July 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk, Stop 1-4
RE:American General Series Portfolio Company
Rule 24f-2 Notice
File No. 2-83631/811-3738
Gentlemen:
Pursuant to the provisions of Rule 24f-2 of the Investment Company Act of 1940,
the following information is being filed for fiscal year ended May 31, 1995.
1.The number or amount of securities which had been registered under the
Securities Act of 1933, other than pursuant to Rule 24f-2 but which remained
unsold at the beginning of fiscal year 1995 was $0.
2.The number or amount of securities, if any, registered during fiscal year 1995
other than pursuant to Rule 24f-2 amounted to $0.
3.The number or amount, if any, of securities sold (purchase payments) during
fiscal year 1995 amounted to $702,920,755.
4.The number or amount of securities purchased during fiscal year 1995 and the
number or amount of securities sold during fiscal year 1995 in reliance upon
registration pursuant to Rule 24f-2 is as follows:
a.Total purchase payments pursuant to Rule 24f-2 for
fiscal year 1995. $702,920,755
b.Actual aggregate redemption price for securities redeemed
during fiscal year 1995.$423,715,728
c.Actual aggregate redemption price of securities previously
applied by the company pursuant to Section 24e-2(a) in
filings made pursuant to Section 24e-1 of the 1940 Act.$ - 0 -
d.Net redemptions [(b)-(c)].$423,715,728
e. Shares registered in reliance upon SEC Office of Insurance
Products, Division of Investment Management letter of
June 20, 1995 (Ref. No. 1P-3-95).*$277,478,199
f.Difference between Purchase Payments and Redemptions and
shares registered by other registrants. [(a)-(d)-(e)].$ 1,726,828
July 28, 1995
Securities and Exchange Commission
Page 2
5.Filing fee due - $595.46. (Wired to SEC account #910-8739.)
6.The number or amount of securities which had been registered under the
Securities Act of 1933, other than pursuant to Rule 24f-2 but which remained
unsold at the end of fiscal year 1995:
a.Difference between Purchase Payments and Redemptions during
fiscal year 1995 in reliance upon registration pursuant to
Rule 24f-2.$ 1,726,828
b.The number or amount of securities which had been registered
previous to fiscal year 1995 under the Securities Act of
1933, other than pursuant to Rule 24f-2 but which remained
unsold at the beginning of fiscal year 1995.$ - 0 -
c.The number or amount of securities which had been registered
previous to fiscal year 1995 under the Securities Act of
1933, other than pursuant to Rule 24f-2 but which remained
unsold at the end of fiscal year 1995.
[(b)-(a); if less than zero, enter zero].$ - 0 -
d.The number or amount of securities, if any, registered during
fiscal year 1995 other than pursuant to Rule 24f-2. $ - 0 -
e.The number or amount of securities which had been registered
under the Securities Act of 1933, other than pursuant to
Rule 24f-2 butwhich remained unsold at the end of fiscal
year 1995 [(c)+(d)].$ - 0 -
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the Shares, the registration of which this Notice
makes
definite in number, were legally issued, fully paid, and nonassessable.
Very truly yours,
Debra A. Yeang /s/
Debra A. Yeang
Assistant Treasurer of American General Series Portfolio Company
Footnote:
*The referenced letter states the Division's position that "Based on the
facts presented, the Division would not object if an Underlying Fund
calculates and pays 1933 Act registration fees pursuant to Rule 24f-2 under
the 1940 Act based on all of its sales and redemptions of securities during
the Underlying Fund's previous fiscal year except sales to and redemptions
from insurance company separate accounts that issued securities on which
registration fees were paid to the Commission pursuant to Section 6(b) of
the 1933 Act."
July 28, 1995
American General Series Portfolio Company
2929 Allen Parkway
Houston, Texas 77019
Gentlemen:
At your request, I have examined the form of Registration
Statement (File No. 2-83631/811-3788) on Form N-1A filed by
you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended, of an indefinite number of shares of your
Stock Index Portfolio, MidCap Index Portfolio, Small Cap
Index Portfolio, International Equities Portfolio, Growth
Portfolio, Growth & Income Portfolio, Science & Technology
Portfolio, Social Awareness Portfolio, Timed Opportunity
Portfolio, Capital Conservation Portfolio, Government
Securities Portfolio, International Government Bond Portfolio
and Money Market Portfolio series of common stock, each
series at $0.01 par value. I have also examined the form of Rule
24f-2 Notice proposed to be filed by you with the Commission
not later than July 31, 1995, reporting shares issued and sold of
your capital stock in reliance upon your registration of indefinite
number of shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended.
Based upon my examination and upon my knowledge of your
corporate activities, and assuming, without independent
verification, that the shares for which registration fees are
hereby being paid were sold in compliance with applicable state
laws and in the manner referred to in the Registration
Statement, it is my opinion that these shares were legally issued,
fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice.
Yours very truly,
Cynthia A. Toles /s/
Cynthia A. Toles
cat/csw
