.25 0.75 -- 1.00
Conservation Fund
North American - AG Government 0.25 0.75 -- 1.00
Securities Fund
North American - AG Growth 0.25 0.75 -- 1.00
& Income Fund
North American - AG International 0.25 0.75 -- 1.00
Equities Fund
North American - AG MidCap Index 0.25 0.75 -- 1.00
Fund
North American - AG Nasdaq-100(R) 0.25 0.75 -- 1.00
Index Fund
North American - AG Small Cap 0.25 0.75 -- 1.00
Index Fund
North American - American Century 0.25 0.75 -- 1.00
</TABLE>
<PAGE> 18
<TABLE>
<S> <C> <C> <C> <C>
Income & Growth Fund
North American - American Century 0.25 0.75 -- 1.00
International Growth Fund
North American - Founders Large 0.25 0.75 -- 1.00
Cap Growth Fund
North American - Founders/T. Rowe 0.25 0.75 -- 1.00
Price Small Cap Fund
North American - Putnam 0.25 0.75 -- 1.00
Opportunities Fund
North American - T. Rowe Price Blue 0.25 0.75 -- 1.00
Chip Growth Fund
North American - T. Rowe Price 0.25 0.75 -- 1.00
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 0.25 0.75 (0.25%) 0.75
Growth Lifestyle Fund
North American - AG Conservative 0.25 0.75 (0.25) 0.75
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.25 0.75 (0.25) 0.75
North American - AG High Yield 0.25 0.75 (0.25) 0.75
Bond Fund
North American - AG Moderate Growth 0.25 0.75 (0.25) 0.75
Lifestyle Fund
North American - AG 2 Money Market 0.25 0.75 (0.25) 0.75
Fund
North American - AG Socially 0.25 0.75 (0.25) 0.75
Responsible Fund
North American - AG Strategic Bond 0.25 0.75 (0.25) 0.75
Fund
North American - Goldman Sachs 0.25 0.75 (0.25) 0.75
Large Cap Growth Fund
North American International Growth 0.25 0.75 (0.25) 0.75
Fund
North American - INVESCO MidCap 0.25 0.75 (0.25) 0.75
Growth Fund
North American - J.P. Morgan Small 0.25 0.75 (0.25) 0.75
Cap Growth Fund
North American Small Cap Value 0.25 0.75 (0.25) 0.75
Fund
North American - State Street Large 0.25 0.75 (0.25) 0.75
Cap Value Fund
North American - Neuberger Berman 0.25 0.75 (0.25) 0.75
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.25 1.00 -- 1.25
Ariel Fund 0.25 1.00 -- 1.25
Dreyfus Basic GNMA Fund 0.25 1.00 -- 1.25
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.25 1.00 (0.25) 1.00
Class A
Evergreen Small Cap Value Fund, 0.25 1.00 (0.25) 1.00
Class A
</TABLE>
Page 2
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C>
Evergreen Value Fund, Class A 0.25 1.00 (0.25) 1.00
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.25 1.00 -- 1.25
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 0.25 1.00 -- 1.25
INVESCO Blue Chip Growth Fund, 0.25 1.00 -- 1.25
Investor Class
Janus Adviser Worldwide Fund 0.25 1.00 -- 1.25
Janus Fund 0.25 1.00 -- 1.25
Lou Holland Growth Fund 0.25 1.00 -- 1.25
MAS Mid Cap Growth Portfolio, 0.25 1.00 -- 1.25
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 0.25 1.00 -- 1.25
Sit Small Cap Growth Fund 0.25 1.00 -- 1.25
Vanguard LifeStrategy Conservative 0.25 1.00 -- 1.25
Growth Fund
Vanguard LifeStrategy Growth Fund 0.25 1.00 -- 1.25
Vanguard LifeStrategy Moderate 0.25 1.00 -- 1.25
Growth Fund
Warburg Pincus Small Company 0.25 1.00 -- 1.25
Growth Fund, Common Class
</TABLE>
For the funds above that reflect Separate Account Expense Reimbursement, 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 charges as shown 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 the prospectus for more
information.
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets): Total Fund
Management Fees Other Expenses Expenses (After
(After Fee (After Expense Expense
Fund Waiver) 12b-1 Fees Waiver) Waiver)
---- --------------- ---------- -------------- ---------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I
North American - AG Asset 0.50% -- 0.07% 0.57%
Allocation Fund
North American - AG Capital 0.50 -- 0.10 0.60
Conservation Fund
North American - AG Government 0.50 -- 0.09 0.59
Securities Fund
North American - AG Growth 0.75 -- 0.07 0.82
& Income Fund
North American - AG International 0.35 -- 0.08 0.43
Equities Fund
North American - AG MidCap Index 0.31 -- 0.07 0.38
Fund
North American - AG Nasdaq-100(R) 0.40 -- 0.10 0.50
Index Fund
North American - AG Small Cap 0.35 -- 0.06 0.41
Index Fund
North American - American Century 0.77 -- 0.06 0.83
Income & Growth Fund
North American - American Century 1.00 -- 0.06 1.06
International Growth Fund
</TABLE>
Page 3
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C>
North American - Founders Large 1.00 -- 0.06 1.06
Cap Growth Fund
North American - Founders/T. Rowe 0.90 -- 0.06 0.96
Price Small Cap Fund
North American - Putnam 0.95 -- 0.06 1.01
Opportunities Fund
North American - T. Rowe Price Blue 0.80 -- 0.06 0.86
Chip Growth Fund
North American - T. Rowe Price 1.00 -- 0.06 1.06
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Conservative 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.50 -- 0.30 0.80
North American - AG High Yield 0.69 -- 0.29 0.98
Bond Fund
North American - AG Moderate Growth 0.10 -- -- 0.10
Lifestyle Fund
North American - AG 2 Money Market 0.24 -- 0.30 0.54
Fund
North American - AG Socially 0.25 -- 0.30 0.55
Responsible Fund
North American - AG Strategic Bond 0.59 -- 0.29 0.88
Fund
North American - Goldman Sachs 0.52 -- 0.29 0.81
Large Cap Growth Fund
North American International Growth 0.88 -- 0.25 1.13
Fund
North American - INVESCO MidCap 0.63 -- 0.14 0.77
Growth Fund
North American - J.P. Morgan Small 0.81 -- 0.30 1.11
Cap Growth Fund
North American Small Cap Value 0.74 -- 0.22 0.96
Fund
North American - State Street Large 0.49 -- 0.31 0.80
Cap Value Fund
North American - Neuberger Berman 0.74 -- 0.29 1.03
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.89 0.25 0.29 1.43
Class A
Evergreen Small Cap Value Fund, 1.00 0.25 0.42 1.67
Class A
Evergreen Value Fund, Class A 0.50 0.25 0.25 1.00
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.90 0.25 0.16 1.31
Class A
</TABLE>
Page 4
<PAGE> 21
<TABLE>
<S> <C> <C> <C> <C>
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 0.60 -- 0.18 0.78
INVESCO Blue Chip Growth Fund, 0.53 0.25 0.26 1.04
Investor Class
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, 0.50 0.25 0.13 0.88
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Vanguard LifeStrategy Conservative 0.28 -- -- 0.28
Growth Fund
Vanguard LifeStrategy Growth Fund 0.29 -- -- 0.29
Vanguard LifeStrategy Moderate 0.29 -- -- 0.29
Growth Fund
Warburg Pincus Small Company 0.00 0.25 1.15 1.40
Growth Fund, Common Class
</TABLE>
Notes concerning the Fund Annual Expenses Table:
North American Fund Variable Product Series II: The management of the Funds
waived or reimbursed fees during the fiscal year shown. In the absence of these
waivers, management fees, other expenses and total annual portfolio operating
expenses, respectively would be: Core Bond Fund, 0.50%, 1.04% and 1.54%; High
Yield Bond Fund, 0.69%, 1.05% and 1.74%; International Growth Fund, 0.88%, 1.02%
and 1.90%; Large Cap Growth Fund, 0.52%, 0.92% and 1.44%; Large Cap Value Fund,
0.49%, 1.02% and 1.51%; Mid Cap Growth Fund, 0.63%, 1.01% and 1.64%; Mid Cap
Value Fund, 0.74%, 0.99% and 1.73%; Money Market Fund, 0.24%, 0.99% and 1.23%;
Small Cap Growth Fund, 0.81%, 0.97% and 1.78%; Small Cap Value Fund, 0.74%,
1.01% and 1.75%; Socially Responsible Fund, 0.25%, 0.98% and 1.23%; and
Strategic Bond Fund, 0.59%, 1.05% and 1.64%.
North American Fund Variable Product Series II: Total Combined Operating
Expenses based on estimated total average weighted combined operating expenses
for the Aggressive Growth Lifestyle Fund is 1.04%, Conservative Growth Lifestyle
Fund is 0.95%, and Moderate Growth Lifestyle Fund is 0.98%. Estimated Total
Combined Operating Expenses of each Lifestyle Fund is based on the Total Fund
Operating Expenses of the underlying funds and the Lifestyle Funds, assuming
each Lifestyle Fund's projected asset allocation among the underlying funds is
maintained.
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares.
Janus Adviser Worldwide Fund: Janus Capital has contractually agreed to waive
the Fund's total operating expenses (excluding brokerage commissions, interest,
taxes and extraordinary expenses) so that it will not exceed 1.20% until at
least July 31, 2003.
Lou Holland Growth Fund: The Investment Manager has contractually agreed to
waive its fees and reimburse other expenses of the Growth Fund to the extent
that the Fund's total operating expenses exceed 1.35%. This agreement may be
terminated only by the Fund's Board of Trustees.
Sit Mid Cap Growth Fund: The Adviser voluntarily waived 0.25% of its fee. It may
terminate this fee waiver at any time after December 31, 2000.
Templeton Asset Strategy Fund: On February 8, 2000, shareholders of the
Templeton Asset Allocation Fund approved a merger and reorganization that
combined the Templeton Asset Allocation Fund with the Templeton Global Asset
Allocation Fund, effective May 1, 2000. At the same time as the merger, the
Templeton Asset Allocation Fund changed its name to the Templeton Asset Strategy
Fund. The table shows restated total expenses for the Templeton Asset Strategy
Fund based on the new fund fees and the assets of the Templeton Asset Allocation
Fund as of December 31, 1999, and not the assets of the combined fund. However,
if the table reflected both the new fund fees and the fund's combined assets,
the fund's expenses after May 1, 2000 would be estimated as: Management Fees
0.60%, Other Expenses 0.14%, and Annual Expenses 0.74%.
Page 5
<PAGE> 22
Vanguard: The Vanguard LifeStrategy Funds did not incur any expenses in fiscal
year 1999. However, while the funds are expected to operate without expenses,
shareholders in the Vanguard LifeStrategy Funds indirectly bear the expenses
of the underlying Vanguard Funds in which the Funds invest. The indirect
expense ratios that the Vanguard LifeStrategy Conservative Growth Fund,
Vanguard LifeStrategy Growth Fund, and Vanguard LifeStrategy Moderate Growth
Fund incurred for the year ended December 31, 1999 was 0.28%, 0.29% and
0.29%, respectively.
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
EXAMPLE #1
<TABLE>
<CAPTION>
Fund 1 Year 3 years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset $16 $51 $88 $192
Allocation Fund
North American - AG Capital 17 52 89 195
Conservation Fund
North American - AG Government 17 51 89 194
Securities Fund
North American - AG Growth & Income 19 58 101 218
Fund
North American - AG International 15 46 80 176
Equities Fund
North American - AG MidCap Index 14 45 78 171
Fund
North American - AG Nasdaq-100(R) 16 49 84 184
Index Fund
North American - AG Small Cap Index 15 46 79 174
Fund
North American - American Century 19 59 101 219
Income & Growth Fund
North American - American Century 21 66 113 244
International Growth Fund
North American - Founders Large 21 66 113 244
Cap Growth Fund
North American - Founders/T. Rowe 20 63 108 233
Price Small Cap Fund
North American - Putnam 21 64 110 238
Opportunities Fund
North American - T. Rowe Price Blue 19 60 103 223
Chip Growth Fund
North American - T. Rowe Price 21 66 113 244
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 9 28 49 110
Growth Lifestyle Fund
North American - AG Conservative 9 28 49 110
Growth Lifestyle Fund
North American - AG Core Bond Fund 16 50 87 189
North American - AG High Yield 18 56 96 209
Bond Fund
North American - AG Moderate Growth 9 28 49 110
Lifestyle Fund
North American - AG 2 Money Market 14 42 73 161
Fund
North American - AG Socially 14 42 73 162
Responsible Fund
North American - AG Strategic Bond 17 53 91 198
Fund
</TABLE>
Page 6
<PAGE> 23
<TABLE>
<S> <C> <C> <C> <C>
North American - Goldman Sachs 16 51 87 190
Large Cap Growth Fund
North American International Growth 19 60 104 225
Fund
North American - INVESCO MidCap 16 49 85 186
Growth Fund
North American - J.P. Morgan Small 19 60 103 223
Cap Growth Fund
North American Small Cap Value 18 55 95 207
Fund
North American - State Street Large 16 50 87 189
Cap Value Fund
North American - Neuberger Berman 18 57 99 214
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 26 79 136 289
Ariel Fund 26 79 135 288
Dreyfus Basic GNMA Fund 29 88 150 317
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 25 77 132 281
Class A
Evergreen Small Cap Value Fund, 27 84 144 304
Class A
Evergreen Value Fund, Class A 21 64 110 237
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 26 81 138 294
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 21 65 111 240
INVESCO Blue Chip Growth Fund, 24 73 125 267
Investor Class
Janus Adviser Worldwide Fund 25 78 133 283
Janus Fund 22 67 115 248
Lou Holland Growth Fund 27 82 140 298
MAS Mid Cap Growth Portfolio, 22 68 117 251
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 23 72 123 263
Sit Small Cap Growth Fund 28 87 147 312
Vanguard LifeStrategy Conservative 16 50 86 187
Growth Fund
Vanguard LifeStrategy Growth Fund 16 50 86 188
Vanguard LifeStrategy Moderate 16 50 86 188
Growth Fund
Warburg Pincus Small Company 27 84 143 303
Growth Fund, Common Class
</TABLE>
EXAMPLE #2
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset $63 $101 $138 $192
Allocation Fund
North American - AG Capital 63 101 139 195
Conservation Fund
North American - AG Government 63 101 139 194
Securities Fund
</TABLE>
Page 7
<PAGE> 24
<TABLE>
<S> <C> <C> <C> <C>
North American - AG Growth & Income 65 108 151 218
Fund
North American - AG International 62 96 130 176
Equities Fund
North American - AG MidCap Index 61 95 128 171
Fund
North American - AG Nasdaq-100(R) 62 99 134 184
Index Fund
North American - AG Small Cap Index 61 96 129 174
Fund
North American - American Century 65 108 151 219
Income & Growth Fund
North American - American Century 68 115 163 244
International Growth Fund
North American - Founders Large 68 115 163 244
Cap Growth Fund
North American - Founders/T. Rowe 67 112 158 233
Price Small Cap Fund
North American - Putnam 67 113 160 238
Opportunities Fund
North American - T. Rowe Price Blue 66 109 153 223
Chip Growth Fund
North American - T. Rowe Price 68 115 163 244
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 56 78 99 110
Growth Lifestyle Fund
North American - AG Conservative 56 78 99 110
Growth Lifestyle Fund
North American - AG Core Bond Fund 63 100 137 189
North American - AG High Yield 64 105 146 209
Bond Fund
North American - AG Moderate Growth 56 78 99 110
Lifestyle Fund
North American - AG 2 Money Market 60 92 123 161
Fund
North American - AG Socially 60 92 123 162
Responsible Fund
North American - AG Strategic Bond 63 102 141 198
Fund
North American - Goldman Sachs 63 100 137 190
Large Cap Growth Fund
North American International Growth 66 110 154 225
Fund
North American - INVESCO MidCap 62 99 135 186
Growth Fund
North American - J.P. Morgan Small 66 109 153 223
Cap Growth Fund
North American Small Cap Value 64 105 145 207
Fund
North American - State Street Large 63 100 137 189
Cap Value Fund
</TABLE>
Page 8
<PAGE> 25
<TABLE>
<S> <C> <C> <C> <C>
North American - Neuberger Berman 65 107 149 214
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 72 128 186 289
Ariel Fund 72 127 185 288
Dreyfus Basic GNMA Fund 75 136 200 317
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 71 125 182 281
Class A
Evergreen Small Cap Value Fund, 73 132 194 304
Class A
Evergreen Value Fund, Class A 67 113 160 237
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 72 129 188 294
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 67 114 161 240
INVESCO Blue Chip Growth Fund, 70 121 175 267
Investor Class
Janus Adviser Worldwide Fund 71 126 183 283
Janus Fund 68 116 165 248
Lou Holland Growth Fund 73 130 190 298
MAS Mid Cap Growth Portfolio, 68 117 167 251
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 69 120 173 263
Sit Small Cap Growth Fund 74 135 197 312
Vanguard LifeStrategy Conservative 63 99 136 187
Growth Fund
Vanguard LifeStrategy Growth Fund 63 100 136 188
Vanguard LifeStrategy Moderate 63 100 136 188
Growth Fund
Warburg Pincus Small Company 73 132 193 303
Growth Fund, Common Class
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American Funds Variable Product Series I:
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - AG Asset Allocation Fund
The Fund seeks a maximum aggregate rate of return over the long-term through
controlled investment risk by adjusting its investment mix among stocks,
long-term debt securities and short-term money market securities.
Adviser: American General Advisers
North American - AG Capital Conservation Fund
The Fund seeks the highest possible total return consistent with preservation of
capital through current income and capital gains on investments in intermediate
and long-term debt instruments and other income producing securities.
Adviser: American General Advisers
North American - AG Government Securities Fund
The Fund seeks high current income and protection of capital through investments
in intermediate and long-term U.S. Government debt securities.
Adviser: American General Advisers
Page 9
<PAGE> 26
North American - AG Growth & Income Fund
The Fund seeks long-term growth of capital and, secondarily, current income
through investment in common stocks and equity-related securities.
Adviser: American General Advisers
North American - AG International Equities Fund
The Fund seeks to provide long-term growth of capital through investments
primarily in a diversified portfolio of equity and equity-related securities of
foreign issuers that, as a group, are expected to provide investment results
closely corresponding to the performance of the Morgan Stanley Capital
International, Europe, Australasia and the Far East Index.
Adviser: American General Advisers
North American - AG MidCap Index Fund
The Fund seeks to provide growth of capital through investments primarily in a
diversified portfolio of common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the Standard &
Poor's MidCap 400 Index.
Adviser: American General Advisers
North American - AG Small Cap Index Fund
The Fund seeks to provide growth of capital through investments primarily in a
diversified portfolio of common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the Russell 2000
Index.
Adviser: American General Advisers
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
Page 10
<PAGE> 27
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American Funds Variable Product Series II:
North American - AG Aggressive Growth Lifestyle Fund
The Fund seeks growth through investments in a combination of the North American
Funds Variable Product Series I or II Funds (primarily the equity funds).
Adviser: American General Advisers
North American - AG Conservative Growth Lifestyle Fund
The Fund seeks current income and low to moderate growth of capital through
investments in North American Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG Core Bond Fund
The Fund seeks the highest possible total return consistent with conservation of
capital through investment in medium to high quality fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG High Yield Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of high
yielding high risk fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG Moderate Growth Lifestyle Fund
The Fund seeks growth and current income through investments in North American
Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG 2 Money Market Fund
The Fund seeks liquidity, protection of capital and current income through
investments in short-term money market instruments.
Adviser: American General Advisers
North American - AG Socially Responsible Fund
The Fund seeks growth of capital through investment primarily in equity
securities in companies which meet the social criteria established for the Fund.
Adviser: American General Advisers
North American - AG Strategic Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of income
producing securities.
Page 11
<PAGE> 28
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - Goldman Sachs Large Cap Growth Fund
The Fund seeks long-term growth of capital through a broadly diversified
portfolio of equity securities of large cap U.S. issuers that are expected to
have better prospects for earnings growth than the growth rate of the federal
domestic economy. Dividend income is a secondary objective.
Adviser: American General Advisers
Sub-Adviser: Goldman Sachs Asset Management
North American International Growth Fund
The Fund seeks long-term capital appreciation by investing in equity securities
of non-U.S. companies, the majority of which are expected to be in developed
markets. The Fund may invest across the capitalization spectrum, although it
intends to emphasize smaller capitalization stocks.
Adviser: American General Advisers
Sub-Adviser: Thompson, Siegel & Walmsley, Inc.
North American - INVESCO MidCap Growth Fund
The Fund seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks.
Adviser: American General Advisers
Sub-Adviser: INVESCO Funds Group, Inc.
North American - J.P. Morgan Small Cap Growth Fund
The Fund seeks long-term growth from a portfolio of equity securities of small
capitalization growth companies.
Adviser: American General Advisers
Sub-Adviser: J.P. Morgan Investment Management Inc.
North American Small Cap Value Fund
The Fund seeks maximum long-term return consistent with reasonable risk to
principal by investing primarily in equity securities of small capitalization
companies in terms of revenues and/or market capitalization.
Adviser: American General Advisers
Sub-Adviser: Fiduciary Management Associates, Inc.
North American - State Street Large Cap Value Fund
The Fund seeks total returns that exceed over time the Russell 1000(R) Value
Index through investments in equity securities.
Adviser: American General Advisers
Sub-Adviser: State Street Global Advisors
North American - Neuberger Berman MidCap Value Fund
The Fund seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
Adviser: American General Advisers
Sub-Adviser: Neuberger Berman Management Inc.
Ariel Investment Trust:
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Page 12
<PAGE> 29
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Evergreen Equity Trust:
Evergreen Growth and Income Fund
The Fund seeks capital growth in the value of its shares by investing in the
securities of companies which are temporarily undervalued in the market place
but display characteristics of growth such as high return on investment and
competitive advantage in their industry.
Adviser: Evergreen Asset Management Corporation
Evergreen Small Cap Value Fund
The Fund seeks current income and capital growth in the value of its shares by
investing in common stocks of small U.S. companies (less than $1 billion in
market capitalization).
Adviser: Evergreen Asset Management Corporation
Evergreen Value Fund
The Fund seeks long-term capital growth with current income as a secondary
objective by investing at least 75% of its assets in common stocks of medium and
large-cap U.S. companies with prospects for earning growth and dividends.
Adviser: Evergreen Asset Management Corporation
Evergreen Select Equity Trust:
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
Franklin Templeton Variable Insurance Products Trust:
Templeton Asset Strategy Fund
The Fund seeks a high level of total return by investing in the stocks and bonds
of any nation, including emerging markets, and money market instruments.
Adviser: Templeton Investment Counsel, Inc.
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Page 13
<PAGE> 30
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Sit Mutual Funds:
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Vanguard LifeStrategy Conservative Growth Fund
The Fund seeks current income and low-to-moderate growth of capital by
investing in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Growth Fund
The Fund seeks growth of capital by investing in a relatively fixed combination
of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Moderate Growth Fund
The Fund seeks growth of capital and a reasonable level of current income by
investing in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Portfolio Director 2 Standard Supplement
11/1/2000
Page 14
<PAGE> 31
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR 2
Fixed and Variable Annuity
Separate Account A
For Series 1.20 - 12.20
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) 2 Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series of
Portfolio Director 2 that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
--------------------------------------------------------------------------------
Portfolio Director 2 will be adding several new variable account options as
shown below. Generally, however, the variable account options shown below will
not be available to participants for allocations and future investments until
December 11, 2000.
--------------------------------------------------------------------------------
Additions to the Fee Tables, page 2
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net Administration Separate
assets): Mortality and and Account
Expense Risk Distribution Expense Total Separate
Fund Fee Fee Reimbursement Account Fee
---- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset 0.25% 0.55% -- 0.80%
Allocation Fund
North American - AG Capital 0.25 0.55 -- 0.80
Conservation Fund
North American - AG Government 0.25 0.55 -- 0.80
Securities Fund
North American - AG Growth & 0.25 0.55 -- 0.80
Income Fund
North American - AG International 0.25 0.55 -- 0.80
Equities Fund
North American - AG MidCap Index 0.25 0.55 -- 0.80
Fund
North American - AG Nasdaq-100(R) 0.25 0.55 -- 0.80
Index Fund
North American - AG Small Cap Index 0.25 0.55 -- 0.80
Fund
North American - American Century 0.25 0.55 -- 0.80
Income & Growth Fund
</TABLE>
<PAGE> 32
<TABLE>
<S> <C> <C> <C> <C>
North American - American Century 0.25 0.55 -- 0.80
International Growth Fund
North American - Founders Large 0.25 0.55 -- 0.80
Cap Growth Fund
North American - Founders/T. Rowe 0.25 0.55 -- 0.80
Price Small Cap Fund
North American - Putnam 0.25 0.55 -- 0.80
Opportunities Fund
North American - T. Rowe Price Blue 0.25 0.55 -- 0.80
Chip Growth Fund
North American - T. Rowe Price 0.25 0.55 -- 0.80
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 0.25 0.55 (0.25%) 0.55
Growth Lifestyle Fund
North American - AG Conservative 0.25 0.55 (0.25) 0.55
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.25 0.55 (0.25) 0.55
North American - AG High Yield 0.25 0.55 (0.25) 0.55
Bond Fund
North American - AG Moderate Growth 0.25 0.55 (0.25) 0.55
Lifestyle Fund
North American - AG 2 Money Market 0.25 0.55 (0.25) 0.55
Fund
North American - AG Socially 0.25 0.55 (0.25) 0.55
Responsible Fund
North American - AG Strategic Bond 0.25 0.55 (0.25) 0.55
Fund
North American - Goldman Sachs 0.25 0.55 (0.25) 0.55
Large Cap Growth Fund
North American International Growth 0.25 0.55 (0.25) 0.55
Fund
North American - INVESCO MidCap 0.25 0.55 (0.25) 0.55
Growth Fund
North American - J.P. Morgan Small 0.25 0.55 (0.25) 0.55
Cap Growth Fund
North American Small Cap Value 0.25 0.55 (0.25) 0.55
Fund
North American - State Street Large 0.25 0.55 (0.25) 0.55
Cap Value Fund
North American - Neuberger Berman 0.25 0.55 (0.25) 0.55
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.25 0.80 -- 1.05
Ariel Fund 0.25 0.80 -- 1.05
Dreyfus Basic GNMA Fund 0.25 0.80 -- 1.05
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.25 0.80 (0.25) 0.80
Class A
Evergreen Small Cap Value Fund, 0.25 0.80 (0.25) 0.80
Class A
</TABLE>
Page 2
<PAGE> 33
<TABLE>
<S> <C> <C> <C> <C>
Evergreen Value Fund, Class A 0.25 0.80 (0.25) 0.80
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.25 0.80 -- 1.05
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 0.25 0.80 -- 1.05
INVESCO Blue Chip Growth Fund, 0.25 0.80 -- 1.05
Investor Class
Janus Adviser Worldwide Fund 0.25 0.80 -- 1.05
Janus Fund 0.25 0.80 -- 1.05
Lou Holland Growth Fund 0.25 0.80 -- 1.05
MAS Mid Cap Growth Portfolio, 0.25 0.80 -- 1.05
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 0.25 0.80 -- 1.05
Sit Small Cap Growth Fund 0.25 0.80 -- 1.05
Vanguard LifeStrategy Conservative Growth Fund 0.25 0.80 -- 1.05
Vanguard LifeStrategy Growth Fund 0.25 0.80 -- 1.05
Vanguard LifeStrategy Moderate Growth Fund 0.25 0.80 -- 1.05
Warburg Pincus Small Company 0.25 0.80 -- 1.05
Growth Fund, Common Class
</TABLE>
For the funds above that reflect Separate Account Expense Reimbursement, 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 charges as shown 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 the prospectus for more
information.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets): Total Fund
Management Fees Other Expenses Expenses (After
(After Fee (After Expense Expense Waiver)
Fund Waiver) 12b-1 Fees Waiver)
---- --------------- ---------- -------------- ---------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset 0.50% -- 0.07% 0.57%
Allocation Fund
North American - AG Capital 0.50 -- 0.10 0.60
Conservation Fund
North American - AG Government 0.50 -- 0.09 0.59
Securities Fund
North American - AG Growth & Income 0.75 -- 0.07 0.82
Fund
North American - AG International 0.35 -- 0.08 0.43
Equities Fund
North American - AG MidCap Index 0.31 -- 0.07 0.38
Fund
North American - AG Nasdaq-100(R) 0.40 -- 0.10 0.50
Index Fund
North American - AG Small Cap Index 0.35 -- 0.06 0.41
Fund
North American - American Century 0.77 -- 0.06 0.83
Income & Growth Fund
North American - American Century 1.00 -- 0.06 1.06
International Growth Fund
North American - Founders Large 1.00 -- 0.06 1.06
Cap Growth Fund
</TABLE>
Page 3
<PAGE> 34
<TABLE>
<S> <C> <C> <C> <C>
North American - Founders/T. Rowe 0.90 -- 0.06 0.96
Price Small Cap Fund
North American - Putnam 0.95 -- 0.06 1.01
Opportunities Fund
North American - T. Rowe Price Blue 0.80 -- 0.06 0.86
Chip Growth Fund
North American - T. Rowe Price 1.00 -- 0.06 1.06
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Conservative 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.50 -- 0.30 0.80
North American - AG High Yield 0.69 -- 0.29 0.98
Bond Fund
North American - AG Moderate Growth 0.10 -- -- 0.10
Lifestyle Fund
North American - AG 2 Money Market 0.24 -- 0.30 0.54
Fund
North American - AG Socially 0.25 -- 0.30 0.55
Responsible Fund
North American - AG Strategic Bond 0.59 -- 0.29 0.88
Fund
North American - Goldman Sachs 0.52 -- 0.29 0.81
Large Cap Growth Fund
North American International Growth 0.88 -- 0.25 1.13
Fund
North American - INVESCO MidCap 0.63 -- 0.14 0.77
Growth Fund
North American - J.P. Morgan Small 0.81 -- 0.30 1.11
Cap Growth Fund
North American Small Cap Value 0.74 -- 0.22 0.96
Fund
North American - State Street Large 0.49 -- 0.31 0.80
Cap Value Fund
North American - Neuberger Berman 0.74 -- 0.29 1.03
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.89 0.25 0.29 1.43
Class A
Evergreen Small Cap Value Fund, 1.00 0.25 0.42 1.67
Class A
Evergreen Value Fund, Class A 0.50 0.25 0.25 1.00
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.90 0.25 0.16 1.31
Class A
</TABLE>
Page 4
<PAGE> 35
<TABLE>
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
<S> <C> <C> <C> <C>
Templeton Asset Strategy Fund 0.60 -- 0.18 0.78
INVESCO Blue Chip Growth Fund, 0.53 0.25 0.26 1.04
Investor Class
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, 0.50 0.25 0.13 0.88
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Vanguard LifeStrategy Conservative 0.28 -- -- 0.28
Growth Fund
Vanguard LifeStrategy Growth Fund 0.29 -- -- 0.29
Vanguard LifeStrategy Moderate 0.29 -- -- 0.29
Growth Fund
Warburg Pincus Small Company 0.00 0.25 1.15 1.40
Growth Fund, Common Class
</TABLE>
Notes concerning the Fund Annual Expenses Table:
North American Fund Variable Product Series II: The management of the Funds
waived or reimbursed fees during the fiscal year shown. In the absence of these
waivers, management fees, other expenses and total annual portfolio operating
expenses, respectively would be: Core Bond Fund, 0.50%, 1.04% and 1.54%; High
Yield Bond Fund, 0.69%, 1.05% and 1.74%; International Growth Fund, 0.88%, 1.02%
and 1.90%; Large Cap Growth Fund, 0.52%, 0.92% and 1.44%; Large Cap Value Fund,
0.49%, 1.02% and 1.51%; Mid Cap Growth Fund, 0.63%, 1.01% and 1.64%; Mid Cap
Value Fund, 0.74%, 0.99% and 1.73%; Money Market Fund, 0.24%, 0.99% and 1.23%;
Small Cap Growth Fund, 0.81%, 0.97% and 1.78%; Small Cap Value Fund, 0.74%,
1.01% and 1.75%; Socially Responsible Fund, 0.25%, 0.98% and 1.23%; and
Strategic Bond Fund, 0.59%, 1.05% and 1.64%.
North American Fund Variable Product Series II: Total Combined Operating
Expenses based on estimated total average weighted combined operating expenses
for the Aggressive Growth Lifestyle Fund is 1.04%, Conservative Growth Lifestyle
Fund is 0.95%, and Moderate Growth Lifestyle Fund is 0.98%. Estimated Total
Combined Operating Expenses of each Lifestyle Fund is based on the Total Fund
Operating Expenses of the underlying funds and the Lifestyle Funds, assuming
each Lifestyle Fund's projected asset allocation among the underlying funds is
maintained.
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares.
Janus Adviser Worldwide Fund: Janus Capital has contractually agreed to waive
the Fund's total operating expenses (excluding brokerage commissions, interest,
taxes and extraordinary expenses) so that it will not exceed 1.20% until at
least July 31, 2003.
Lou Holland Growth Fund: The Investment Manager has contractually agreed to
waive its fees and reimburse other expenses of the Growth Fund to the extent
that the Fund's total operating expenses exceed 1.35%. This agreement may be
terminated only by the Fund's Board of Trustees.
Sit Mid Cap Growth Fund: The Adviser voluntarily waived 0.25% of its fee. It may
terminate this fee waiver at any time after December 31, 2000.
Templeton Asset Strategy Fund: On February 8, 2000, shareholders of the
Templeton Asset Allocation Fund approved a merger and reorganization that
combined the Templeton Asset Allocation Fund with the Templeton Global Asset
Allocation Fund, effective May 1, 2000. At the same time as the merger, the
Templeton Asset Allocation Fund changed its name to the Templeton Asset Strategy
Fund. The table shows restated total expenses for the Templeton Asset Strategy
Fund based on the new fund fees and the assets of the Templeton Asset Allocation
Fund as of December 31, 1999, and not the assets of the combined fund. However,
if the table reflected both the new fund fees and the fund's combined assets,
the fund's expenses after May 1, 2000 would be estimated as: Management Fees
0.60%, Other Expenses 0.14%, and Annual Expenses 0.74%.
Page 5
<PAGE> 36
Vanguard:The Vanguard LifeStrategy Funds did not incur any expenses in fiscal
year 1999. However, while the Funds are expected to operate without expenses,
shareholders in the Vanguard LifeStrategy Funds indirectly bear the expenses of
the underlying Vanguard Funds in which the Funds invest. The indirect expense
ratios that the Vanguard LifeStrategy Conservative Growth Fund, Vanguard
LifeStrategy Growth Fund, and Vanguard LifeStrategy Moderate Growth Fund
incurred for the year ended December 31, 1999 was 0.28%, 0.29% and 0.29%,
respectively.
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
EXAMPLE #1
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Fund 1 Year 3 years 5 Years 10 Years
---- ------ ------- ------- --------
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
<S> <C> <C> <C> <C>
North American - AG Asset $14 $45 $77 $170
Allocation Fund
North American - AG Capital 15 46 79 173
Conservation Fund
North American - AG Government 15 45 78 172
Securities Fund
North American - AG Growth & 17 52 90 197
Income Fund
North American - AG International 13 40 70 154
Equities Fund
North American - AG MidCap Index 12 39 67 148
Fund
North American - AG Nasdaq-100(R) 14 42 73 162
Index Fund
North American - AG Small Cap 13 40 69 152
Index Fund
North American - American Century 17 53 91 198
Income & Growth Fund
North American - American Century 19 60 103 223
International Growth Fund
North American - Founders Large 19 60 103 223
Cap Growth Fund
North American - Founders/T. Rowe 18 57 98 212
Price Small Cap Fund
North American - Putnam 19 58 100 217
Opportunities Fund
North American - T. Rowe Price Blue 17 54 92 201
Chip Growth Fund
North American - T. Rowe Price 19 60 103 223
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 7 22 38 86
Growth Lifestyle Fund
North American - AG Conservative 7 22 38 86
Growth Lifestyle Fund
North American - AG Core Bond 14 44 76 167
Fund
North American - AG High Yield 16 50 86 187
Bond Fund
North American - AG Moderate 7 22 38 86
Growth Lifestyle Fund
North American - AG 2 Money 12 36 62 138
Market Fund
North American - AG Socially 12 36 63 139
Responsible Fund
North American - AG Strategic Bond 15 46 80 176
Fund
</TABLE>
Page 6
<PAGE> 37
<TABLE>
<S> <C> <C> <C> <C>
North American - Goldman Sachs 14 44 77 168
Large Cap Growth Fund
North American International Growth 17 54 93 203
Fund
North American - INVESCO MidCap 14 43 75 164
Growth Fund
North American - J.P. Morgan Small 17 54 92 201
Cap Growth Fund
North American Small Cap Value 16 49 85 185
Fund
North American - State Street Large 14 44 76 167
Cap Value Fund
North American - Neuberger Berman 16 51 88 193
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 24 73 126 269
Ariel Fund 24 73 125 268
Dreyfus Basic GNMA Fund 27 82 140 298
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 23 71 122 261
Class A
Evergreen Small Cap Value Fund, 25 78 134 285
Class A
Evergreen Value Fund, Class A 19 58 100 216
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 24 75 128 274
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 19 59 101 219
INVESCO Blue Chip Growth Fund, 22 67 114 247
Investor Class
Janus Adviser Worldwide Fund 23 72 123 263
Janus Fund 20 61 105 227
Lou Holland Growth Fund 25 76 130 278
MAS Mid Cap Growth Portfolio, 20 62 106 230
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 21 65 112 242
Sit Small Cap Growth Fund 26 81 138 293
Vanguard LifeStrategy Conservative 14 43 75 165
Growth Fund
Vanguard LifeStrategy Growth Fund 14 44 76 166
Vanguard LifeStrategy Moderate 14 44 76 166
Growth Fund
Warburg Pincus Small Company 25 78 133 283
Growth Fund, Common Class
</TABLE>
EXAMPLE #2
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Fund 1 Year 3 Years 5 years 10 Years
---- ------ ------- ------- --------
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
<S> <C> <C> <C> <C>
North American - AG Asset $61 $95 $127 $170
Allocation Fund
North American - AG Capital 61 96 129 173
Conservation Fund
North American - AG Government 61 95 128 172
Securities Fund
</TABLE>
Page 7
<PAGE> 38
<TABLE>
<S> <C> <C> <C> <C>
North American - AG Growth & 63 102 140 197
Income Fund
North American - AG International 60 90 120 154
Equities Fund
North American - AG MidCap Index 59 89 117 148
Fund
North American - AG Nasdaq-100(R) 60 92 123 162
Index Fund
North American - AG Small Cap 59 90 119 152
Index Fund
North American - American Century 63 102 141 198
Income & Growth Fund
North American - American Century 66 109 153 223
International Growth Fund
North American - Founders Large 66 109 153 223
Cap Growth Fund
North American - Founders/T. Rowe 65 106 148 212
Price Small Cap Fund
North American - Putnam 65 108 150 217
Opportunities Fund
North American - T. Rowe Price Blue 64 103 142 201
Chip Growth Fund
North American - T. Rowe Price 66 109 153 223
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 54 72 88 86
Growth Lifestyle Fund
North American - AG Conservative 54 72 88 86
Growth Lifestyle Fund
North American - AG Core Bond 61 94 126 167
Fund
North American - AG High Yield 63 99 136 187
Bond Fund
North American - AG Moderate 54 72 88 86
Growth Lifestyle Fund
North American - AG 2 Money 58 86 112 138
Market Fund
North American - AG Socially 58 86 113 139
Responsible Fund
North American - AG Strategic Bond 62 96 130 176
Fund
North American - Goldman Sachs 61 94 127 168
Large Cap Growth Fund
North American International Growth 64 104 143 203
Fund
North American - INVESCO MidCap 60 93 125 164
Growth Fund
North American - J.P. Morgan Small 64 103 142 201
Cap Growth Fund
North American Small Cap Value 62 99 135 185
Fund
North American - State Street Large 61 94 126 167
Cap Value Fund
</TABLE>
Page 8
<PAGE> 39
<TABLE>
<S> <C> <C> <C> <C>
North American - Neuberger Berman 63 101 138 193
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 70 122 176 269
Ariel Fund 70 122 175 268
Dreyfus Basic GNMA Fund 73 130 190 298
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 69 120 172 261
Class A
Evergreen Small Cap Value Fund, 72 127 184 285
Class A
Evergreen Value Fund, Class A 65 107 150 216
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 70 123 178 274
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 65 108 151 219
INVESCO Blue Chip Growth Fund, 68 116 164 247
Investor Class
Janus Adviser Worldwide Fund 69 120 173 263
Janus Fund 66 110 155 227
Lou Holland Growth Fund 71 125 180 278
MAS Mid Cap Growth Portfolio, 66 111 156 230
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 68 115 162 242
Sit Small Cap Growth Fund 72 129 188 293
Vanguard LifeStrategy Conservative
Growith Fund 61 93 125 165
Vanguard LifeStrategy Growth Fund 61 94 126 166
Vanguard LifeStrategy Moderate
Growth Fund 61 94 126 166
Warburg Pincus Small Company 71 126 183 283
Growth Fund, Common Class
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American Funds Variable Product Series I:
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - AG Asset Allocation Fund
The Fund seeks a maximum aggregate rate of return over the long-term through
controlled investment risk by adjusting its investment mix among stocks,
long-term debt securities and short-term money market securities.
Adviser: American General Advisers
North American - AG Capital Conservation Fund
The Fund seeks the highest possible total return consistent with preservation of
capital through current income and capital gains on investments in intermediate
and long-term debt instruments and other income producing securities.
Adviser: American General Advisers
North American - AG Government Securities Fund
The Fund seeks high current income and protection of capital through investments
in intermediate and long-term U.S. Government debt securities.
Adviser: American General Advisers
Page 9
<PAGE> 40
North American - AG Growth & Income Fund
The Fund seeks long-term growth of capital and, secondarily, current income
through investment in common stocks and equity-related securities.
Adviser: American General Advisers
North American - AG International Equities Fund
The Fund seeks to provide long-term growth of capital through investments
primarily in a diversified portfolio of equity and equity-related securities of
foreign issuers that, as a group, are expected to provide investment results
closely corresponding to the performance of the Morgan Stanley Capital
International, Europe, Australasia and the Far East Index.
Adviser: American General Advisers
North American - AG MidCap Index Fund
The Fund seeks to provide growth of capital through investments primarily in a
diversified portfolio of common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the Standard &
Poor's MidCap 400 Index.
Adviser: American General Advisers
North American - AG Small Cap Index Fund
The Fund seeks to provide growth of capital through investments primarily in a
diversified portfolio of common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the Russell 2000
Index.
Adviser: American General Advisers
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
Page 10
<PAGE> 41
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American Funds Variable Product Series II:
North American - AG Aggressive Growth Lifestyle Fund
The Fund seeks growth through investments in a combination of the North American
Funds Variable Product Series I or II Funds (primarily the equity funds).
Adviser: American General Advisers
North American - AG Conservative Growth Lifestyle Fund
The Fund seeks current income and low to moderate growth of capital through
investments in North American Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG Core Bond Fund
The Fund seeks the highest possible total return consistent with conservation of
capital through investment in medium to high quality fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG High Yield Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of high
yielding high risk fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG Moderate Growth Lifestyle Fund
The Fund seeks growth and current income through investments in North American
Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG 2 Money Market Fund
The Fund seeks liquidity, protection of capital and current income through
investments in short-term money market instruments.
Adviser: American General Advisers
North American - AG Socially Responsible Fund
The Fund seeks growth of capital through investment primarily in equity
securities in companies which meet the social criteria established for the Fund.
Adviser: American General Advisers
North American - AG Strategic Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of income
producing securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
Page 11
<PAGE> 42
North American - Goldman Sachs Large Cap Growth Fund
The Fund seeks long-term growth of capital through a broadly diversified
portfolio of equity securities of large cap U.S. issuers that are expected to
have better prospects for earnings growth than the growth rate of the federal
domestic economy. Dividend income is a secondary objective.
Adviser: American General Advisers
Sub-Adviser: Goldman Sachs Asset Management
North American International Growth Fund
The Fund seeks long-term capital appreciation by investing in equity securities
of non-U.S. companies, the majority of which are expected to be in developed
markets. The Fund may invest across the capitalization spectrum, although it
intends to emphasize smaller capitalization stocks.
Adviser: American General Advisers
Sub-Adviser: Thompson, Siegel & Walmsley, Inc.
North American - INVESCO MidCap Growth Fund
The Fund seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks.
Adviser: American General Advisers
Sub-Adviser: INVESCO Funds Group, Inc.
North American - J.P. Morgan Small Cap Growth Fund
The Fund seeks long-term growth from a portfolio of equity securities of small
capitalization growth companies.
Adviser: American General Advisers
Sub-Adviser: J.P. Morgan Investment Management Inc.
North American Small Cap Value Fund
The Fund seeks maximum long-term return consistent with reasonable risk to
principal by investing primarily in equity securities of small capitalization
companies in terms of revenues and/or market capitalization.
Adviser: American General Advisers
Sub-Adviser: Fiduciary Management Associates, Inc.
North American - State Street Large Cap Value Fund
The Fund seeks total returns that exceed over time the Russell 1000(R) Value
Index through investments in equity securities.
Adviser: American General Advisers
Sub-Adviser: State Street Global Advisors
North American - Neuberger Berman MidCap Value Fund
The Fund seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
Adviser: American General Advisers
Sub-Adviser: Neuberger Berman Management Inc.
Ariel Investment Trust:
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Page 12
<PAGE> 43
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Evergreen Equity Trust:
Evergreen Growth and Income Fund
The Fund seeks capital growth in the value of its shares by investing in the
securities of companies which are temporarily undervalued in the market place
but display characteristics of growth such as high return on investment and
competitive advantage in their industry.
Adviser: Evergreen Asset Management Corporation
Evergreen Small Cap Value Fund
The Fund seeks current income and capital growth in the value of its shares by
investing in common stocks of small U.S. companies (less than $1 billion in
market capitalization).
Adviser: Evergreen Asset Management Corporation
Evergreen Value Fund
The Fund seeks long-term capital growth with current income as a secondary
objective by investing at least 75% of its assets in common stocks of medium and
large-cap U.S. companies with prospects for earning growth and dividends.
Adviser: Evergreen Asset Management Corporation
Evergreen Select Equity Trust:
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
Franklin Templeton Variable Insurance Products Trust:
Templeton Asset Strategy Fund
The Fund seeks a high level of total return by investing in the stocks and bonds
of any nation, including emerging markets, and money market instruments.
Adviser: Templeton Investment Counsel, Inc.
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Page 13
<PAGE> 44
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Sit Mutual Funds:
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Vanguard LifeStrategy Conservative Growth Fund
The Fund seeks current income and low-to-moderate growth of capital by
investing in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Growth Fund
The Fund seeks growth of capital by investing in a relatively fixed combination
of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Moderate Growth Fund
The Fund seeks growth of capital and a reasonable level of current income by
investing in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Portfolio Director 2 Supplement
11/1/2000
<PAGE> 45
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR 2
Fixed and Variable Annuity
Separate Account A
For Series 1.40 - 12.40
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) 2 Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series of
Portfolio Director 2 that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
-------------------------------------------------------------------------------
Portfolio Director 2 will be adding several new variable account options as
shown below. Generally, however, the variable account options shown below will
not be available to participants for allocations and future investments until
December 11, 2000.
-------------------------------------------------------------------------------
Additions to the Fee Tables, page 2
<TABLE>
<CAPTION>
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net Administration Separate
assets): Mortality and and Distribution Account Expense Total Separate
Fund Expense Risk Fee Fee Reimbursement Account Fee
---- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset 0.25% 0.35% -- 0.60%
Allocation Fund
North American - AG Capital 0.25 0.35 -- 0.60
Conservation Fund
North American - AG Government 0.25 0.35 -- 0.60
Securities Fund
North American - AG Growth & Income 0.25 0.35 -- 0.60
Fund
North American - AG International 0.25 0.35 -- 0.60
Equities Fund
North American - AG MidCap Index 0.25 0.35 -- 0.60
Fund
North American - AG Nasdaq-100(R) 0.25 0.35 -- 0.60
Index Fund
North American - AG Small Cap Index 0.25 0.35 -- 0.60
Fund
North American - American Century 0.25 0.35 -- 0.60
Income & Growth Fund
</TABLE>
<PAGE> 46
<TABLE>
<S> <C> <C> <C> <C>
North American - American Century 0.25 0.35 -- 0.60
International Growth Fund
North American - Founders Large 0.25 0.35 -- 0.60
Cap Growth Fund
North American - Founders/T. Rowe 0.25 0.35 -- 0.60
Price Small Cap Fund
North American - Putnam 0.25 0.35 -- 0.60
Opportunities Fund
North American - T. Rowe Price Blue 0.25 0.35 -- 0.60
Chip Growth Fund
North American - T. Rowe Price 0.25 0.35 -- 0.60
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 0.25 0.35 (0.25)% 0.35
Growth Lifestyle Fund
North American - AG Conservative 0.25 0.35 (0.25) 0.35
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.25 0.35 (0.25) 0.35
North American - AG High Yield 0.25 0.35 (0.25) 0.35
Bond Fund
North American - AG Moderate Growth 0.25 0.35 (0.25) 0.35
Lifestyle Fund
North American - AG 2 Money Market 0.25 0.35 (0.25) 0.35
Fund
North American - AG Socially 0.25 0.35 (0.25) 0.35
Responsible Fund
North American - AG Strategic Bond 0.25 0.35 (0.25) 0.35
Fund
North American - Goldman Sachs 0.25 0.35 (0.25) 0.35
Large Cap Growth Fund
North American International Growth 0.25 0.35 (0.25) 0.35
Fund
North American - INVESCO MidCap 0.25 0.35 (0.25) 0.35
Growth Fund
North American - J.P. Morgan Small 0.25 0.35 (0.25) 0.35
Cap Growth Fund
North American Small Cap Value 0.25 0.35 (0.25) 0.35
Fund
North American - State Street Large 0.25 0.35 (0.25) 0.35
Cap Value Fund
North American - Neuberger Berman 0.25 0.35 (0.25) 0.35
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.25 0.60 -- 0.85
Ariel Fund 0.25 0.60 -- 0.85
Dreyfus Basic GNMA Fund 0.25 0.60 -- 0.85
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.25 0.35 (0.25) 0.60
Class A
Evergreen Small Cap Value Fund, 0.25 0.35 (0.25) 0.60
Class A
</TABLE>
Page 2
<PAGE> 47
<TABLE>
<S> <C> <C> <C> <C>
Evergreen Value Fund, Class A 0.25 0.35 (0.25) 0.60
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.25 0.60 -- 0.85
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 0.25 0.60 -- 0.85
INVESCO Blue Chip Growth Fund, 0.25 0.60 -- 0.85
Investor Class
Janus Adviser Worldwide Fund 0.25 0.60 -- 0.85
Janus Fund 0.25 0.60 -- 0.85
Lou Holland Growth Fund 0.25 0.60 -- 0.85
MAS Mid Cap Growth Portfolio, 0.25 0.60 -- 0.85
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 0.25 0.60 -- 0.85
Sit Small Cap Growth Fund 0.25 0.60 -- 0.85
Vanguard LifeStrategy Conservative 0.25 0.60 -- 0.85
Growth Fund
Vanguard LifeStrategy Growth Fund 0.25 0.60 -- 0.85
Vanguard LifeStrategy Moderate 0.25 0.60 -- 0.85
Growth Fund
Warburg Pincus Small Company 0.25 0.60 -- 0.85
Growth Fund, Common Class
</TABLE>
For the funds above that reflect Separate Account Expense Reimbursement, 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 charges as shown 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 the prospectus for more
information.
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets):
Management Fees Other Expenses Total Fund
(After Fee (After Expense Expenses (After
Fund Waiver) 12b-1 Fees Waiver) Expense Waiver)
---- --------------- ---------- -------------- ---------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset 0.50% -- 0.07% 0.57%
Allocation Fund
North American - AG Capital 0.50 -- 0.10 0.60
Conservation Fund
North American - AG Government 0.50 -- 0.09 0.59
Securities Fund
North American - AG Growth & Income 0.75 -- 0.07 0.82
Fund
North American - AG International 0.35 -- 0.08 0.43
Equities Fund
North American - AG MidCap Index 0.31 -- 0.07 0.38
Fund
North American - AG Nasdaq-100(R) 0.40 -- 0.10 0.50
Index Fund
North American - AG Small Cap Index 0.35 -- 0.06 0.41
Fund
North American - American Century 0.77 -- 0.06 0.83
Income & Growth Fund
North American - American Century 1.00 -- 0.06 1.06
International Growth Fund
North American - Founders Large 1.00 -- 0.06 1.06
Cap Growth Fund
</TABLE>
Page 3
<PAGE> 48
<TABLE>
<S> <C> <C> <C> <C>
North American - Founders/T. Rowe 0.90 -- 0.06 0.96
Price Small Cap Fund
North American - Putnam 0.95 -- 0.06 1.01
Opportunities Fund
North American - T. Rowe Price Blue 0.80 -- 0.06 0.86
Chip Growth Fund
North American - T. Rowe Price 1.00 -- 0.06 1.06
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Conservative 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.50 -- 0.30 0.80
North American - AG High Yield 0.69 -- 0.29 0.98
Bond Fund
North American - AG Moderate Growth 0.10 -- -- 0.10
Lifestyle Fund
North American - AG 2 Money Market 0.24 -- 0.30 0.54
Fund
North American - AG Socially 0.25 -- 0.30 0.55
Responsible Fund
North American - AG Strategic Bond 0.59 -- 0.29 0.88
Fund
North American - Goldman Sachs 0.52 -- 0.29 0.81
Large Cap Growth Fund
North American International Growth 0.88 -- 0.25 1.13
Fund
North American - INVESCO MidCap 0.63 -- 0.14 0.77
Growth Fund
North American - J.P. Morgan Small 0.81 -- 0.30 1.11
Cap Growth Fund
North American Small Cap Value 0.74 -- 0.22 0.96
Fund
North American - State Street Large 0.49 -- 0.31 0.80
Cap Value Fund
North American - Neuberger Berman 0.74 -- 0.29 1.03
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.89 0.25 0.29 1.43
Class A
Evergreen Small Cap Value Fund, 1.00 0.25 0.42 1.67
Class A
Evergreen Value Fund, Class A 0.50 0.25 0.25 1.00
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.90 0.25 0.16 1.31
Class A
</TABLE>
Page 4
<PAGE> 49
<TABLE>
<S> <C> <C> <C> <C>
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 0.60 -- 0.18 0.78
INVESCO Blue Chip Growth Fund, 0.53 0.25 0.26 1.04
Investor Class
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, 0.50 0.25 0.13 0.88
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Vanguard LifeStrategy Conservative 0.28 -- -- 0.28
Growth Fund
Vanguard LifeStrategy Growth Fund 0.29 -- -- 0.29
Vanguard LifeStrategy Moderate 0.29 -- -- 0.29
Growth Fund
Warburg Pincus Small Company 0.00 0.25 1.15 1.40
Growth Fund, Common Class
</TABLE>
Notes concerning the Fund Annual Expenses Table:
North American Fund Variable Product Series II: The management of the Funds
waived or reimbursed fees during the fiscal year shown. In the absence of these
waivers, management fees, other expenses and total annual portfolio operating
expenses, respectively would be: Core Bond Fund, 0.50%, 1.04% and 1.54%; High
Yield Bond Fund, 0.69%, 1.05% and 1.74%; International Growth Fund, 0.88%, 1.02%
and 1.90%; Large Cap Growth Fund, 0.52%, 0.92% and 1.44%; Large Cap Value Fund,
0.49%, 1.02% and 1.51%; Mid Cap Growth Fund, 0.63%, 1.01% and 1.64%; Mid Cap
Value Fund, 0.74%, 0.99% and 1.73%; Money Market Fund, 0.24%, 0.99% and 1.23%;
Small Cap Growth Fund, 0.81%, 0.97% and 1.78%; Small Cap Value Fund, 0.74%,
1.01% and 1.75%; Socially Responsible Fund, 0.25%, 0.98% and 1.23%; and
Strategic Bond Fund, 0.59%, 1.05% and 1.64%.
North American Fund Variable Product Series II: Total Combined Operating
Expenses based on estimated total average weighted combined operating expenses
for the Aggressive Growth Lifestyle Fund is 1.04%, Conservative Growth Lifestyle
Fund is 0.95%, and Moderate Growth Lifestyle Fund is 0.98%. Estimated Total
Combined Operating Expenses of each Lifestyle Fund is based on the Total Fund
Operating Expenses of the underlying funds and the Lifestyle Funds, assuming
each Lifestyle Fund's projected asset allocation among the underlying funds is
maintained.
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares. Janus Adviser Worldwide
Fund: Janus Capital has contractually agreed to waive the Fund's total operating
expenses (excluding brokerage commissions, interest, taxes and extraordinary
expenses) so that it will not exceed 1.20% until at least July 31, 2003.
Lou Holland Growth Fund: The Investment Manager has contractually agreed to
waive its fees and reimburse other expenses of the Growth Fund to the extent
that the Fund's total operating expenses exceed 1.35%. This agreement may be
terminated only by the Fund's Board of Trustees. Sit Mid Cap Growth Fund: The
Adviser voluntarily waived 0.25% of its fee. It may terminate this fee waiver at
any time after December 31, 2000.
Templeton Asset Strategy Fund: On February 8, 2000, shareholders of the
Templeton Asset Allocation Fund approved a merger and reorganization that
combined the Templeton Asset Allocation Fund with the Templeton Global Asset
Allocation Fund, effective May 1, 2000. At the same time as the merger, the
Templeton Asset Allocation Fund changed its name to the Templeton Asset Strategy
Fund. The table shows restated total expenses for the Templeton Asset Strategy
Fund based on the new fund fees and the assets of the Templeton Asset Allocation
Fund as of December 31, 1999, and not the assets of the combined fund. However,
if the table reflected both the new fund fees and the fund's combined assets,
the fund's expenses after May 1, 2000 would be estimated as: Management Fees
0.60%, Other Expenses 0.14%, and Annual Expenses 0.74%.
Vanguard: The Vanguard LifeStrategy Funds did not incur any expenses in fiscal
year 1999. However, while the Funds are expected to operate without expenses,
shareholders in the Vanguard LifeStrategy Funds indirectly bear the expenses of
the underlying Vanguard Funds in which the Funds invest. The indirect expense
ratios that the Vanguard LifeStrategy Conservative Growth Fund, Vanguard
LifeStrategy Growth Fund, and Vanguard LifeStrategy Moderate Growth Fund
incurred for the year ended December 31, 1999 was 0.28%, 0.29% and 0.29%,
respectively.
Page 5
<PAGE> 50
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
EXAMPLE #1
<TABLE>
<CAPTION>
Fund 1 Year 3 years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset $12 $38 $67 $147
Allocation Fund
North American - AG Capital 13 39 68 150
Conservation Fund
North American - AG Government 13 39 68 149
Securities Fund
North American - AG Growth & Income 15 46 80 175
Fund
North American - AG International 11 34 59 131
Equities Fund
North American - AG MidCap Index 10 32 56 125
Fund
North American - AG Nasdaq-100(R) 12 36 63 139
Index Fund
North American - AG Small Cap Index 11 33 58 129
Fund
North American - American Century 15 46 80 176
Income & Growth Fund
North American - American Century 17 54 92 201
International Growth Fund
North American - Founders Large 17 54 92 201
Cap Growth Fund
North American - Founders/T. Rowe 16 51 87 190
Price Small Cap Fund
North American - Putnam 17 52 90 196
Opportunities Fund
North American - T. Rowe Price Blue 15 47 82 179
Chip Growth Fund
North American - T. Rowe Price 17 54 92 201
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 5 16 27 62
Growth Lifestyle Fund
North American - AG Conservative 5 16 27 62
Growth Lifestyle Fund
North American - AG Core Bond Fund 12 38 65 145
North American - AG High Yield 14 43 75 165
Bond Fund
North American - AG Moderate Growth 5 16 27 62
Lifestyle Fund
North American - AG 2 Money Market 9 30 52 115
Fund
North American - AG Socially 10 30 52 116
Responsible Fund
North American - AG Strategic Bond 13 40 70 154
Fund
</TABLE>
Page 6
<PAGE> 51
<TABLE>
<S> <C> <C> <C> <C>
North American - Goldman Sachs 12 38 66 146
Large Cap Growth Fund
North American International Growth 15 48 83 182
Fund
North American - INVESCO MidCap 12 37 64 141
Growth Fund
North American - J.P. Morgan Small 15 47 82 179
Cap Growth Fund
North American Small Cap Value 14 43 74 163
Fund
North American - State Street Large 12 38 65 145
Cap Value Fund
North American - Neuberger Berman 14 45 78 171
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 22 67 115 249
Ariel Fund 22 67 115 248
Dreyfus Basic GNMA Fund 25 76 130 278
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 21 65 111 240
Class A
Evergreen Small Cap Value Fund, 23 72 124 265
Class A
Evergreen Value Fund, Class A 17 52 89 195
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 22 69 118 254
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 17 53 91 198
INVESCO Blue Chip Growth Fund, 20 61 104 226
Investor Class
Janus Adviser Worldwide Fund 21 65 112 242
Janus Fund 18 55 94 206
Lou Holland Growth Fund 23 70 120 258
MAS Mid Cap Growth Portfolio, 18 56 96 209
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 19 59 102 222
Sit Small Cap Growth Fund 24 75 128 273
Vanguard LifeStrategy Conservative 12 37 64 142
Growth Fund
Vanguard LifeStrategy Growth Fund 12 37 65 144
Vanguard LifeStrategy Moderate 12 37 65 144
Growth Fund
Warburg Pincus Small Company 23 72 123 263
Growth Fund, Common Class
</TABLE>
EXAMPLE #2
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES I
North American - AG Asset $59 $88 $117 $147
Allocation Fund
North American - AG Capital 59 89 118 150
Conservation Fund
North American - AG Government 59 89 118 149
Securities Fund
</TABLE>
Page 7
<PAGE> 52
<TABLE>
<S> <C> <C> <C> <C>
North American - AG Growth & Income 61 96 130 175
Fund
North American - AG International 58 84 109 131
Equities Fund
North American - AG MidCap Index 57 82 106 125
Fund
North American - AG Nasdaq-100(R) 58 86 113 139
Index Fund
North American - AG Small Cap Index 57 83 108 129
Fund
North American - American Century 62 96 130 176
Income & Growth Fund
North American - American Century 64 103 142 201
International Growth Fund
North American - Founders Large 64 103 142 201
Cap Growth Fund
North American - Founders/T. Rowe 63 100 137 190
Price Small Cap Fund
North American - Putnam 63 102 140 196
Opportunities Fund
North American - T. Rowe Price Blue 62 97 132 179
Chip Growth Fund
North American - T. Rowe Price 64 103 142 201
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE PRODUCT
SERIES II
North American - AG Aggressive 52 66 77 62
Growth Lifestyle Fund
North American - AG Conservative 52 66 77 62
Growth Lifestyle Fund
North American - AG Core Bond Fund 59 88 115 145
North American - AG High Yield 61 93 125 165
Bond Fund
North American - AG Moderate Growth 52 66 77 62
Lifestyle Fund
North American - AG 2 Money Market 56 80 102 115
Fund
North American - AG Socially 56 80 102 116
Responsible Fund
North American - AG Strategic Bond 60 90 120 154
Fund
North American - Goldman Sachs 59 88 116 146
Large Cap Growth Fund
North American International Growth 62 98 133 182
Fund
North American - INVESCO MidCap 59 87 114 141
Growth Fund
North American - J.P. Morgan Small 62 97 132 179
Cap Growth Fund
North American Small Cap Value 60 93 124 163
Fund
North American - State Street Large 59 88 115 145
Cap Value Fund
</TABLE>
Page 8
<PAGE> 53
<TABLE>
<S> <C> <C> <C> <C>
North American - Neuberger Berman 61 95 128 171
MidCap Value Fund
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 68 116 165 249
Ariel Fund 68 116 165 248
Dreyfus Basic GNMA Fund 71 125 180 278
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 67 114 161 240
Class A
Evergreen Small Cap Value Fund, 70 121 174 265
Class A
Evergreen Value Fund, Class A 63 101 139 195
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 69 118 168 254
Class A
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Templeton Asset Strategy Fund 63 102 141 198
INVESCO Blue Chip Growth Fund, 66 110 154 226
Investor Class
Janus Adviser Worldwide Fund 68 115 162 242
Janus Fund 64 104 144 206
Lou Holland Growth Fund 69 119 170 258
MAS Mid Cap Growth Portfolio, 64 105 146 209
Advisor Class
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 66 109 152 222
Sit Small Cap Growth Fund 70 123 178 273
Vanguard LifeStrategy Conservative 59 87 114 142
Growth Fund
Vanguard LifeStrategy Growth Fund 59 87 115 144
Vanguard LifeStrategy Moderate 59 87 115 144
Growth Fund
Warburg Pincus Small Company 69 120 173 263
Growth Fund, Common Class
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American Funds Variable Product Series I:
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - AG Asset Allocation Fund
The Fund seeks a maximum aggregate rate of return over the long-term through
controlled investment risk by adjusting its investment mix among stocks,
long-term debt securities and short-term money market securities.
Adviser: American General Advisers
North American - AG Capital Conservation Fund
The Fund seeks the highest possible total return consistent with preservation of
capital through current income and capital gains on investments in intermediate
and long-term debt instruments and other income producing securities.
Adviser: American General Advisers
North American - AG Government Securities Fund
The Fund seeks high current income and protection of capital through investments
in intermediate and long-term U.S. Government debt securities.
Adviser: American General Advisers
Page 9
<PAGE> 54
North American - AG Growth & Income Fund
The Fund seeks long-term growth of capital and, secondarily, current income
through investment in common stocks and
equity-related securities.
Adviser: American General Advisers
North American - AG International Equities Fund
The Fund seeks to provide long-term growth of capital through investments
primarily in a diversified portfolio of equity and equity-related securities of
foreign issuers that, as a group, are expected to provide investment results
closely corresponding to the performance of the Morgan Stanley Capital
International, Europe, Australasia and the Far East Index.
Adviser: American General Advisers
North American - AG MidCap Index Fund
The Fund seeks to provide growth of capital through investments primarily in a
diversified portfolio of common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the Standard &
Poor's MidCap 400 Index.
Adviser: American General Advisers
North American - AG Small Cap Index Fund
The Fund seeks to provide growth of capital through investments primarily in a
diversified portfolio of common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the Russell 2000
Index.
Adviser: American General Advisers
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
Page 10
<PAGE> 55
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American Funds Variable Product Series II:
North American - AG Aggressive Growth Lifestyle Fund The Fund seeks growth
through investments in a combination of the North American Funds Variable
Product Series I or II Funds (primarily the equity funds).
Adviser: American General Advisers
North American - AG Conservative Growth Lifestyle Fund
The Fund seeks current income and low to moderate growth of capital through
investments in North American Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG Core Bond Fund
The Fund seeks the highest possible total return consistent with conservation of
capital through investment in medium to high quality fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG High Yield Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of high
yielding high risk fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG Moderate Growth Lifestyle Fund
The Fund seeks growth and current income through investments in North American
Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG 2 Money Market Fund
The Fund seeks liquidity, protection of capital and current income through
investments in short-term money market instruments.
Adviser: American General Advisers
North American - AG Socially Responsible Fund
The Fund seeks growth of capital through investment primarily in equity
securities in companies which meet the social
criteria established for the Fund.
Adviser: American General Advisers
North American - AG Strategic Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of income
producing securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
Page 11
<PAGE> 56
North American - Goldman Sachs Large Cap Growth Fund
The Fund seeks long-term growth of capital through a broadly diversified
portfolio of equity securities of large cap U.S. issuers that are expected to
have better prospects for earnings growth than the growth rate of the federal
domestic economy. Dividend income is a secondary objective.
Adviser: American General Advisers
Sub-Adviser: Goldman Sachs Asset Management
North American International Growth Fund
The Fund seeks long-term capital appreciation by investing in equity securities
of non-U.S. companies, the majority of which are expected to be in developed
markets. The Fund may invest across the capitalization spectrum, although it
intends to emphasize smaller capitalization stocks.
Adviser: American General Advisers
Sub-Adviser: Thompson, Siegel & Walmsley, Inc.
North American - INVESCO MidCap Growth Fund
The Fund seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks.
Adviser: American General Advisers
Sub-Adviser: INVESCO Funds Group, Inc.
North American - J.P. Morgan Small Cap Growth Fund
The Fund seeks long-term growth from a portfolio of equity securities of small
capitalization growth companies.
Adviser: American General Advisers
Sub-Adviser: J.P. Morgan Investment Management Inc.
North American Small Cap Value Fund
The Fund seeks maximum long-term return consistent with reasonable risk to
principal by investing primarily in equity securities of small capitalization
companies in terms of revenues and/or market capitalization.
Adviser: American General Advisers
Sub-Adviser: Fiduciary Management Associates, Inc.
North American - State Street Large Cap Value Fund
The Fund seeks total returns that exceed over time the Russell 1000(R) Value
Index through investments in equity securities.
Adviser: American General Advisers
Sub-Adviser: State Street Global Advisors
North American - Neuberger Berman MidCap Value Fund
The Fund seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
Adviser: American General Advisers
Sub-Adviser: Neuberger Berman Management Inc.
Ariel Investment Trust:
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Page 12
<PAGE> 57
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Evergreen Equity Trust:
Evergreen Growth and Income Fund
The Fund seeks capital growth in the value of its shares by investing in the
securities of companies which are temporarily undervalued in the market place
but display characteristics of growth such as high return on investment and
competitive advantage in their industry.
Adviser: Evergreen Asset Management Corporation
Evergreen Small Cap Value Fund
The Fund seeks current income and capital growth in the value of its shares by
investing in common stocks of small U.S.
companies (less than $1 billion in market capitalization).
Adviser: Evergreen Asset Management Corporation
Evergreen Value Fund
The Fund seeks long-term capital growth with current income as a secondary
objective by investing at least 75% of its assets in common stocks of medium and
large-cap U.S. companies with prospects for earning growth and dividends.
Adviser: Evergreen Asset Management Corporation
Evergreen Select Equity Trust:
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
Franklin Templeton Variable Insurance Products Trust:
Templeton Asset Strategy Fund
The Fund seeks a high level of total return by investing in the stocks and bonds
of any nation, including emerging markets, and money market instruments.
Adviser: Templeton Investment Counsel, Inc.
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Page 13
<PAGE> 58
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Sit Mutual Funds:
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Vanguard LifeStrategy Conservative Growth Fund
The Fund seeks current income and low-to-moderate growth of capital by investing
in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Growth Fund
The Fund seeks growth of capital by investing in a relatively fixed combination
of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Moderate Growth Fund
The Fund seeks growth of capital and a reasonable level of current income by
investing in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Portfolio Director 2 Supplement
11/1/2000
Page 14
<PAGE> 59
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
PORTFOLIO DIRECTOR
Fixed and Variable Annuity
Separate Account A
Supplement issued November 1, 2000
To the Prospectus dated May 1, 2000
Outside Cover Pages
Insert the following above "Separate Account A":
Fixed and Variable Annuity
Inside Cover Pages (changes underlined)
The Variable Annuity life Insurance Company
Units of Interest Under Group and Individual Fixed and Variable Annuity
---------
Contracts
Portfolio Director(R) Fixed and Variable Annuity
--------------------------
First paragraph, inside cover page (changes underlined)
The Variable Annuity Life Insurance Company ("VALIC") offers certain Series of
Portfolio Director that consist of group and individual fixed and variable
---------
annuity contracts (the "Contracts") to Participants in certain employer
sponsored retirement plans.
--------------------------------------------------------------------------------
Portfolio Director will be adding several new variable account options as shown
below. Generally, however, the variable account options shown below will not be
available to participants for allocations and future investments until December
11, 2000.
--------------------------------------------------------------------------------
Additions to the Fee Tables, page 2
<TABLE>
<CAPTION>
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net
assets):
Administration Separate
Mortality and and Distribution Account Expense Total Separate
Fund Expense Risk Fee Fee Reimbursement Account Fee
---- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I
North American - AG Nasdaq-100(R) 0.25% 0.75% -- 1.00%
Index Fund
North American - American Century 0.25 0.75 -- 1.00
Income & Growth Fund
North American - American Century 0.25 0.75 -- 1.00
International Growth Fund
North American - Founders Large 0.25 0.75 -- 1.00
Cap Growth Fund
North American - Founders/T. Rowe 0.25 0.75 -- 1.00
Price Small Cap Fund
North American - Putnam 0.25 0.75 -- 1.00
Opportunities Fund
North American - T. Rowe Price Blue 0.25 0.75 -- 1.00
Chip Growth Fund
North American - T. Rowe Price 0.25 0.75 -- 1.00
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 0.25 0.75 (0.25%) 0.75
Growth Lifestyle Fund
</TABLE>
<PAGE> 60
<TABLE>
<S> <C> <C> <C> <C>
North American - AG Conservative 0.25 0.75 (0.25) 0.75
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.25 0.75 (0.25) 0.75
North American - AG High Yield 0.25 0.75 (0.25) 0.75
Bond Fund
North American - AG Moderate Growth 0.25 0.75 (0.25) 0.75
Lifestyle Fund
North American - AG 2 Money
Market Fund 0.25 0.75 (0.25) 0.75
North American - AG Socially 0.25 0.75 (0.25) 0.75
Responsible Fund
North American - AG Strategic 0.25 0.75 (0.25) 0.75
Bond Fund
North American - Goldman Sachs 0.25 0.75 (0.25) 0.75
Large Cap Growth Fund
North American International Growth 0.25 0.75 (0.25) 0.75
Fund
North American - INVESCO MidCap 0.25 0.75 (0.25) 0.75
Growth Fund
North American - J.P. Morgan Small 0.25 0.75 (0.25) 0.75
Cap Growth Fund
North American Small Cap Value 0.25 0.75 (0.25) 0.75
Fund
North American - State Street Large 0.25 0.75 (0.25) 0.75
Cap Value Fund
North American - Neuberger Berman 0.25 0.75 (0.25) 0.75
MidCap Value Fund
American Century Ultra Fund 0.25 1.00 (0.21) 1.04
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.25 1.00 -- 1.25
Ariel Fund 0.25 1.00 -- 1.25
Dreyfus Basic GNMA Fund 0.25 1.00 -- 1.25
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.25 1.00 (0.25) 1.00
Class A
Evergreen Small Cap Value Fund, 0.25 1.00 (0.25) 1.00
Class A
Evergreen Value Fund, Class A 0.25 1.00 (0.25) 1.00
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.25 1.00 -- 1.25
Class A
INVESCO Blue Chip Growth Fund, 0.25 1.00 -- 1.25
Investor Class
Janus Adviser Worldwide Fund 0.25 1.00 -- 1.25
Janus Fund 0.25 1.00 -- 1.25
Lou Holland Growth Fund 0.25 1.00 -- 1.25
MAS Mid Cap Growth Portfolio, 0.25 1.00 -- 1.25
Advisor Class
Putnam Global Growth Fund, Class A 0.25 1.00 (0.25) 1.00
Putnam New Opportunities Fund, Class A 0.25 1.00 (0.25) 1.00
Putnam OTC & Emerging Growth Fund, Class A 0.25 1.00 (0.25) 1.00
</TABLE>
Page 2
<PAGE> 61
<TABLE>
<S> <C> <C> <C> <C>
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 0.25 1.00 -- 1.25
Sit Small Cap Growth Fund 0.25 1.00 -- 1.25
Templeton Foreign Fund, Class A 0.25 1.00 (0.25) 1.00
Vanguard LifeStrategy Conservative 0.25 1.00 -- 1.25
Growth Fund
Vanguard LifeStrategy Growth Fund 0.25 1.00 -- 1.25
Vanguard LifeStrategy Moderate 0.25 1.00 -- 1.25
Growth Fund
Vanguard Long-Term Corporate Fund 0.25 1.00 (0.25) 1.00
Vanguard Long-Term Treasury Fund 0.25 1.00 (0.25) 1.00
Vanguard Wellington Fund 0.25 1.00 -- 1.25
Vanguard Windsor II Fund 0.25 1.00 -- 1.25
Warburg Pincus Small Company 0.25 1.00 -- 1.25
Growth Fund, Common Class
</TABLE>
For the funds above that reflect Separate Account Expense Reimbursement (except
for Vanguard Long-Term Corporate and Treasury 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
charges as shown 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 the prospectus for more information.
Vanguard Long-Term Corporate and Treasury 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. The Separate Account Expense Reimbursement reflects a voluntary
expense reimbursement made by the Company directly to the Account Division,
which may be terminated by the Company at any time without notice.
<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets):
Other Expenses Total Fund
Management Fees (After Expense Expenses (After
Fund (After Fee Waiver) 12b-1 Fees Waiver) Expense Waiver)
---- ------------------ ---------- -------------- ---------------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I
North American - AG Nasdaq-100(R) 0.40% -- 0.10% 0.50%
Index Fund
North American - American Century 0.77 -- 0.06 0.83
Income & Growth Fund
North American - American Century 1.00 -- 0.06 1.06
International Growth Fund
North American - Founders Large 1.00 -- 0.06 1.06
Cap Growth Fund
North American - Founders/T. Rowe 0.90 -- 0.06 0.96
Price Small Cap Fund
North American - Putnam 0.95 -- 0.06 1.01
Opportunities Fund
North American - T. Rowe Price Blue 0.80 -- 0.06 0.86
Chip Growth Fund
North American - T. Rowe Price 1.00 -- 0.06 1.06
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Conservative 0.10 -- -- 0.10
Growth Lifestyle Fund
North American - AG Core Bond Fund 0.50 -- 0.30 0.80
North American - AG High Yield 0.69 -- 0.29 0.98
Bond Fund
North American - AG Moderate Growth 0.10 -- -- 0.10
Lifestyle Fund
North American - AG 2 Money 0.24 -- 0.30 0.54
Market Fund
North American - AG Socially 0.25 -- 0.30 0.55
Responsible Fund
North American - AG Strategic Bond 0.59 -- 0.29 0.88
Fund
</TABLE>
Page 3
<PAGE> 62
<TABLE>
<S> <C> <C> <C> <C>
North American - Goldman Sachs 0.52 -- 0.29 0.81
Large Cap Growth Fund
North American International Growth 0.88 -- 0.25 1.13
Fund
North American - INVESCO MidCap 0.63 -- 0.14 0.77
Growth Fund
North American - J.P. Morgan Small 0.81 -- 0.30 1.11
Cap Growth Fund
North American Small Cap Value 0.74 -- 0.22 0.96
Fund
North American - State Street Large 0.49 -- 0.31 0.80
Cap Value Fund
North American - Neuberger Berman 0.74 -- 0.29 1.03
MidCap Value Fund
American Century Ultra Fund 1.00 -- -- 1.00
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 0.75 0.25% 0.26 1.26
Ariel Fund 0.65 0.25 0.35 1.25
Dreyfus Basic GNMA Fund 0.26 -- 1.29 1.55
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 0.89 0.25 0.29 1.43
Class A
Evergreen Small Cap Value Fund, 1.00 0.25 0.42 1.67
Class A
Evergreen Value Fund, Class A 0.50 0.25 0.25 1.00
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 0.90 0.25 0.16 1.31
Class A
INVESCO Blue Chip Growth Fund, Investor 0.53 0.25 0.26 1.04
Class
Janus Adviser Worldwide Fund 0.65 0.25 0.30 1.20
Janus Fund 0.65 -- 0.20 0.85
Lou Holland Growth Fund 0.85 -- 0.50 1.35
MAS Mid Cap Growth Portfolio, Advisor Class 0.50 0.25 0.13 0.88
Putnam Global Growth Fund, Class A 0.63 0.25 0.22 1.10
Putnam New Opportunities Fund, Class A 0.48 0.25 0.20 0.93
Putnam OTC & Emerging Growth Fund, Class A 0.55 0.25 0.18 0.98
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 1.00 -- -- 1.00
Sit Small Cap Growth Fund 1.50 -- -- 1.50
Templeton Foreign Fund, Class A 0.61 0.25 0.27 1.13
Vanguard LifeStrategy Conservative 0.28 -- -- 0.28
Growth Fund
Vanguard LifeStrategy Growth Fund 0.29 -- -- 0.29
Vanguard LifeStrategy Moderate 0.29 -- -- 0.29
Growth Fund
Vanguard Long-Term Corporate 0.28 -- 0.02 0.30
Fund
Vanguard Long-Term Treasury Fund 0.25 -- 0.03 0.28
Vanguard Wellington Fund 0.28 -- 0.02 0.30
Vanguard Windsor II Fund 0.35 -- 0.02 0.37
Warburg Pincus Small Company 0.00 0.25 1.15 1.40
Growth Fund, Common Class
</TABLE>
Notes concerning the Fund Annual Expenses Table:
North American Fund Variable Product Series II: The management of the Funds
waived or reimbursed fees during the fiscal year shown. In the absence of these
waivers, management fees, other expenses and total annual portfolio operating
expenses, respectively would be: Core Bond Fund, 0.50%, 1.04% and 1.54%; High
Yield Bond Fund, 0.69%, 1.05% and 1.74%; International Growth Fund, 0.88%, 1.02%
and 1.90%; Large Cap Growth Fund, 0.52%, 0.92% and 1.44%; Large Cap Value Fund,
0.49%, 1.02% and 1.51%; Mid Cap Growth Fund, 0.63%, 1.01% and 1.64%; Mid Cap
Value Fund, 0.74%, 0.99% and 1.73%; Money Market Fund, 0.24%, 0.99% and 1.23%;
Small Cap
Page 4
<PAGE> 63
Growth Fund, 0.81%, 0.97% and 1.78%; Small Cap Value Fund, 0.74%, 1.01% and
1.75%; Socially Responsible Fund, 0.25%, 0.98% and 1.23%; and Strategic Bond
Fund, 0.59%, 1.05% and 1.64%.
North American Fund Variable Product Series II: Total Combined Operating
Expenses based on estimated total average weighted combined operating expenses
for the Aggressive Growth Lifestyle Fund is 1.04%, Conservative Growth Lifestyle
Fund is 0.95%, and Moderate Growth Lifestyle Fund is 0.98%. Estimated Total
Combined Operating Expenses of each Lifestyle Fund is based on the Total Fund
Operating Expenses of the underlying funds and the Lifestyle Funds, assuming
each Lifestyle Fund's projected asset allocation among the underlying funds is
maintained.
Dreyfus Basic GNMA Fund: During 1999, Dreyfus waived a portion of its fee so
that the effective management fee paid by the fund was 0.26%. This waiver
reflects an undertaking by Dreyfus to limit fund expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, to 0.65%. This
undertaking may be terminated upon 90 days' notice to shareholders.
Evergreen Special Equity Fund: The Fund's investment advisor may reduce or waive
its fees or reimburse a fund for certain expenses in order to reduce expense
ratios. The Fund's investment advisor may cease these waivers or reimbursements
at any time. Including fee waivers and expense reimbursements and restating to
reflect current fees, estimated total fund operating expenses for the fiscal
year ending 6/30/2000 would be 1.31% for Class A shares.
Janus Adviser Worldwide Fund: Janus Capital has contractually agreed to waive
the Fund's total operating expenses (excluding brokerage commissions, interest,
taxes and extraordinary expenses) so that it will not exceed 1.20% until at
least July 31, 2003.
Lou Holland Growth Fund: The Investment Manager has contractually agreed to
waive its fees and reimburse other expenses of the Growth Fund to the extent
that the Fund's total operating expenses exceed 1.35%. This agreement may be
terminated only by the Fund's Board of Trustees.
Sit Mid Cap Growth Fund: The Adviser voluntarily waived 0.25% of its fee. It may
terminate this fee waiver at any time after December 31, 2000.
Templeton Asset Strategy Fund: On February 8, 2000, shareholders of the
Templeton Asset Allocation Fund approved a merger and reorganization that
combined the Templeton Asset Allocation Fund with the Templeton Global Asset
Allocation Fund, effective May 1, 2000. At the same time as the merger, the
Templeton Asset Allocation Fund changed its name to the Templeton Asset Strategy
Fund. The table shows restated total expenses for the Templeton Asset Strategy
Fund based on the new fund fees and the assets of the Templeton Asset Allocation
Fund as of December 31, 1999, and not the assets of the combined fund. However,
if the table reflected both the new fund fees and the fund's combined assets,
the fund's expenses after May 1, 2000 would be estimated as: Management Fees
0.60%, Other Expenses 0.14%, and Annual Expenses 0.74%.
Vanguard: The Vanguard LifeStrategy Funds did not incur any expenses in fiscal
year 1999. However, while the Funds are expected to operate without expenses,
shareholders in the Vanguard LifeStrategy Funds indirectly bear the expenses of
the underlying Vanguard Funds in which the Funds invest. The indirect expense
ratios that the Vanguard LifeStrategy Conservative Growth Fund, Vanguard
LifeStrategy Growth Fund, and Vanguard LifeStrategy Moderate Growth Fund
incurred for the year ended December 31, 1999 was 0.28%, 0.29% and 0.29%,
respectively.
Warburg Pincus Small Company Growth Fund: Fee waivers and expense reimbursements
or credits reduced expenses for the Fund during 1999 but may be discontinued at
any time.
EXAMPLE #1
<TABLE>
<CAPTION>
Fund 1 Year 3 years 5 Years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I
North American - AG Nasdaq-100(R) $16 $49 $ 84 $184
Index Fund
North American - American Century 19 59 101 219
Income & Growth Fund
North American - American Century 21 66 113 244
International Growth Fund
North American - Founders Large 21 66 113 244
Cap Growth Fund
North American - Founders/T. Rowe 20 63 108 233
Price Small Cap Fund
North American - Putnam 21 64 110 238
Opportunities Fund
North American - T. Rowe Price Blue 19 60 103 223
Chip Growth Fund
North American - T. Rowe Price 21 66 113 244
Health Sciences Fund
</TABLE>
Page 5
<PAGE> 64
<TABLE>
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 9 28 49 110
Growth Lifestyle Fund
North American - AG Conservative 9 28 49 110
Growth Lifestyle Fund
North American - AG Core Bond Fund 16 50 87 189
North American - AG High Yield 18 56 96 209
Bond Fund
North American - AG Moderate Growth 9 28 49 110
Lifestyle Fund
North American - AG 2 Money 14 42 73 161
Market Fund
North American - AG Socially 14 42 73 162
Responsible Fund
North American - AG Strategic Bond 17 53 91 198
Fund
North American - Goldman Sachs 16 51 87 190
Large Cap Growth Fund
North American International Growth 19 60 104 225
Fund
North American - INVESCO MidCap 16 49 85 186
Growth Fund
North American - J.P. Morgan Small 19 60 103 223
Cap Growth Fund
North American Small Cap Value 18 55 95 207
Fund
North American - State Street Large 16 50 87 189
Cap Value Fund
North American - Neuberger Berman 18 57 99 214
MidCap Value Fund
American Century Ultra Fund 21 65 112 241
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 26 79 136 289
Ariel Fund 26 79 135 288
Dreyfus Basic GNMA Fund 29 88 150 317
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 25 77 132 281
Class A
Evergreen Small Cap Value Fund, 27 84 144 304
Class A
Evergreen Value Fund, Class A 21 64 110 237
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 26 81 138 294
Class A
INVESCO Blue Chip Growth Fund, 24 73 125 267
Investor Class
Janus Adviser Worldwide Fund 25 78 133 283
Janus Fund 22 67 115 248
Lou Holland Growth Fund 27 82 140 298
MAS Mid Cap Growth Portfolio, 22 68 117 251
Advisor Class
</TABLE>
Page 6
<PAGE> 65
<TABLE>
<S> <C> <C> <C> <C>
Putnam Global Growth Fund, Class A 22 67 115 248
Putnam New Opportunities Fund, Class A 20 62 106 230
Putnam OTC & Emerging Growth Fund, Class A 21 63 109 235
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 23 72 123 263
Sit Small Cap Growth Fund 28 87 147 312
Templeton Foreign Fund, Class A 22 68 117 251
Vanguard LifeStrategy Conservative 16 50 86 187
Growth Fund
Vanguard LifeStrategy Growth 16 50 86 188
Fund
Vanguard LifeStrategy Moderate 16 50 86 188
Growth Fund
Vanguard Long-Term 14 42 73 162
Corporate Fund
Vanguard Long-Term Treasury Fund 13 42 72 159
Vanguard Wellington Fund 16 50 87 189
Vanguard Windsor II Fund 17 52 90 197
Warburg Pincus Small Company 27 84 143 303
Growth Fund, Common Class
</TABLE>
EXAMPLE #2
<TABLE>
<CAPTION>
Fund 1 Year 3 Years 5 years 10 Years
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES I
North American - AG Nasdaq-100(R) $62 $99 $134 $184
Index Fund
North American - American Century 65 108 151 219
Income & Growth Fund
North American - American Century 68 115 163 244
International Growth Fund
North American - Founders Large 68 115 163 244
Cap Growth Fund
North American - Founders/T. Rowe 67 112 158 233
Price Small Cap Fund
North American - Putnam 67 113 160 238
Opportunities Fund
North American - T. Rowe Price Blue 66 109 153 223
Chip Growth Fund
North American - T. Rowe Price 68 115 163 244
Health Sciences Fund
NORTH AMERICAN FUNDS VARIABLE
PRODUCT SERIES II
North American - AG Aggressive 56 78 99 110
Growth Lifestyle Fund
North American - AG Conservative 56 78 99 110
Growth Lifestyle Fund
North American - AG Core Bond Fund 63 100 137 189
North American - AG High Yield 64 105 146 209
Bond Fund
North American - AG Moderate 56 78 99 110
Growth Lifestyle Fund
North American - AG 2 Money 60 92 123 161
Market Fund
North American - AG Socially 60 92 123 162
Responsible Fund
North American - AG Strategic Bond 63 102 141 198
Fund
North American - Goldman Sachs 63 100 137 190
Large Cap Growth Fund
North American International Growth 66 110 154 225
Fund
</TABLE>
Page 7
<PAGE> 66
<TABLE>
<S> <C> <C> <C> <C>
North American - INVESCO MidCap 62 99 135 186
Growth Fund
North American - J.P. Morgan Small 66 109 153 223
Cap Growth Fund
North American Small Cap Value 64 105 145 207
Fund
North American - State Street Large 63 100 137 189
Cap Value Fund
North American - Neuberger Berman 65 107 149 214
MidCap Value Fund
American Century Ultra Fund 67 114 162 241
ARIEL INVESTMENT TRUST
Ariel Appreciation Fund 72 128 186 289
Ariel Fund 72 127 185 288
Dreyfus Basic GNMA Fund 75 136 200 317
EVERGREEN EQUITY TRUST
Evergreen Growth and Income Fund, 71 125 182 281
Class A
Evergreen Small Cap Value Fund, 73 132 194 304
Class A
Evergreen Value Fund, Class A 67 113 160 237
EVERGREEN SELECT EQUITY TRUST
Evergreen Special Equity Fund, 72 129 188 294
Class A
INVESCO Blue Chip Growth Fund, 70 121 175 267
Investor Class
Janus Adviser Worldwide Fund 71 126 183 283
Janus Fund 68 116 165 248
Lou Holland Growth Fund 73 130 190 298
MAS Mid Cap Growth Portfolio, 68 117 167 251
Advisor Class
Putnam Global Growth Fund, Class A 68 116 165 248
Putnam New Opportunities Fund, Class A 66 111 156 230
Putnam OTC & Emerging Growth Fund, Class A 67 113 159 235
SIT MUTUAL FUNDS
Sit Mid Cap Growth Fund 69 120 173 263
Sit Small Cap Growth Fund 74 135 197 312
Templeton Foreign Fund, Class A 68 117 167 251
Vanguard LifeStrategy Conservative 63 99 136 187
Growth Fund
Vanguard LifeStrategy Growth 63 100 136 188
Fund
Vanguard LifeStrategy Moderate 63 100 136 188
Growth Fund
Vanguard Long-Term Corporate 60 92 123 162
Fund
Vanguard Long-Term Treasury Fund 60 92 122 159
Vanguard Wellington Fund 63 100 137 189
Vanguard Windsor II Fund 63 102 140 197
Warburg Pincus Small Company 73 132 193 303
Growth Fund, Common Class
</TABLE>
SUMMARY (OF INVESTMENT OBJECTIVES), PAGE 7
North American Funds Variable Product Series I:
North American - AG Nasdaq-100(R) Index Fund
The Fund seeks long-term capital growth through investments in the stocks that
are included in the Nasdaq-100 Index(R).
Adviser: American General Advisers, a division of VALIC
Sub-Adviser: American General Investment Management, L.P.
North American - American Century Income & Growth Fund
The Fund seeks dividend growth, current income and capital appreciation by
investing in common stocks. Current income is a secondary consideration.
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<PAGE> 67
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - American Century International Growth Fund
The Fund seeks capital growth through investments primarily in equity securities
of issuers in developed foreign countries.
Adviser: American General Advisers
Sub-Adviser: American Century Investment Management, Inc.
North American - Founders Large Cap Growth Fund
The Fund seeks long-term growth of capital. The Fund normally will invest at
least 65% of its total assets in common stocks of well-established, high-quality
growth companies.
Adviser: American General Advisers
Sub-Adviser: Founders Asset Management LLC
North American - Founders/T. Rowe Price Small Cap Fund
The Fund seeks to provide long-term capital growth by investing primarily in the
stocks of small companies. It will invest at least 65% of its total assets in
stocks of small companies.
Adviser: American General Advisers
Co-Sub-Advisers: Founders Asset Management LLC and T. Rowe Price Associates,
Inc.
North American - Putnam Opportunities Fund
The Fund seeks capital appreciation through investments in common stocks. It
invests mainly in common stocks of large U.S. companies, with a focus on growth
stocks (those the manager believes whose earnings will grow faster than the
economy, with a resultant price increase).
Adviser: American General Advisers
Sub-Adviser: Putnam Investment Management, Inc.
North American - T. Rowe Price Blue Chip Growth Fund
The Fund seeks long-term capital growth. Income is a secondary objective. The
Fund pursues long-term capital appreciation by normally investing at least 65%
of total assets in the common stocks of large and medium-sized blue chip growth
companies.
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American - T. Rowe Price Health Sciences Fund
The Fund seeks long-term capital growth. The Fund pursues long-term capital
appreciation by normally investing at least 65% of total assets in the common
stocks of companies engaged in the research, development, production, or
distribution of products or services related to health care, medicine, or the
life sciences (collectively termed "health sciences").
Adviser: American General Advisers
Sub-Adviser: T. Rowe Price Associates, Inc.
North American Funds Variable Product Series II:
North American - AG Aggressive Growth Lifestyle Fund
The Fund seeks growth through investments in a combination of the North American
Funds Variable Product Series I or II Funds (primarily the equity funds).
Adviser: American General Advisers
North American - AG Conservative Growth Lifestyle Fund
The Fund seeks current income and low to moderate growth of capital through
investments in North American Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
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North American - AG Core Bond Fund
The Fund seeks the highest possible total return consistent with conservation of
capital through investment in medium to high quality fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG High Yield Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of high
yielding high risk fixed income securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - AG Moderate Growth Lifestyle Fund
The Fund seeks growth and current income through investments in North American
Funds Variable Product Series I or II Funds.
Adviser: American General Advisers
North American - AG 2 Money Market Fund
The Fund seeks liquidity, protection of capital and current income through
investments in short-term money market instruments.
Adviser: American General Advisers
North American - AG Socially Responsible Fund
The Fund seeks growth of capital through investment primarily in equity
securities in companies which meet the social criteria established for the Fund.
Adviser: American General Advisers
North American - AG Strategic Bond Fund
The Fund seeks the highest possible total return and income consistent with
conservation of capital through investment in a diversified portfolio of income
producing securities.
Adviser: American General Advisers
Sub-Adviser: American General Investment Management, L.P.
North American - Goldman Sachs Large Cap Growth Fund
The Fund seeks long-term growth of capital through a broadly diversified
portfolio of equity securities of large cap U.S. issuers that are expected to
have better prospects for earnings growth than the growth rate of the federal
domestic economy. Dividend income is a secondary objective.
Adviser: American General Advisers
Sub-Adviser: Goldman Sachs Asset Management
North American International Growth Fund
The Fund seeks long-term capital appreciation by investing in equity securities
of non-U.S. companies, the majority of which are expected to be in developed
markets. The Fund may invest across the capitalization spectrum, although it
intends to emphasize smaller capitalization stocks.
Adviser: American General Advisers
Sub-Adviser: Thompson, Siegel & Walmsley, Inc.
North American - INVESCO MidCap Growth Fund
The Fund seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks.
Adviser: American General Advisers
Sub-Adviser: INVESCO Funds Group, Inc.
North American - J.P. Morgan Small Cap Growth Fund
The Fund seeks long-term growth from a portfolio of equity securities of small
capitalization growth companies.
Adviser: American General Advisers
Sub-Adviser: J.P. Morgan Investment Management Inc.
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North American Small Cap Value Fund
The Fund seeks maximum long-term return consistent with reasonable risk to
principal by investing primarily in equity securities of small capitalization
companies in terms of revenues and/or market capitalization.
Adviser: American General Advisers
Sub-Adviser: Fiduciary Management Associates, Inc.
North American - State Street Large Cap Value Fund
The Fund seeks total returns that exceed over time the Russell 1000(R)Value
Index through investments in equity securities.
Adviser: American General Advisers
Sub-Adviser: State Street Global Advisors
North American - Neuberger Berman MidCap Value Fund
The Fund seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
Adviser: American General Advisers
Sub-Adviser: Neuberger Berman Management Inc.
American Century Ultra Fund
The Fund seeks capital growth through investments primarily in common stocks
that are considered to have better-than-average prospects for appreciation.
Adviser: American Century Investment Management, Inc.
Ariel Investment Trust:
Ariel Appreciation Fund
The Fund seeks long-term capital appreciation by investing primarily in
medium-sized company stocks.
Adviser: Ariel Capital Management, Inc.
Ariel Fund
The Fund seeks long-term capital appreciation primarily through investment in
small company stocks.
Adviser: Ariel Capital Management, Inc.
Dreyfus Basic GNMA Fund
The Fund seeks a high level of current income as is consistent with the
preservation of capital. To pursue this goal, the Fund normally invests at least
65% of its net assets in GNMA certificates (popularly called "Ginnie Maes"),
which are guaranteed as to timely payment of principal and interest by the
Government National Mortgage Association.
Adviser: The Dreyfus Corporation
Evergreen Equity Trust:
Evergreen Growth and Income Fund
The Fund seeks capital growth in the value of its shares by investing in the
securities of companies which are temporarily undervalued in the market place
but display characteristics of growth such as high return on investment and
competitive advantage in their industry.
Adviser: Evergreen Asset Management Corporation
Evergreen Small Cap Value Fund
The Fund seeks current income and capital growth in the value of its shares by
investing in common stocks of small U.S. companies (less than $1 billion in
market capitalization).
Adviser: Evergreen Asset Management Corporation
Evergreen Value Fund
The Fund seeks long-term capital growth with current income as a secondary
objective by investing at least 75% of its assets in common stocks of medium and
large-cap U.S. companies with prospects for earning growth and dividends.
Adviser: Evergreen Asset Management Corporation
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Evergreen Select Equity Trust:
Evergreen Special Equity Fund
The Fund seeks capital growth. It invests primarily in equity securities of U.S.
companies with small market capitalizations.
Adviser: Meridian Investment Company (a subsidiary of First Union Corporation)
INVESCO Blue Chip Growth Fund
The Fund tries to buy securities that will increase in value over the long-term;
current income is a secondary goal. The Fund invests primarily in common stocks
of large companies with market capitalizations of more than $15 billion and that
have a history of consistent earnings growth regardless of business cycles.
Adviser: INVESCO Funds Group, Inc.
Janus Adviser Worldwide Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks of companies of
any size throughout the world.
Adviser: Janus Capital Corporation
Janus Fund
The Fund seeks long-term growth of capital in a manner consistent with the
preservation of capital. It invests primarily in common stocks selected for
their growth potential. Although the Fund can invest in companies of any size,
it generally invests in larger, more established companies.
Adviser: Janus Capital Corporation
Lou Holland Growth Fund
The Fund primarily seeks long-term growth of capital. The receipt of dividend
income is a secondary consideration. It invests primarily in common stocks of
growth companies.
Adviser: Holland Capital Management, L.P.
MAS Mid Cap Growth Portfolio
The Portfolio seeks long-term capital growth. It invests primarily in common
stocks of companies with capitalizations in the range of companies included in
the S&P MidCap 400 Index.
Adviser: Miller Anderson & Sherrerd, LLP
Putnam Global Growth Fund
The Fund 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.
Adviser: Putnam Investment Management, Inc.
Putnam New Opportunities Fund
The Fund 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.
Adviser: Putnam Investment Management, Inc.
Putnam OTC & Emerging Growth Fund
The Fund seeks capital appreciation by investing primarily in common stocks
traded in the over-the-counter market and common stocks of emerging growth
companies listed on securities exchanges. The Fund is designed for investors
willing to assume above-average risk in return for above-average capital growth
potential.
Adviser: Putnam Investment Management, Inc.
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Sit Mutual Funds:
Sit Mid Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in the common stocks of growth companies with
capitalizations of $2 billion to $15 billion at the time of purchase.
Adviser: Sit Investment Management, Inc.
Sit Small Cap Growth Fund
The Fund seeks to maximize long-term capital appreciation. It invests at least
65% of its total assets in common stocks of small growth companies with
capitalizations of $2.5 billion or less at the time of purchase.
Adviser: Sit Investment Management, Inc.
Templeton Foreign Fund
The Fund seeks long-term capital growth by investing primarily in the equity
securities of companies outside the U.S., including emerging markets.
Adviser: Templeton Global Advisors Limited
Vanguard LifeStrategy Conservative Growth Fund
The Fund seeks current income and low-to-moderate growth of capital by investing
in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Growth Fund
The Fund seeks growth of capital by investing in a relatively fixed combination
of other Vanguard funds.
Adviser: Vanguard
Vanguard LifeStrategy Moderate Growth Fund
The Fund seeks growth of capital and a reasonable level of current income by
investing in a relatively fixed combination of other Vanguard funds.
Adviser: Vanguard
Vanguard Long-Term Corporate Fund
The Fund seeks a high level of current income consistent with the maintenance of
principal and liquidity by investing in a diversified portfolio of investment
grade corporate and Government bonds.
Adviser: Wellington Management Company, LLP
Vanguard Long-Term Treasury Fund
The Fund seeks a high level of current income consistent with the maintenance of
principal and liquidity by investing at least 85% of its total assets in
long-term securities backed by the full faith and credit of the U.S. Government.
Adviser: Vanguard
Vanguard Wellington Fund
The Fund seeks to conserve capital and provide moderate long-term growth in
capital and income by investing approximately 60% to 70% of its assets in
dividend-paying stocks of established, large- and medium-sized companies that,
in the adviser's opinion, are undervalued but whose prospects are improving. The
remaining 30% to 40% of assets are invested primarily in high-quality,
longer-term corporate bonds with some exposure to U.S. Treasury, government
agency, and mortgage-backed bonds.
Adviser: Wellington Management Company, LLP
Vanguard Windsor II Fund
The Fund seeks to provide long-term growth of capital by investing mainly in the
equity securities of large and medium-size companies whose stocks are considered
by the Fund's advisers to be undervalued and out of favor with investors. The
Fund's secondary objective is to provide some dividend income.
Advisers: Vanguard; Barrow, Hanley, Mewhinney, & Strauss, Inc.; Equinox Capital
Management LLC; Tukman Capital Management, Inc.
Warburg Pincus Small Company Growth Fund
The Fund seeks capital growth by investing in the equity securities of small
U.S. companies.
Adviser: Credit Suisse Asset Management, LLC
Portfolio Director Supplement
11/1/2000
Page 13
<PAGE> 72
The remainder of Part A is incorporated by reference into this filing.
The Variable Annuity Life Insurance Company
(485(b)POS previously filed April 26, 2000,
accession number 0000950129-00-001969)
Part B is unchanged and is incorporated by reference into this filing.
The Variable Annuity Life Insurance Company
(485(b)POS previously filed April 26, 2000,
accession number 0000950129-00-001969)
<PAGE> 73
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
CONTRACT FORM
PORTFOLIO DIRECTOR,
PORTFOLIO DIRECTOR 2 AND
PORTFOLIO DIRECTOR PLUS
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Incorporated herein by reference to Post-Effective Amendment No. 17 filed
with the SEC on April 26, 2000 (File No. 33-75292 / 811-3240).
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.
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(b) Exhibits
<TABLE>
<C> <S>
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(a). -- 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).
3(b). -- Underwriting Agreement between The Variable Annuity
Life Insurance Company, The Variable Annuity Life
Insurance Company, The Variable Annuity Life
Insurance Company Separate Account A and A.G.
Distributors, Inc., incorporated herein by reference
to Post-Effective Amendment No. 17 filed with the
SEC on April 26, 2000 (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).
4(b)(vi). -- Specimen Endorsement to Group Annuity Contract or
Certificate of Participation under Group Annuity
Contract. (Form UITG-194-RSAC), effective upon issuance;
incorporated herein by reference to Post-Effective
Amendment. No. 11 filed with the SEC on December 23, 1997
(File No. 33-75292/811-3240).
4(b)(vii). -- Specimen SIMPLE Individual Retirement Annuity Contract
(Form UIT-SIMPLE-897), incorporated herein by reference
to Post-Effective Amendment No. 15 filed with the SEC on
December 17, 1998 (File No. 33-75292/811-3240).
4(b)(viii). -- Specimen Portfolio Director Endorsement to Individual
Annuity Contract. (Form IPD-798), incorporated herein by
reference to Post-Effective Amendment No. 15 filed with
the SEC on December 17, 1998 (File No.
33-75292/811-3240).
4(b)(ix). -- Specimen Portfolio Director Individual Retirement Annuity
(IRA) Endorsement to Individual Retirement Account
Annuity Contract. (Form IPDIRA-798), incorporated herein
by reference to Post-Effective Amendment No. 15 filed
with the SEC on December 17, 1998 (File No.
33-75292/811-3240).
4(b)(x). -- Specimen Portfolio Director Non-Qualified Deferred
Annuity (NQDA) Endorsement to Individual Non-Qualified
Annuity Contract. (Form IPDN-798), incorporated herein by
reference to Post-Effective Amendment No. 15 filed with
the SEC on December 17, 1998 (File No.
33-75292/811-3240).
</TABLE>
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<TABLE>
<C> <S>
5(a)(i). -- Specimen Application for Portfolio Director/Portfolio
Director 2 Fixed and Variable Annuity for use with all
plan types except Individual Retirement Annuities (IRA),
Simplified Employee Pension Plan (SEP), and Non-Qualified
Deferred Annuities (NQDA); incorporated herein by
reference to Post-Effective Amendment No. 12 filed with
the SEC on April 29, 1998 (File No. 33-75292/811-3240).
5(a)(ii). -- Specimen Application for Portfolio Director/Portfolio
Director 2 Fixed and Variable Annuity for use with
Individual Retirement Annuities (IRA), Simplified
Employee Pension Plans (SEP), and Non-Qualified Deferred
Annuities (NQDA); incorporated herein by reference to
Post-Effective Amendment No. 12 filed with the SEC on
April 29, 1998 (File No. 33-75292/811-3240).
5(a)(iii). -- Specimen Application for Portfolio Director Plus Fixed
and Variable Annuity for use with all plan types except
NQDA, incorporated herein by reference to Post-Effective
Amendment No. 15 filed with the SEC on December 17, 1998
(File No. 33-75292/811-3240).
5(a)(iv). -- Specimen Application for Portfolio Director Plus Fixed
and Variable Annuity for use with all plan types,
primarily Non-Qualified, incorporated herein by reference
to Post-Effective Amendment No. 15 filed with the SEC on
December 17, 1998 (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).
5(b)(i). -- Specimen Portfolio Director Plus Group Master Application
for use with all plan types except NQDA, incorporated
herein by reference to Post-Effective Amendment No. 15
filed with the SEC on December 17, 1998 (File No.
33-75292/811-3240).
5(b)(ii). -- Specimen Portfolio Director Plus Group Master Application
for use with all plan types, primarily Non-Qualified,
incorporated herein by reference to Post-Effective
Amendment No. 15 filed with the SEC on December 17, 1998
(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).
6(c). -- Copy of Amended and Restated Bylaws of The Variable
Annuity Life Insurance Company as amended through March
4, 1992; incorporated herein by reference to
Post-Effective Amendment No. 11 filed with the SEC on
December 23, 1997 (File No. 33-75292/811-3240).
7. -- Not Applicable.
8(a). -- (1) 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).
(2) Form of Redacted Participation Agreement between
Franklin Templeton Variable Insurance Products
Trust, Franklin Templeton Distributors, Inc. and The
Variable Annuity Life Insurance Company dated May 1,
2000, incorporated herein by reference to
Post-Effective Amendment No. 17 filed with the SEC on
April 26, 2000 (File No. 33-75292/811-3240).
(3) Master Shareholder Services Agreement between The
Variable Annuity Life Insurance Company and Franklin
Templeton Group of Funds, incorporated herein by
reference to Post-Effective Amendment No. 8 filed with
the SEC on June 28, 1996 (File No. 33-75292/811-3240).
(4) Form of Redacted Administrative Services Agreement between
The Variable Annuity Life Insurance Company and Franklin
Templeton Services, Inc., incorporated herein by
reference to Post-Effective Amendment No. 17 filed
with the SEC on April 26, 2000 (File No.
33-75292/811-3240).
</TABLE>
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<TABLE>
<C> <S>
8(b). -- (1) 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, 1996 (File No. 33-75292/811-3420).
(2) Agreement between The Variable Annuity Life Insurance
Company and The Dreyfus Corporation dated July 1, 1997;
incorporated herein by reference to Post-Effective
Amendment No. 12 filed with the SEC on April 29, 1998
(File No. 33-75292/811-3240).
(3) Amendment No. 1 dated November 1, 1999 to Agreement
between The Dreyfus Corporation and The Variable
Annuity Life Insurance Company dated July 1, 1997,
incorporated herein by reference to Post-Effective
Amendment No. 17 filed with the SEC on April 26,
2000 (File No. 33-75292/811-3240).
8(c). -- (1) Order Transmission Agreement between The Variable
Annuity Life Insurance Company and Scudder Service
Corporation, incorporated herein by reference to
Post-Effective Amendment No. 8 filed with the SEC on June
28, 1996 (File No. 33-75292/811-3240).
(2) Amendment to Order Transmission Agreement between The
Variable Annuity Life Insurance Company and Scudder
Service Corporation, effective July 1, 1997, incorporated
herein by reference to Post-Effective Amendment No. 11
filed with the SEC on December 23, 1997 (File No.
33-75292/811-3240).
8(d). -- (1) Fund Participation Agreement between The Variable
Annuity Life Insurance Company and Putnam Mutual Funds
Corp., incorporated herein by reference to Post-Effective
Amendment No. 8 filed with the SEC on June 28, 1996 (File
No. 33-75292/811-3240).
(2) Amendment No. 1 to Fund Participation Agreement between
The Variable Annuity Life Insurance Company and Putnam
Mutual Funds Corp., effective August 18, 1997;
incorporated herein by reference to Post-Effective
Amendment No. 11 filed with the SEC on December 23, 1997
(File No. 33-75292/811-3240).
8(e). -- (1) Fund Participation Agreement between The Variable
Annuity Life Insurance Company and Twentieth Century
Investors Inc., incorporated herein by reference to
Post-Effective Amendment No. 8 filed with the SEC on June
28, 1996 (File No. 33-75292/811-3240).
(2) Amendment No. 1 to Fund Participation Agreement between
The Variable Annuity Life Insurance Company, American
Century Mutual Funds, Inc. and American Century
Investment Management, Inc., effective December 8, 1997;
incorporated herein by reference to Post-Effective
Amendment No. 11 filed with the SEC on December 23, 1997
(File No. 33-75292/811-3240).
(3) Amendment No. 2 dated January 1, 2000 to Fund
Participation Agreement between The Variable Annuity
Life Insurance Company, American Century Mutual Funds, Inc.
and American Century Investment Management, Inc. dated
April 30, 1996, as amended December 8, 1997,
incorporated herein by reference to Post-Effective
Amendment No. 17 filed with the SEC on April 26,
2000 (File No. 33-75292/811-3240).
8(f). -- (1) Participation Agreement between The Variable Annuity
Life Insurance Company and Founders Growth Fund Inc.,
incorporated herein by reference to Post-Effective
Amendment No. 8 filed with the SEC on June 28, 1996 (File
No. 33-75292/811-3240).
(2) Amended and Restated Participation Agreement dated
July 1, 1999 between Founders Funds, Inc., Premier
Mutual Fund Services, Inc., Founders Asset
Management, LLC and The Variable Annuity Life
Insurance Company, incorporated herein by reference to
Post-Effective Amendment No. 17 filed with the SEC on
April 26, 2000 (File No. 33-75292/811-3240).
(3) Consent to Assignment between The Variable Annuity Life
Insurance Company and Premier Mutual Fund Services, Inc.
dated April 1, 1998; incorporated herein by reference to
Post-Effective Amendment No. 12 filed with the SEC on
April 29, 1998 (File No. 33-75292/811-3240).
8(g). -- (1) Participation Agreement between The Variable Annuity
Life Insurance Company and Vanguard Group, Inc.,
incorporated herein by reference to Post-Effective
Amendment No. 8 filed with the SEC on June 28, 1996 (File
No. 33-75292/811-3240).
</TABLE>
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<TABLE>
<S> <C>
(2) Amendment No. 1 to Participation Agreement between
The Variable Annuity Life Insurance Company and The
Vanguard Group, Inc., effective July 17, 1998,
incorporated herein by reference to Post-Effective
Amendment No. 14 filed with the SEC on September 11,
1998 (File No. 33-75292/811-3240).
8(h). -- Agreement between The Variable Annuity Life Insurance
Company and Neuberger & Berman Management Inc.,
incorporated herein by reference to Post-Effective
Amendment No. 8 filed with the SEC on June 28, 1996
(File No. 33-75292/811-3240).
8(i). -- Agreement between The Variable Annuity Life Insurance
Company and T. Rowe Price Investment Services, Inc.,
entered into October 1, 1998, incorporated herein by
reference to Post-Effective Amendment No. 15 filed with
the SEC on December 17, 1998 (File No.
33-75292/811-3240).
8(j)(i). -- Participation Agreement between The Variable Annuity
Life Insurance Company and Evergreen Equity Trust,
dated January 4, 1999 incorporated herein by reference
to Post-Effective Amendment No. 16 filed with the SEC
on April 26, 1999 (File No. 33-75292/811-3240).
8(j)(ii). -- Form of Amendment No. 1 to Participation Agreement
between The Variable Annuity Life Insurance Company
and Evergreen Equity Trust dated October 2, 2000.
8(j)(iii). -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and
Evergreen Investment Services, Inc. dated October 2,
2000.
8(k)(i). -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, SIT Mutual Funds,
Inc. and SIT Investment Associates, Inc. dated November
1, 2000.
8(k)(ii). -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and SIT
Investment Associates, Inc. dated November 1, 2000.
8(k)(iii). -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, SIT MidCap Growth
Fund, Inc. and SIT Investment Associates, Inc. dated
November 1, 2000.
8(k)(iv). -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and SIT
Investment Associates, Inc. dated November 1, 2000.
8(l)(i). -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, Ariel Investment Trust
and Ariel Distributors, Inc. dated November 7, 2000.
8(l)(ii). -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and Ariel
Distributors, Inc.
8(m)(i). -- Form of Services Agreement between The Variable Annuity
Life Insurance Company and Janus Service Corporation.
8(m)(ii). -- Form of Participant Administrative Services Agreement
between The Variable Annuity Life Insurance Company
and Janus Service Corporation.
8(m)(iii). -- Form of Distribution and Shareholder Services Agreement
between The Variable Annuity Life Insurance Company
and Janus Distributors, Inc.
8(n)(i). -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, INVESCO Stock Funds,
Inc. and INVESCO Distributors, Inc.
8(n)(ii). -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and INVESCO
Funds Group, Inc.
8(o)(i). -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, Warburg Pincus Small
Company Growth Funds (common shares), Credit Suisse
Asset Management, LLC and Credit Suisse Asset
Management Securities, Inc. dated October 2, 2000.
8(o)(ii). -- Form of Administrative Services Agreement Letter
between The Variable Annuity Life Insurance Company
and Credit Suisse Asset Management, LLC dated October
2, 2000.
8(p)(i). -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, Lou Holland Fund and
HCM Investments, Inc. dated November 1, 2000.
8(p)(ii). -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and Holland
Capital Management, L.P. dated November 1, 2000.
8(q). -- Form of Agency Agreement between The Variable Annuity
Life Insurance Company, MAS Funds, MAS Fund
Distribution, Inc. and Miller Anderson & Sherrerd, LLP
dated November 1, 2000.
9. -- Not Applicable.
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. 11 filed with the SEC on
December 23, 1997 (File No. 33-75292/811-3240).
14. -- Not Applicable.
15. -- Supplemental Information 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. 12
filed with the SEC on April 29, 1998 (File No.
33-75292/811-3240).
16(a). -- Copies of manually signed power of attorney for The
Variable Annuity Life Insurance Company Director Robert
M. Devlin, 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(b). -- 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).
16(c). -- Copy of manually signed powers of attorney for The
Variable Annuity Life Insurance Company Directors Brent
C. Nelson, Thomas L. West, Jr., Bruce R. Abrams, John
A. Graf, Patrick E. Grady and Richard W. Scott;
incorporated herein by reference to Post-Effective
Amendment No. 12 filed with the SEC on April 29, 1998
(File No. 33-75292/811-3240).
16(d). -- Copy of manually signed powers of attorney for The
Variable Annuity Life Insurance Company Directors John
E. Arant, Kent E. Barrett and Carl J. Santillo;
incorporated herein by reference to Post-Effective
Amendment No. 16 filed with the SEC on April 26, 1999
(File No. 33-75292/811-3240).
16(e). -- Copy of manually signed powers of attorney for The
Variable Annuity Life Insurance Company Directors Bruce
R. Abrams, Kent E. Barrett, Rebecca G. Campbell, Robert
P. Condon, John A. Graf and Carl J. Santillo;
incorporated herein by reference to Post-Effective
Amendment No. 17 filed with the SEC on April 26, 2000
(File No. 33-75292/811-3240).
</TABLE>
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<PAGE> 78
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The directors and principal officers of the Company as of October 18, 2000
are set forth below. 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>
John A. Graf Chairman, Director, President and Chief Executive Officer
Bruce R. Abrams Director and Executive Vice President-AGAIC Sales
Kent E. Barrett Director, Executive Vice President and Chief Financial Officer
Rebecca G. Campbell Director and Senior Vice President - Human Resources
Robert P. Condon Director and Executive Vice President - VALIC Sales & Institutional Marketing
Carl J. Santillo Director and Executive Vice President - Operations
Mary Cavanaugh Senior Vice President - General Counsel and Secretary
Kathleen Adamson Senior Vice President - Customer Service
Michael J. Akers Senior Vice President and Chief Actuary
Richard L. Bailey Senior Vice President - Planning and Expense Management
Michael A. Betts Senior Vice President - Systems
Jennifer D. Cobbs Senior Vice President - Field Sales Development
Kenneth E. Coffey Senior Vice President - National Marketing Director
Terry Eleftheriou Senior Vice President - Finance
Sharla A. Jackson Senior Vice President - Customer Service Amarillo
Stephen G. Kellison Senior Vice President - Product Management
Richard J. Lindsay Senior Vice President - Marketing
Robert E. Steele Senior Vice President - Specialty Products
Rosemary Beauvais Vice President - Corporate Technology Services
James D. Bonsall Vice President - Financial Reporting
Gregory S. Broer Vice President - Actuarial
Richard A. Combs Vice President - Actuarial
Neil J. Davidson Vice President - Actuarial
David H. denBoer Vice President - Compliance
Jill A. Etta Vice President - Variable Annuity Sales
Terry B. Festervand Vice President & Treasurer
Daniel Fritz Vice President - Actuarial
Michael D. Gifford Vice President - Case Development
Joseph P. Girgenti Vice President - Sales Support
Albert J. Gutierrez Vice President & Investment Officer
Calvin King Vice President - North Houston Customer Care Center
Traci P. Langford Vice President - Account Management
Jerry L. Livers Vice President - PPGA Sales
Cindy Moore Vice President - Budget & Expense Management
Deanna Osmonson Vice President - Sales Practices
Thomas G. Norwood Vice President - Broker/Dealer Operations
Rembert R. Owen, Jr. Vice President and Assistant Secretary
Larry Robinson Vice President - Product Development
Steven D. Rubinstein Vice President - Financial Planning and Reporting
Richard W. Scott Vice President and Chief Investment Officer
Gary N. See Vice President - Group Actuarial
Nancy K. Shumbera Vice President - Business Solution Development
Brenda Simmons Vice President - Premium Processing
David Snyder Vice President - Electronic Commerce
Paula F. Snyder Vice President - AGRS Marketing Communications
</TABLE>
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<PAGE> 79
<TABLE>
<CAPTION>
NAMES AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES HELD WITH DEPOSITOR
------------------- -----------------------------------------
<S> <C>
James P. Steele Vice President - Specialty Products
Kenneth R. Story Vice President - Information Technology
Brian R. Toldan Vice President and General Auditor
Krien Verberkmoes Vice President - Sales Compliance
Lynn West Vice President - Strategy and Planning
William A. Wilson Vice President - Government Affairs
Jane E. Bates Vice President and Chief Compliance Officer
Roger E. Hahn Investment Officer
C. Scott Inglis Investment Officer
Gordon S. Massie Investment Officer
Craig R. Mitchell Investment Officer
Julia S. Tucker Vice President and Investment Officer
W. Lary Mask Real Estate Investment Officer and Assistant Secretary
D. Lynne Walters Tax Officer
Pauletta P. Cohn Assistant Secretary
</TABLE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
The following is a list of American General Corporation's subsidiaries as of
August 31, 2000. All subsidiaries listed are corporations, unless otherwise
indicated. Subsidiaries of subsidiaries are indicated by indentations and unless
otherwise indicated, all subsidiaries are wholly owned. Inactive subsidiaries
are denoted by an asterisk (*).
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation
-------------------------------------------------------------------------------- ---------------
<S> <C>
AGC Life Insurance Company ..................................................... Missouri
American General Property Insurance Company(16) ............................. Tennessee
American General Property Insurance Company of Florida ................... Florida
American General Life and Accident Insurance Company(6) ..................... Tennessee
American General Life Insurance Company(7) .................................. Texas
American General Annuity Service Corporation ............................. Texas
American General Life Companies .......................................... Delaware
American General Life Insurance Company of New York ..................... New York
The Winchester Agency Ltd. ............................................ New York
The Variable Annuity Life Insurance Company .............................. Texas
Parkway 1999 Trust(17) ................................................ Maryland
PESCO Plus, Inc(14) ................................................... Delaware
American General Gateway Services, L.L.C(15) .......................... Delaware
The Variable Annuity Marketing Company ................................ Texas
American General Financial Advisors, Inc............................... Texas
VALIC Retirement Services Company ..................................... Texas
VALIC Trust Company ................................................... Texas
American General Assignment Corporation of New York ................... New York
The Franklin Life Insurance Company ......................................... Illinois
The American Franklin Life Insurance Company ............................. Illinois
Franklin Financial Services Corporation .................................. Delaware
HBC Development Corporation ................................................. Virginia
Templeton American General Life of Bermuda, Ltd(13) ......................... Bermuda
Western National Corporation................................................. Delaware
WNL Holding Corp.......................................................... Delaware
American General Annuity Insurance Company ............................ Texas
American General Assignment Corporation ............................... Texas
American General Distributors, Inc. ................................... Delaware
A.G. Investment Advisory Services, Inc. ............................... Delaware
American General Financial Institutions Group, Inc..................... Delaware
WNL Insurance Services, Inc. .......................................... Delaware
American General Asset Management Corporation .................................. Delaware
American General International, Inc. ........................................... Delaware
American General Enterprise Services, Inc. ..................................... Delaware
American General Corporation* .................................................. Delaware
American General Delaware Management Corporation(1) ............................ Delaware
American General Finance, Inc. ................................................. Indiana
</TABLE>
C-7
<PAGE> 80
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation
-------------------------------------------------------------------------------- ---------------
<S> <C>
HSA Residential Mortgage Services of Texas, Inc.............................. Delaware
AGF Investment Corp. ........................................................ Indiana
American General Auto Finance, Inc. ........................................ Delaware
American General Finance Corporation(8) ..................................... Indiana
American General Finance Group, Inc. ..................................... Delaware
American General Financial Services, Inc.(9) .......................... Delaware
The National Life and Accident Insurance Company .................. Texas
Merit Life Insurance Co. ................................................. Indiana
Yosemite Insurance Company ............................................... Indiana
American General Finance, Inc................................................ Alabama
A.G. Financial Service Center, Inc. ......................................... Utah
American General Bank, FSB .................................................. Utah
American General Financial Center, Inc.* .................................... Indiana
American General Financial Center, Incorporated* ............................ Indiana
American General Financial Center Thrift Company* ........................... California
Thrift, Incorporated* ....................................................... Indiana
American General Funds Distributors, Inc. ...................................... Delaware
American General Investment Advisory Services, Inc.* .......................... Texas
American General Investment Holding Corporation(10) ............................ Delaware
American General Investment Management, L.P.(10) ............................ Delaware
American General Investment Management Corporation(10) ......................... Delaware
American General Realty Advisors, Inc. ......................................... Delaware
American General Realty Investment Corporation ................................. Texas
AGLL Corporation(11) ........................................................ Delaware
American General Land Holding Company ....................................... Delaware
AG Land Associates, LLC(11) .............................................. California
GDI Holding, Inc.*(12) ...................................................... California
Pebble Creek Service Corporation ............................................ Florida
SR/HP/CM Corporation ........................................................ Texas
Green Hills Corporation ........................................................ Delaware
Knickerbocker Corporation ...................................................... Texas
American Athletic Club, Inc. ................................................ Texas
Pavilions Corporation........................................................... Delaware
USLIFE Corporation.............................................................. Delaware
All American Life Insurance Company.......................................... Illinois
American General Assurance Company........................................... Illinois
American General Indemnity Company........................................ Nebraska
USLIFE Credit Life Insurance Company of Arizona........................... Arizona
American General Life Insurance Company of Pennsylvania...................... Pennsylvania
I.C. Cal*.................................................................... California
North Central Administrators, Inc............................................ Minnesota
North Central Life Insurance Company......................................... Minnesota
North Central Caribbean Life, Ltd......................................... Nevis
The Old Line Life Insurance Company of America............................... Wisconsin
The United States Life Insurance Company in the City of New York ............ New York
</TABLE>
C-8
<PAGE> 81
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation
-------------------------------------------------------------------------------- ---------------
<S> <C>
American General Bancassurance Services, Inc................................. Illinois
USMRP, Ltd................................................................ Turks & Caicos
USLIFE Realty Corporation.................................................... Texas
USLIFE Real Estate Services Corporation................................ Texas
USLIFE Systems Corporation................................................... Delaware
</TABLE>
American General Finance Foundation, Inc. is not included on this list. It is a
non-profit corporation.
NOTES
(1) The following limited liability companies were formed in the State of
Delaware on March 28, 1995. The limited liability interests of each are
jointly owned by AGC and AGDMC and the business and affairs of each are
managed by AGDMC:
American General Capital, L.L.C. American General Delaware, L.L.C.
(2) On November 26, 1996, American General Institutional Capital A ("AG Cap
Trust A"), a Delaware business trust, was created. On March 10, 1997,
American General Institutional Capital B ("AG Cap Trust B"), also a
Delaware business trust, was created. Both AG Cap Trust A's and AG Cap
Trust B's business and affairs are conducted through their trustees:
Bankers Trust Company and Bankers Trust (Delaware). Capital securities of
each are held by non-affiliated third party investors and common securities
of AG Cap Trust A and AG Cap Trust B are held by AGC.
(3) On November 14, 1997, American General Capital I, American General Capital
II, American General Capital III, and American General Capital IV
(collectively, the "Trusts"), all Delaware business trusts, were created.
Each of the Trusts' business and affairs are conducted through its
trustees: Bankers Trust (Delaware) and James L. Gleaves (not in his
individual capacity, but solely as Trustee).
(4) On July 10, 1997, the following insurance subsidiaries o AGC became the
direct owners of the indicated percentages of membership units of SBIL B,
L.L.C. ("SBIL B"), a U.S. limited liability company: VALIC (22.6%), FL
(8.1%), AGLA (4.8%) and AGL (4.8%). Through their aggregate 40.3% interest
in SBIL B, VALIC, FL, AGLA and AGL indirectly own approximately 28% of the
securities of SBI, an English company, and 14% of the securities of ESBL,
an English company, SBP, an English company, and SBFL, a Cayman Islands
company. These interests are held for investment purposes only.
(5) Effective December 5, 1997, AGC and Grupo Nacional Provincial, S.A. ("GNP")
completed the purchase by AGC of a 40% interest in Grupo Nacional
Provincial Pensions S.A. de C.V., a new holding company formed by GNP, one
of Mexico's largest financial services companies.
(6) AGLA owns approximately 12% of Whirlpool Financial Corp ("Whirlpool")
preferred stock. AGLA's holdings in Whirlpool represents approximately 3%
of the voting power of the capital
C-9
<PAGE> 82
stock of Whirlpool. The interests in Whirlpool (which is a corporation that
is not associated with AGC) are held for investment purposes only.
(7) AGL owns 100% of the common stock of American General Securities
Incorporated ("AGSI"), a full-service NASD broker-dealer. AGSI, in turn,
owns 100% of the stock of the following insurance agencies:
American General Insurance Agency, Inc. (Missouri)
American General Insurance Agency of Hawaii, Inc. (Hawaii)
American General Insurance Agency of Massachusetts, Inc. (Massachusetts)
In addition, the following agencies are indirectly related to AGSI, but not
owned or controlled by AGSI: American General Insurance Agency of Ohio,
Inc. (Ohio) American General Insurance Agency of Texas, Inc. (Texas)
American General Insurance Agency of Oklahoma, Inc. (Oklahoma) Insurance
Masters Agency, Inc. (Texas)
The foregoing indirectly related agencies are not affiliates or
subsidiaries of AGL under applicable holding company laws, but they are
part of the AGC group of companies under other laws.
(8) American General Finance Corporation is the parent of an additional 42
wholly-owned subsidiaries incorporated in 25 states for the purpose of
conducting its consumer finance operations, in addition to those noted in
footnote 9 below.
(9) American General Financial Services, Inc., is the direct or indirect parent
of an additional 8 wholly-owned subsidiaries incorporated in 5 states and
Puerto Rico for the purpose of conducting its consumer finance operations.
(10) American General Investment Management, L.P., a Delaware limited
partnership, is jointly owned by AGIHC and AGIMC. AGIHC holds a 99% limited
partnership interest, and AGIMC owns a 1% general partnership interest.
(11) AG Land Associates, LLC is jointly owned by AGLH and AGLL. AGLH holds a
98.75% managing interest and AGLL owns a 1.25% managing interest.
(12) AGRI owns a 75% interest in GDI Holding, Inc.
(13) AGCL owns 50% of the common stock of TAG Life. Templeton International,
Inc., a Delaware corporation, owns the remaining 50% of TAG Life. Templeton
International, Inc. is not affiliated with AGC.
(14) VALIC holds 90% of the outstanding common shares of PESCO Plus, Inc. The
Florida Education Association/United, a Florida teachers union and
unaffiliated third party, holds the remaining 10% of the outstanding common
shares.
(15) VALIC holds 90% of the outstanding common shares of American General
Gateway Services, L.L.C. Gateway Investment Services, Inc., a California
corporation and an unaffiliated third party, holds the remaining 10% of the
outstanding common shares.
(16) AGPIC is jointly owned by AGCL and AGLA. AGCL owns 51.85% and AGLA owns
48.15% of the issued and outstanding shares of AGPIC.
(17) Parkway 1999 Trust was formed as a Maryland business trust to function as
an investment subsidiary. VALIC owns 100% of its common equity.
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<PAGE> 83
COMPANY ABBREVIATIONS AS USED IN ITEM 26:
<TABLE>
<CAPTION>
State/Jur.
Abb. Company of Domicile
---- ------- -----------
<S> <C> <C>
AAL All American Life Insurance Company..................................... IL
AAth American Athletic Club, Inc. ........................................... TX
AFLI The American Franklin Life Insurance Company ........................... IL
AGAIC American General Annuity Insurance Company ............................. TX
AGAMC American General Asset Management Corp. ................................ DE
ASGN-NY American General Assignment Corporation of New York .................... NY
AGAC American General Assurance Company...................................... IL
AGAS American General Annuity Service Corporation ........................... TX
AGBS American General Distributors, Inc. .................................... DE
AGB American General Bank, FSB ............................................. UT
AGC American General Corporation ........................................... TX
AGCL AGC Life Insurance Company ............................................. MO
AGDMC American General Delaware Management Corporation ....................... DE
AGES American General Enterprise Services, Inc. ............................. DE
AGF American General Finance, Inc. ......................................... IN
AGFC American General Finance Corporation ................................... IN
AGFCI American General Financial Center, Incorporated ........................ IN
AGFCT American General Financial Center Thrift Company ....................... CA
AGFG American General Finance Group, Inc. ................................... DE
AGFDI American General Funds Distributors, Inc. .............................. DE
AGF Inv AGF Investment Corp. ................................................... IN
AGFn A.G. Financial Service Center, Inc. .................................... UT
AGFnC American General Financial Center, Inc. ................................ IN
AGFS American General Financial Services, Inc. .............................. DE
AGFA American General Financial Advisors, Inc................................ TX
AGFIG American General Financial Institutions Group, Inc. ................... DE
AGGS American General Gateway Services, L.L.C................................ DE
AGIA American General Insurance Agency, Inc. ................................ MO
AGIAH American General Insurance Agency of Hawaii, Inc. ...................... HI
AGIAM American General Insurance Agency of Massachusetts, Inc. ............... MA
AGIAO American General Insurance Agency of Ohio, Inc. OH
AGIAOK American General Insurance Agency of Oklahoma, Inc. .................... OK
AGIAS A.G. Investment Advisory Services, Inc.................................. DE
AGIAT American General Insurance Agency of Texas, Inc TX
AGII American General International, Inc. DE
AGIHC American General Investment Holding Corporation DE
AGIM American General Investment Management, L.P. DE
AGIMC American General Investment Management Corporation DE
AGIND American General Indemnity Company...................................... NE
</TABLE>
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<PAGE> 84
<TABLE>
<CAPTION>
State/Jur.
Abb. Company of Domicile
---- ------- -----------
<S> <C> <C>
AGL American General Life Insurance Company ................................ TX
AGLC American General Life Companies......................................... DE
AGLA American General Life and Accident Insurance Company.................... TN
AGLH American General Land Holding Company .................................. DE
AGLL AGLL Corporation........................................................ DE
AGNY American General Life Insurance Company of New York .................... NY
AGPA American General Life Insurance Company of Pennsylvania................. PA
AGPIC American General Property Insurance Company ............................ TN
AGRA American General Realty Advisors, Inc. ................................. DE
AGRI American General Realty Investment Corporation ......................... TX
AGRSC American General Retirement Services Company ........................... TX
AGSI American General Securities Incorporated ............................... TX
AGX American General Exchange, Inc. ........................................ TN
ASGN American General Assignment Corporation................................. TX
FFSC Franklin Financial Services Corporation ................................ DE
FL The Franklin Life Insurance Company .................................... IL
GHC Green Hills Corporation ................................................ DE
HBDC HBC Development Corporation............................................. VA
KC Knickerbocker Corporation .............................................. TX
ML Merit Life Insurance Co. ............................................... IN
NLA The National Life and Accident Insurance Company ....................... TX
NCA North Central Administrators, Inc. ..................................... MN
NCL North Central Life Insurance Company.................................... MN
NCCL North Central Caribbean Life, Ltd....................................... T&C
OLL The Old Line Life Insurance Company of America.......................... WI
PKWY Parkway 1999 Trust...................................................... MD
PAV Pavilions Corporation................................................... DE
PCSC Pebble Creek Service Corporation ....................................... FL
PIFLA American General Property Insurance Company of Florida.................. FL
PPI PESCO Plus, Inc......................................................... DE
RMST HSA Residential Mortgage Services of Texas, Inc......................... DE
SRHP SR/HP/CM Corporation ................................................... TX
TAG Life Templeton American General Life of Bermuda, Ltd. ....................... BA
TI Thrift, Incorporated ................................................... IN
UAS American General Bancassurance Services, Inc............................ IL
UC USLIFE Corporation...................................................... DE
UCLA USLIFE Credit Life Insurance Company of Arizona ........................ AZ
URC USLIFE Realty Corporation............................................... TX
URSC USLIFE Real Estate Service Corporation ................................. TX
USC USLIFE Systems Corporation.............................................. DE
USL The United States Life Insurance Company in the City of New York........ NY
USMRP USMRP, Ltd.............................................................. T&C
VALIC The Variable Annuity Life Insurance Company ............................ TX
VAMCO The Variable Annuity Marketing Company ................................. TX
</TABLE>
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<PAGE> 85
<TABLE>
<CAPTION>
State/Jur.
Abb. Company of Domicile
---- ------- -----------
<S> <C> <C>
VTC VALIC Trust Company..................................................... TX
WA The Winchester Agency Ltd. ............................................. NY
WIS WNL Insurance Services, Inc............................................. DE
WNC Western National Corporation ........................................... DE
WNLH WNL Holding Corp........................................................ DE
YIC Yosemite Insurance Company ............................................. IN
</TABLE>
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<PAGE> 86
ITEM 27. NUMBER OF CONTRACT OWNERS
<TABLE>
<CAPTION>
As of September 30, 2000
QUALIFIED CONTRACTS NON-QUALIFIED CONTRACTS
----------------------- -----------------------
GROUP INDIVIDUAL GROUP INDIVIDUAL
------- ---------- ----- ----------
<S> <C> <C> <C> <C>
Portfolio Director: 111,488 72 -0- -0-
Portfolio Director 2: 984,815 386,021 -0- -0-
Portfolio Director Plus: 84,922 2,816 172 308
</TABLE>
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 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
C-14
<PAGE> 87
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
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) American General Distributors, Inc. acts as exclusive distributor and
principal underwriter of the Registrant and as principal underwriter for the
North American Funds Variable Product Series I and North American Funds
Variable Product Series II, each a registered investment company.
C-15
<PAGE> 88
(b) The following information is furnished with respect to each officer and
director of American General Distributors, Inc.:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
---------------- ---------------------
<S> <C>
(*)
Robert P. Condon Chairman, Director, Chief Executive Officer
and President
(*)
Mary Cavanaugh Director and Secretary
(*)
Thomas G. Norwood Director, Chief Financial Officer and Treasurer
(*)
Jane E. Bates Vice President and Chief Compliance Officer
(*)
V. Keith Roberts Vice President- Operations
(*)
D. Lynne Walters Tax Officer
(*)
Cheryl G. Hemley Assistant Secretary
(*)
Daniel R. Cricks Assistant Tax Officer
(*)
James D. Bonsall Assistant Treasurer
(*)
Steven D. Rubinstein Assistant Treasurer
(*)
Marylyn S. Zlotnick Assistant Treasurer
</TABLE>
C-16
<PAGE> 89
---------------
(*) 2929 Allen Parkway, Houston, Texas 77019
(c) American General Distributors, Inc. 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 charge 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
a. 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 the variable annuity contracts may be accepted;
2. To include either (1) as part of any application to purchase a
contract offered 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.
C-17
<PAGE> 90
b. The Company hereby represents that the fees and charges deducted under
the contract, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by the
Company.
c. Additional Commitments
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
the Section "Federal Tax Matters" in either the Prospectus or the Statement of
Additional Information 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 (the "Act") 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;
(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 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.
C-18
<PAGE> 91
The Company has complied, and is complying, with the provisions of
paragraphs (a)-(d) above.
The Company relies on an order issued by the Securities and Exchange
Commission on May 19, 1993 exempting it from the provisions of section 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 Optional
Retirement Program of the State University System of Florida ("Florida ORP") as
administered by the Division of Retirement of the Florida Department of
Management Services ("Division") in accordance with the following conditions:
(a) include appropriate disclosure regarding the restrictions on
redemption imposed by the Division in each registration statement,
including the prospectus, relating to the Contracts issued in connection
with the Florida ORP;
(b) include appropriate disclosure regarding the restrictions on
redemption imposed by the Division in any sales literature used in
connection with the offer of Contracts to Eligible Employees;
(c) instruct salespeople who solicit Eligible Employees to purchase
the Contracts specifically to bring the restrictions on redemption imposed
by the Division to the attention of the Eligible Employees;
(d) obtain from each Participant in the Florida ORP who purchases a
Contract, prior to or at the time of such purchase, a signed statement
acknowledging the Participant's understanding: (i) of the restrictions on
redemption imposed by the Division, and (ii) that other investment
alternatives are available under the Florida ORP, to which the Participant
may elect to transfer his or her Contract values.
The Company has complied, and is complying, with the provisions of
paragraphs (a)-(d) above.
C-19
<PAGE> 92
SIGNATURES
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, certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement, 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 this 30th day of October, 2000.
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
SEPARATE ACCOUNT A
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
Attest: /s/ Mary L. Cavanaugh By: /s/ John A. Graf
---------------------------- --------------------------
Mary L. Cavanaugh John A. Graf
Senior Vice President, General Counsel Chairman, Chief Executive
and Secretary Officer and President
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor, The Variable Annuity Life Insurance Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Registration Statement, and 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 this 30th day of October, 2000.
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
Attest: /s/ Mary L. Cavanaugh By: /s/ John A. Graf
------------------------------------ --------------------------
Mary L. Cavanaugh John A. Graf
Senior Vice President, General Counsel Chairman, Chief Executive
and Secretary Officer and President
<PAGE> 93
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
--------- ----- ----
<S> <C> <C>
/s/ John A. Graf Chairman, Chief Executive October 30, 2000
-------------------------------- Officer and President
John A. Graf
/s/ Kent E. Barrett Director, Executive Vice President, October 30, 2000
-------------------------------- Chief Financial Officer and
Kent E. Barrett Principal Accounting Officer
* Director and Executive Vice President - October 30, 2000
-------------------------------- Sales
Bruce R. Abrams
* Director and Executive Vice President - October 30, 2000
-------------------------------- Operations
Carl J. Santillo
* Director, Sr. Vice President, General October 30, 2000
-------------------------------- Counsel & Secretary
Mary L. Cavanaugh
* Director and Executive Vice President - October 30, 2000
-------------------------------- Institutional Marketing
Robert P. Condon
* Director and Senior Vice President - October 30, 2000
-------------------------------- Human Resources
Rebecca G. Campbell
</TABLE>
*By: /s/ Mary L. Cavanaugh
----------------------
Mary L. Cavanaugh
Attorney-in-Fact
<PAGE> 94
INDEX TO EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 18
TO
FORM N-4
FOR
SEPARATE ACCOUNT A
OF
THE VARIABLE ANNUITY
LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<S> <C>
8(j)(ii) -- Form of Amendment No. 1 to Participation Agreement
between The Variable Annuity Life Insurance Company
and Evergreen Equity Trust dated October 2, 2000.
8(j)(iii) -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and
Evergreen Investment Services, Inc. dated October 2,
2000.
8(k)(i) -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, SIT Mutual Funds,
Inc. and SIT Investment Associates, Inc. dated November
1, 2000.
8(k)(ii) -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and SIT
Investment Associates, Inc. dated November 1, 2000.
8(k)(iii) -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, SIT MidCap Growth
Fund, Inc. and SIT Investment Associates, Inc. dated
November 1, 2000.
8(k)(iv) -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and SIT
Investment Associates, Inc. dated November 1, 2000.
8(l)(i) -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, Ariel Investment Trust
and Ariel Distributors, Inc. dated November 7, 2000.
8(l)(ii) -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and Ariel
Distributors, Inc.
8(m)(i) -- Form of Services Agreement between The Variable Annuity
Life Insurance Company and Janus Service Corporation.
8(m)(ii) -- Form of Participant Administrative Services Agreement
between The Variable Annuity Life Insurance Company
and Janus Service Corporation.
8(m)(iii) -- Form of Distribution and Shareholder Services Agreement
between The Variable Annuity Life Insurance Company
and Janus Distributors, Inc.
8(n)(i) -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, INVESCO Stock Funds,
Inc. and INVESCO Distributors, Inc.
8(n)(ii) -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and INVESCO
Funds Group, Inc.
8(o)(i) -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, Warburg Pincus Small
Company Growth Funds (common shares), Credit Suisse
Asset Management, LLC and Credit Suisse Asset
Management Securities, Inc. dated October 2, 2000.
8(o)(ii) -- Form of Administrative Services Agreement Letter
between The Variable Annuity Life Insurance Company
and Credit Suisse Asset Management, LLC dated October
2, 2000.
8(p)(i) -- Form of Participation Agreement between The Variable
Annuity Life Insurance Company, Lou Holland Fund and
HCM Investments, Inc. dated November 1, 2000.
8(p)(ii) -- Form of Administrative Services Agreement between The
Variable Annuity Life Insurance Company and Holland
Capital Management, L.P. dated November 1, 2000.
8(q) -- Form of Agency Agreement between The Variable Annuity
Life Insurance Company, MAS Funds, MAS Fund
Distribution, Inc. and Miller Anderson & Sherrerd, LLP
dated November 1, 2000.
</TABLE>
