<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1997
REGISTRATION N.2-30771
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[X] POST-EFFECTIVE AMENDMENT NO. 40
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
[X] AMENDMENT NO. 40
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
(Exact Name of Registrant)
<TABLE>
<S> <C>
AMERICAN FIDELITY ASSURANCE COMPANY
(Name of Insurance Company)
2000 CLASSEN CENTER
OKLAHOMA CITY, OKLAHOMA 73106
(Address of Insurance Company's (Zip Code)
Principal Executive Offices)
</TABLE>
Insurance Company's Telephone Number, Including Area Code (405) 523-2000
<TABLE>
<S> <C>
STEPHEN P. GARRETT Copies to:
SENIOR VICE PRESIDENT THEODORE M. ELAM, ESQ.
LAW AND GOVERNMENT AFFAIRS CONNIE S. STAMETS, ESQ.
AMERICAN FIDELITY ASSURANCE COMPANY MCAFEE & TAFT
2000 CLASSEN CENTER A PROFESSIONAL CORPORATION
OKLAHOMA CITY, OKLAHOMA 73106 211 N. ROBINSON, 10TH FLOOR
(Name and Address of Agent for Service) OKLAHOMA CITY, OKLAHOMA 73102
</TABLE>
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
An indefinite amount of securities has been registered hereunder pursuant
to Rule 24f-2(a)(1) of the Investment Company Act of 1940.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)
<TABLE>
<CAPTION>
ITEM
NO. ITEM LOCATION IN PROSPECTUS
- ---- ---- ----------------------
<C> <S> <C>
1 Cover Page......................................... Cover Page
2 Definitions........................................ "Definitions"
3 Synopsis........................................... "Fee Table"; "Participant Questions"
4 Condensed Financial Information.................... "Condensed Financial Information"
5 General Description of Registrant and the Insurance
Company.......................................... "General Description of the Fund and the
Company"
6 Management......................................... "Management of the Fund"
7 Deductions and Expenses............................ "Deductions and Expenses"
8 General Description of Variable Annuity
Contracts........................................ "General Description of Variable Annuity
Contracts"
9 Annuity Period..................................... "Annuity Period"
10 Death Benefit...................................... "Death Benefit"
11 Purchases and Contract Value....................... "Purchases and Contract Value"
12 Redemptions........................................ "Redemptions"
13 Taxes.............................................. "Federal Tax Matters"
14 Legal Proceedings.................................. "Legal Proceedings"
15 Table of Contents of the Statement of Additional
Information...................................... "Contents of Statement of Additional
Information"
</TABLE>
<PAGE> 3
Parts A and B as they appear in the registrant's Post-Effective
Amendment No. 39 to Registration Statement on Form N-3 are not amended by this
Post-Effective Amendment No. 40 thereto and are incorporated herein by
reference.
<PAGE> 4
PART C
OTHER INFORMATION
ITEM 28 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The Fund's financial statements as of and for the six months ended June 30,
1996 are incorporated herein by reference to its 1996 semiannual report to
Contract Owners. Other information in such report is not incorporated by this
reference and is not a part of the Registration Statement.
The following financial statements are included in Item 27 of Part B of the
Registration Statement:
AMERICAN FIDELITY VARIABLE ANNUITY FUND A
Independent Auditors' Report
Statements of Assets and Liabilities as of December 31, 1995 and 1994
Statements of Operations for the Years Ended December 31, 1995 and 1994
Statements of Changes in Net Assets for the Years Ended December 31, 1995
and 1994
Schedule of Portfolio Investments as of December 31, 1995
Financial Highlights for the Five Years Ended December 31, 1995
Notes to Financial Statements
AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income for the Years Ended December 31, 1995,
1994 and 1993
Consolidated Statements of Stockholder's Equity for the Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
(b) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C> <C>
1 -- Resolution adopted by the Board of Directors of the
Company on May 7, 1968, authorizing establishment of the
Fund. Incorporated by reference to Exhibit 1 to
Registrant's original filing on Form N-8B-1 and Form S-5.
2 -- Rules and Regulations of the Registrant adopted September
3, 1968, and all amendments through April 23, 1986.
Incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 33 to Form N-3 filed March 1, 1993.
3 -- Corporate Custodial Agreement dated December 19, 1994,
between the Registrant and Boatmen's Trust Company, an
Oklahoma Trust Company. Incorporated by reference to
Exhibit 3 to Post-Effective Amendment No. 37 to Form N-3
filed September 20, 1995.
</TABLE>
C-1
<PAGE> 5
<TABLE>
<S> <C> <C>
4.1 -- Management and Investment Advisory Contract between the Registrant and the Company
dated May 1, 1973, as amended by Amendment dated September 1, 1995. Incorporated by
reference to Exhibit 4.1 to Post-Effective Amendment No. 33 to Form N-3 filed March 1,
1993 and Exhibit 4.1.1 to Post-Effective Amendment No. 37 to Form N-3 filed September
20, 1995.
4.2 -- Investment Sub-Advisory Agreement between the Company and Lawrence W. Kelly &
Associates, Inc. dated June 26, 1995. Incorporated by reference to Exhibit 4.3 to
Post-Effective Amendment No. 37 to Form N-3 filed September 20, 1995.
4.3 -- Investment Sub-Advisory Agreement between the Company and Todd Investment Advisors,
Inc. dated June 26, 1995. Incorporated by reference to Exhibit 4.4 to Post-Effective
Amendment No. 37 to Form N-3 filed September 20, 1995.
5 -- Underwriting Contract between the Registrant and American Fidelity Securities, Inc.,
dated December 20, 1972. Incorporated by reference to Exhibit 5 to Post-Effective
Amendment No. 33 to Form N-3 filed March 1, 1993.
6 -- Form of Variable Annuity Contract and Amendment Rider (Investment Management Charge).
Incorporated by reference to Exhibit 6 to Post-Effective Amendment No. 27 to Form N-3
filed April 30, 1987 and Exhibit 6.1 to Post-Effective Amendment No. 38 to Form N-3
filed April 26, 1996.
7 -- Form of Variable Annuity Application. Incorporated by reference to Exhibit 7 to
Post-Effective Amendment No. 27 to Form N-3 filed April 30, 1987.
8.1 -- Articles of Incorporation of the Company and all amendments through November 4, 1987.
Incorporated by reference to Exhibit 8.1 to Post-Effective Amendment No. 33 to Form N-3
filed March 1, 1993.
8.2 -- Bylaws of the Company and all amendments through April 4, 1990. Incorporated by
reference to Exhibit 8.2 to Post-Effective Amendment No. 33 to Form N-3 filed March 1,
1993.
9 -- Not applicable.
10 -- Not applicable.
11 -- Not applicable.
12 -- Opinion and Consent of Counsel. Incorporated by reference to Exhibit 12 to Post-
Effective Amendment No. 38 to Form N-3 filed April 26, 1996.
13 -- Independent Auditors' Consent. Incorporated by reference to Exhibit 13 to Post-
Effective Amendment No. 39 to Form N-3 filed December 11, 1996.
14 -- Not applicable.
15 -- Not applicable.
16 -- Schedule for computation of performance quotation provided in Item 25. Incorporated by
reference to Exhbit 16 to Post-Effective Amendment No. 39 to Form N-3 filed December
11, 1996.
17 -- Financial Data Schedule. Incorporated by reference to Exhibit 17 to Post-Effective
Amendment No. 39 to Form N-3 filed December 11, 1996.
24 -- Power of Attorney. Incorporated by reference to Exhibit 24 to Post-Effective Amendment
No. 39 to Form N-3 filed December 11, 1996.
</TABLE>
C-2
<PAGE> 6
ITEM 29 -- DIRECTORS AND OFFICERS OF THE INSURANCE COMPANY
<TABLE>
<CAPTION>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME AND PRINCIPAL WITH INSURANCE COMPANY REGISTRANT
BUSINESS ADDRESS ---------------------- -------------
<S> <C> <C>
Lynda L. Cameron Director None
2000 Classen Center
Oklahoma City, OK
William M. Cameron Vice Chairman and Chief Executive None
2000 Classen Center Officer, Director
Oklahoma City, OK
David R. Carpenter Senior Vice President, Treasurer None
2000 Classen Center
Oklahoma City, OK
William E. Durrett Chairman of the Board, Director None
2000 Classen Center
Oklahoma City, OK
Stephen P. Garrett Senior Vice President, Secretary None
2000 Classen Center
Oklahoma City, OK
Edward C. Joullian, III Director Manager
2000 Classen Center
Oklahoma City, OK
Kenneth D. Klehm Senior Vice President None
2000 Classen Center
Oklahoma City, OK
Alfred L. Litchenburg Senior Vice President None
2000 Classen Center
Oklahoma City, OK
John W. Rex President, Chief Operating Officer, Manager and
2000 Classen Center Director Chairman of
Oklahoma City, OK the Board
Galen P. Robbins, M.D. Director None
3433 N.W. 56th
Oklahoma City, OK
John D. Smith Director None
P.O. Box 18832
Atlanta, GA
</TABLE>
C-3
<PAGE> 7
ITEM 30 -- PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INSURANCE
COMPANY OR REGISTRANT
** CAMERON ENTERPRISES, A LIMITED PARTNERSHIP (CELP) - OK CHART
73-1267299
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
CELP Ltd. Agency, Inc.-OK
100%
73-1369092
North American
Ins. Agency, Inc.
(NAIA) - OK
79.97%
73-0687265
Shade Works, LLC - OK Agar Ins. Agency, Inc. - OK
33.33% 94.5%
73-1475654 73-0675989
National Ins. Marketers
Agency, Inc. - OK
100%
73-1437538
American Fidelity Corp.
(AFC) - NV
91.47%
73-0966202
Market Place Realty American Mortgage
Corp. (MPRC) - OK & Investment Co.
100% (AMICO) - OK
73-1160212 80%
73-1232134
Holiday Mortgage Corp. - OK
95%
73-1284635
Cimarron Investment *American Fidelity
Co., Inc. - KS Credit Corp. (AFCC)
100% 100% - KS
48-0759023 NAIC #20400
48-089493
Shade Works, LLC *American Fidelity
16.67% - OK Assurance CO. (AFA) - OK
73-1475634 100%
73-0714500
NAIC #60410
*Security General Life American Fidelity American Fidelity Ltd.
Ins. Co. (SGL) - OK Securities, Inc. Agency, Inc. (AFLA) - OK
100% (AFS) - OK 100%
73-0741925 100% 73-1352430
NAIC #68691 73-0783902
American Fidelity General
Agency, Inc. (AFGA) - OK
100%
73-1352431
Balliet's, Inc. Apple Creek American Fidelity
75% - OK Apartments, Inc. Property Co. - OK
73-0761950 100% - OK (AFPC) - 100%
73-1408485 73-1290496
Home Rentals, Inc.
100% - OK
73-1364226
American Fidelity
International Holdings, Inc.
100% - OK
73-1421879
American Fidelity American Fidelity
Offshore Investments., LTD Care, LLC - OK
Bermuda - 100% 33%
Reg. #EC20754 73-1424864
***American Fidelity
(Cypress) Limited - Cypress
99%
Arussco, Inc. ***Soyusnik
(L.C.) - OK Insurance Co.
Three Units Russian
73-1438822 Federation - 34%
</TABLE>
* Insurance Company
** A Limited Partnership
*** No tax or registration numbers
Note: All of the above organizations are corporations that have the word
Company, Inc., or Corp. The above organizations which have the
letters L.L.C. or L.C. are limited liability companies.
C-4
<PAGE> 8
The Company's insurance company subsidiaries file with various state
insurance departments separate financial statements prepared according to the
practices prescribed or permitted by applicable state insurance laws and
regulations. Separate financial statements of the Company's broker-dealer
subsidiary, American Fidelity Securities, Inc., are prepared in accordance with
generally accepted accounting principles and filed with the Securities and
Exchange Commission.
The subsidiaries of the Company reflected in the preceding table are
included in the consolidated financial statements of the Company, and the
Company and its consolidated subsidiaries are included in the consolidated
financial statements of American Fidelity Corporation in accordance with
generally accepted accounting principles.
ITEM 31 -- NUMBER OF CONTRACT OWNERS
As of March 29, 1996 there were 1,538 Contract Owners of qualified
contracts offered by the Registrant.
ITEM 32 -- INDEMNIFICATION
Section 3 of the underwriting agreement provides that the Company will
indemnify the Fund and its managers and its officers and employees, if any, from
any failure by the underwriter to comply with any state or federal laws and
Registrant agrees to indemnify the underwriter from any liability arising out of
the registration statement. The Board of Directors of the Company adopted a
resolution on May 7, 1968, indemnifying the Board of Managers of the Fund. The
Company has undertaken to reimburse the Board of Managers for all legal and
other expenses reasonably incurred in defense of any claims or liabilities to
which the Board may become subject in the exercise of its duties and
responsibilities to the Fund. No indemnification or reimbursement will be made
in the case of willful misfeasance, bad faith, gross negligence or reckless
disregard of duties. Additionally, the Board of Managers of the Fund is included
in the Company's comprehensive dishonesty, disappearance and destruction policy,
commonly known as a blanket bond.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
In accordance with Section 17(h) of the Investment Company Act of 1940, the
members of the Board of Managers of Registrant do hereby waive any provision for
indemnification to the extent such provision violates Section 17(h). The Board
of Managers agree that indemnification is precluded for any liability, whether
or not there is an adjudication of liability, arising by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of duties
("disabling conduct") unless (1) there is a final decision on the merits by a
court or other body before whom the proceeding was brought; (2) the person to be
indemnified was not liable by reason of disabling conduct by the vote of a
majority of a quorum of directors who are neither "interested persons" of the
Registrant nor parties to the proceeding; or (3) a determination by an
independent legal counsel in a written opinion.
C-5
<PAGE> 9
ITEM 33 -- BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
American Fidelity Assurance Company is primarily engaged in writing life,
accident and health and annuity business. The officers and directors of the
Company are employed by the Company except for the following:
1. Lynda L. Cameron, a director of the Company, is President of Cameron
Arabian, Inc. and Cameron Equestrian Centers, Inc., 14150 South Air
Depot Blvd., Edmond, Oklahoma 73034.
2. Edward C. Joullian, III, a director of the Company, is Chairman of the
Board of Directors and Chief Executive Officer of Mustang Fuel
Corporation, 2000 N. Classen, Suite 800 East, Oklahoma City, Oklahoma
73106.
3. Galen P. Robbins, M.D., a director of the Company, is a physician and a
director of Cardiovascular Clinic, 3433 N.W. 56th Street, Suite 400,
Oklahoma City, Oklahoma 73112.
4. John D. Smith, a director of the Company, is President of John D. Smith
Developments, Inc., a real estate development company, 3400 Peach Tree
Road, Suite 831, Atlanta, Georgia 30326.
A description of the other investment advisory activities of the
Sub-Advisors is included in the Prospectus under "Management of the Fund."
Lawrence W. Kelly and Janice M. Kelly are the sole shareholders and directors of
Lawrence W. Kelly & Associates, Inc. The officers of Kelly and the positions
they have held since January 1, 1994 or earlier are as follows:
<TABLE>
<CAPTION>
NAME POSITIONS
---- ---------
<S> <C>
Lawrence W. Kelly................... Chairman, Chief Executive Officer and
Treasurer
Nicholas J. Welsh................... Senior Vice President (1996-present); Vice
President (1995-1996); Associate, Dean
Witter Reynolds, Inc. (1988-1995)
Maria Alejandra Tescher............. Vice President -- Senior Trader &
Operations Manager
Janice M. Kelly..................... Secretary
</TABLE>
Todd Investment Advisers, Inc. is a wholly-owned subsidiary of Stifel Asset
Management Corp. ("SAMC"), which is a wholly-owned subsidiary of Stifel
Financial Corporation ("SFC"). The address of both SAMC and SFC is 500 North
Broadway, St. Louis, Missouri 63102. Stifel, Nicolaus & Company ("Stifel"), a
registered broker-dealer and investment advisor, is another wholly-owned
subsidiary of SFC. Todd Investment is managed by the following persons, who have
held the positions indicated since January 1, 1994 or earlier:
C-6
<PAGE> 10
<TABLE>
<CAPTION>
NAME POSITIONS
---- ---------
<S> <C>
Bosworth M. Todd.................... Chairman and President; Director, First
Capital Bank of Kentucky (1996-present);
Director of SAMC
Robert P. Bordogna.................. Executive Vice President; Director of SAMC
George Herbert Walker, III.......... Chairman of SFC and SAMC
Robert B. Cregor, Jr................ Executive Vice President
Sam C. Ellington.................... Vice President (1996-present); Vice
President, PNC Bank, Louisville,
Kentucky (1993-1996)
Curtiss M. Scott, Jr................ Vice President (1996-present); Partner and
Managing Director, Executive Investment
Advisors, Inc. (1993-1996)
Margaret C. Bell.................... Vice President of Marketing
</TABLE>
Directors of Todd Investment are also employees of Stifel.
ITEM 34 -- PRINCIPAL UNDERWRITERS
(a) American Fidelity Securities, Inc. is the sole underwriter for the
Fund. The Fund is the only company for which it acts as underwriter, depositor,
sponsor or investment advisor.
(b) Director and officer information for American Fidelity Securities, Inc.
is as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND
BUSINESS ADDRESS WITH UNDERWRITER OFFICES WITH FUND
------------------ --------------------- -----------------
<S> <C> <C>
William E. Durrett Director, Chairman of the None
P.O. Box 25523 Board, President and
Oklahoma City, OK 73125 Registered Limited Principal
David R. Carpenter Director, Senior Vice President, None
P.O. Box 25523 Treasurer, Chief Financial
Oklahoma City, OK 73125 Officer and Registered
Limited Principal
Marvin R. Ewy Director, Vice President, None
P.O. Box 25523 Secretary, Chief Operations
Oklahoma City, OK 73125 Officer and Registered
Limited Principal
Nancy K. Steeber Second Vice President, None
P.O. Box 25523 Operations Officer and
Oklahoma City, OK 73125 Registered Limited Principal
</TABLE>
(c) Information about commissions received by American Fidelity Securities,
Inc. in 1995 is as follows:
<TABLE>
<CAPTION>
NET
NAME OF UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS ON REDEMPTION BROKERAGE OTHER
UNDERWRITER AND COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION
----------- --------------- ---------------- ----------- ------------
<S> <C> <C> <C> <C>
American Fidelity $255,986* -0- -0- -0-
Securities, Inc.
- ---------------
* Equal to 3% fee deducted from premium deposits to the Fund.
</TABLE>
C-7
<PAGE> 11
ITEM 35 -- LOCATION OF ACCOUNTS AND RECORDS
All records relating to the Fund required by Section 31(a) of the
Investment Company Act of 1940 are kept at:
2000 Classen Center
Oklahoma City, Oklahoma 73106
ITEM 36 -- MANAGEMENT SERVICES
See Item 21 -- "Investment Advisory and Other Services" in Part B of this
Registration Statement.
ITEM 37 -- UNDERTAKINGS
The Fund hereby undertakes to:
(a) file a post-effective amendment, using financial statements of the Fund
which need not be certified, within four to six months from the
effective date of the Fund's 1933 Act registration statement;
(b) file a post-effective amendment to this registration statement as
frequently as is 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;
(c) 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 postcard or
similar written communication affixed to or included in the Prospectus
that the applicant can remove to send for a Statement of Additional
Information; and
(d) deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon
written or oral request.
The Company hereby represents that the fees and charges deducted under the
Variable Annuity 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-8
<PAGE> 12
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940 the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Oklahoma City, and State of Oklahoma on this 23rd day of
January, 1997.
AMERICAN FIDELITY VARIABLE
ANNUITY FUND A (REGISTRANT)
BY /s/ JOHN W. REX*
------------------------------------
John W. Rex, Chairman of the Board
AMERICAN FIDELITY ASSURANCE
COMPANY (INSURANCE COMPANY)
BY /s/ JOHN W. REX*
------------------------------------
John W. Rex, President
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on January 23,
1997.
/s/ JOHN W. REX*
------------------------------------
John W. Rex, Chairman of the Board
/s/ DANIEL D. ADAMS, JR.
------------------------------------
Daniel D. Adams, Jr., Manager
and Secretary of the Board
/s/ JEAN G. GUMERSON*
------------------------------------
Jean G. Gumerson, Manager
/s/ EDWARD C. JOULLIAN, III*
------------------------------------
Edward C. Joullian, III, Manager
/s/ GREGORY M. LOVE*
------------------------------------
Gregory M. Love, Manager
/s/ J. DEAN ROBERTSON*
------------------------------------
J. Dean Robertson, Manager
/s/ G. RAINEY WILLIAMS, JR.*
------------------------------------
G. Rainey Williams, Jr., Manager
*By /s/ DANIEL D. ADAMS, JR.
----------------------------------
Daniel D. Adams, as attorney in fact
C-9
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
------- ----
<S> <C> <C>
1 -- Resolution adopted by the Board of Directors of the
Company on May 7, 1968, authorizing establishment of the
Fund. Incorporated by reference to Exhibit 1 to
Registrant's original filing on Form N-8B-1 and Form S-5.
2 -- Rules and Regulations of the Registrant adopted September
3, 1968, and all amendments through April 23, 1986.
Incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 33 to Form N-3 filed March 1, 1993.
3 -- Corporate Custodial Agreement dated December 19, 1994,
between the Registrant and Boatmen's Trust Company, an
Oklahoma Trust Company. Incorporated by reference to
Exhibit 3 to Post-Effective Amendment No. 37 to Form N-3
filed September 20, 1995.
4.1 -- Management and Investment Advisory Contract between the
Registrant and the Company dated May 1, 1973, as amended
by Amendment dated September 1, 1995. Incorporated by
reference to Exhibit 4.1 to Post-Effective Amendment No.
33 to Form N-3 filed March 1, 1993 and Exhibit 4.1.1 to
Post-Effective Amendment No. 37 to Form N-3 filed
September 20, 1995.
4.2 -- Investment Sub-Advisory Agreement between the Company and
Lawrence W. Kelly & Associates, Inc. dated June 26, 1995.
Incorporated by reference to Exhibit 4.3 to
Post-Effective Amendment No. 37 to Form N-3 filed
September 20, 1995.
4.3 -- Investment Sub-Advisory Agreement between the Company and
Todd Investment Advisors, Inc. dated June 26, 1995.
Incorporated by reference to Exhibit 4.4 to
Post-Effective Amendment No. 37 to Form N-3 filed
September 20, 1995.
5 -- Underwriting Contract between the Registrant and American
Fidelity Securities, Inc., dated December 20, 1972.
Incorporated by reference to Exhibit 5 to Post-Effective
Amendment No. 33 to Form N-3 filed March 1, 1993.
6 -- Form of Variable Annuity Contract and Amendment Rider
(Investment Management Charge). Incorporated by reference
to Exhibit 6 to Post-Effective Amendment No. 27 to Form
N-3 filed April 30, 1987 and Exhibit 6.1 to
Post-Effective Amendment No. 38 to Form N-3 filed April
26, 1996.
7 -- Form of Variable Annuity Application. Incorporated by
reference to Exhibit 7 to Post-Effective Amendment No. 27
to Form N-3 filed April 30, 1987.
8.1 -- Articles of Incorporation of the Company and all
amendments through November 4, 1987. Incorporated by
reference to Exhibit 8.1 to Post-Effective Amendment No.
33 to Form N-3 filed March 1, 1993.
8.2 -- Bylaws of the Company and all amendments through April 4,
1990. Incorporated by reference to Exhibit 8.2 to
Post-Effective Amendment No. 33 to Form N-3 filed March
1, 1993.
9 -- Not applicable.
10 -- Not applicable.
11 -- Not applicable.
12 -- Opinion and Consent of Counsel. Incorporated by reference
to Exhibit 12 to Post-Effective Amendment No. 38 to Form
N-3 filed April 26, 1996.
13 -- Independent Auditors' Consent. Incorporated by reference
to Exhibit 13 to Post-Effective Amendment No. 39 to Form
N-3 filed December 11, 1996.
14 -- Not applicable.
15 -- Not applicable.
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
------- ----
<S> <C> <C>
16 -- Schedule for computation of performance quotation
provided in Item 25. Incorporated by reference to Exhbit
16 to Post-Effective Amendment No. 39 to Form N-3 filed
December 11, 1996.
17 -- Financial Data Schedule. Incorporated by reference to
Exhibit 17 to Post-Effective Amendment No. 39 to Form N-3
filed December 11, 1996.
24 -- Power of Attorney. Incorporated by reference to Exhibit
24 to Post-Effective Amendment No. 39 to Form N-3 filed
December 11, 1996.
</TABLE>
