<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
IMPORTANT NOTICE
TO AMERICAN GENERAL SERIES PORTFOLIO COMPANY -- GROWTH FUND SHAREHOLDERS
QUESTIONS & ANSWERS
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Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the issues to be voted on.
- --------------------------------------------------------------------------------
Q. WHAT CHANGES ARE BEING MADE TO THE GROWTH FUND ("FUND")?
A. Wellington Management Company, LLP ("Wellington Management") has been chosen
as the new sub-adviser, replacing T. Rowe Price Associates, Inc. In addition,
the Fund's fundamental investment restriction regarding concentration of
investments in a single industry is being amended.
Q. WHO IS WELLINGTON MANAGEMENT?
A. Wellington Management is one of America's oldest and largest independent
investment advisory firms, tracing its origins to 1928. Wellington Management
currently oversees $223 billion of client assets in a broad range of
investment styles for retirement plans, endowments, public funds and mutual
fund sponsors around the world. The firm and its affiliates have offices in
Boston, Atlanta, Radnor, San Francisco, London, Singapore, Sydney and Tokyo.
Q. WHY THE CHANGE OF SUB-ADVISER TO WELLINGTON MANAGEMENT?
A. Wellington Management has been chosen as the new sub-adviser for the Fund.
The Fund is managed by Wellington Management's Core Equity Team of portfolio
managers who are supported by a significant number of global industry
analysts along with specialized fundamental, quantitative and technical
analysts, macro economic analysts and traders. Maya K. Bittar, CPA and Vice
President of Wellington Management, is one of the portfolio managers and has
the responsibility for implementing the Fund's investment portfolio. With its
conservative, long-term approach, the Fund is expected to maintain a
disciplined investment style. The Fund has holdings in a broad range of
industry sectors.
Q. WHY AM I RECEIVING THIS PROXY STATEMENT?
A. This proxy statement is to seek shareholder approval of a new investment
sub-advisory relationship with Wellington Management, and to seek approval of
a change to a specific investment restriction. Please refer to the proxy
statement for a detailed explanation of the proposed items.
Q. HOW WILL I BENEFIT FROM THE APPROVAL OF THESE PROPOSED CHANGES?
A. We believe that Wellington Management will provide the Fund and its
shareholders a consistent investment process through a disciplined long-term
approach. The proposed change to the fundamental investment restriction is
intended to increase the new sub-adviser's flexibility in managing the Fund.
In addition, there is no increase in the fees or expenses payable by the Fund
under the new investment sub-advisory relationship. You will continue to
receive the same high quality shareholder services to which you have grown
accustomed.
<PAGE> 3
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Yes. Your vote is needed to ensure that the proposals can be acted upon. Your
immediate response will help save on the costs of any further solicitations
for a shareholder vote. We encourage you to participate in the affairs of
your Fund.
Q. HAS MY FUND'S BOARD OF DIRECTORS APPROVED THE PROPOSALS?
A. Yes. The Board has approved each proposal on the proxy card and recommends
that you vote "FOR" each of the items proposed.
Q. WHO IS PAYING FOR EXPENSES RELATED TO THE SHAREHOLDER'S MEETING?
A. The Fund will bear the costs relating to the proxy statement preparation,
printing, mailing and solicitation and of the shareholder's meeting.
2
<PAGE> 4
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE GROWTH FUND
DECEMBER 16, 1999
A Special Meeting of Shareholders of the Growth Fund (the "Fund"), a series
of American General Series Portfolio Company (the "Company"), will be held in
Meeting Room 1 of The Variable Annuity Life Insurance Company ("VALIC"), Plaza
Level, The Woodson Tower, 2919 Allen Parkway, Houston, Texas on Thursday,
December 16, 1999 at 2:00 p.m. Central Standard Time, for the following
purposes:
1. To approve a new investment sub-advisory agreement between VALIC and
Wellington Management Company, LLP ("Wellington Management").
2. To approve changing the Fund's fundamental investment restriction
regarding concentration of investments in a single industry.
3. To transact any other business properly brought before the meeting.
Only shareholders of record at the close of business on October 15, 1999
are entitled to vote at this meeting and any adjournment thereof.
YOU ARE URGED TO EXERCISE YOUR RIGHT TO GIVE VOTING INSTRUCTIONS FOR THE
MEETING BY FILLING IN, DATING AND SIGNING THE ENCLOSED VOTING INSTRUCTION
FORM(S). PLEASE RETURN YOUR VOTING INSTRUCTIONS PROMPTLY.
By Order of the Board of Directors
/s/ THOMAS L. WEST, JR.
------------------------------------
Thomas L. West, Jr.
Chairman of the Board of Directors
American General Series Portfolio
Company
October [23], 1999
2929 Allen Parkway
Houston, Texas 77019
<PAGE> 5
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
GROWTH FUND
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 526-5251
---------------------
PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 16, 1999
---------------------
The accompanying voting instructions ("Proxy") are solicited on behalf of
the Board of Directors (the "Board") of the American General Series Portfolio
Company (the "Company") on behalf of the Growth Fund (the "Fund"), a series of
the Company, in connection with shares to be voted at a Special Meeting of
Shareholders of the Fund on December 16, 1999 and at any adjournment or
postponement thereof (the "Meeting"). The Meeting will be held in Meeting Room 1
of The Variable Annuity Life Insurance Company ("VALIC"), Plaza Level, The
Woodson Tower, 2919 Allen Parkway, Houston, Texas 77019 on December 16, 1999, at
2:00 p.m. Central Standard Time, for the purposes set forth in the Notice of
Meeting.
The Board has fixed the close of business on October 15, 1999 as the record
date for determination of shareholders, contract owners and participants
entitled to notice of and to vote at the Meeting on the following proposals:
1. Approval of a new investment sub-advisory agreement between VALIC and
Wellington Management Company, LLP ("Wellington Management").
2. Approval of changing the Fund's fundamental investment restriction
regarding concentration of investments in a single industry.
THE COMPANY'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS
ARE AVAILABLE AT NO COST. TO REQUEST A REPORT, PLEASE CALL THE COMPANY TOLL-FREE
AT 1-800-633-8960 OR WRITE VALIC AT 2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019.
The Notice and Proxy Statement are being mailed to shareholders, contract
owners and participants on or about October [23], 1999.
If you attend the Meeting, you also may be asked to vote on other business
matters properly raised at that time. Currently, the Board does not know of any
such matters other than those presented in this Proxy Statement. If any other
business should properly come before the Meeting, the Separate Account, which is
the investment vehicle that funds your contract, and the AGC Thrift Plans and
VALIC Thrift Plan as defined herein, will vote on them using their best
judgment.
<PAGE> 6
MAJORITY VOTING
For the shareholders to approve the two proposals described in this Proxy
Statement, each proposal must receive the favorable vote of a majority of the
outstanding voting securities of the Fund, which is defined under the Investment
Company Act of 1940, as amended (the "1940 Act") as the lesser of:
(1) more than 50% of the outstanding shares of the Fund; or
(2) 67% or more of the voting securities of the Fund present in person or
represented by proxy at the Meeting, if the holders of more than 50% of
the outstanding voting securities are present in person or represented
by proxy at the Meeting.
PROPOSAL 1: APPROVAL OF
NEW INVESTMENT SUB-ADVISORY AGREEMENT
At a meeting of the Company's Board held on July 27, 1999, the Directors
unanimously approved a proposal by VALIC to:
(1) approve a new investment sub-advisory agreement between VALIC and
Wellington Management appointing Wellington Management as the Fund's
investment sub-adviser; and
(2) revise the investment objective of the Fund from long-term growth of
capital through investment primarily in common stocks of U.S. growth
companies engaged in service-related activities to that of long-term
growth of capital through investment primarily in equity securities.
BACKGROUND INFORMATION
At a meeting of the Board held July 27, 1999, the Board, upon VALIC's
recommendation, approved the termination of the investment sub-advisory
agreement with T. Rowe Price Associates, Inc. ("T. Rowe Price") dated February
24, 1994, as supplemented February 2, 1998 (the "Former Sub-advisory
Agreement"). T. Rowe Price had served as the sub-adviser to the Fund pursuant to
the Former Sub-advisory Agreement which had been approved by the Fund's sole
shareholder on May 10, 1994. For the reasons described in greater detail below,
the Board approved the appointment of Wellington Management to succeed T. Rowe
Price as the sub-adviser of the Fund. Accordingly, by agreement (the
"Sub-advisory Agreement") dated September 1, 1999, Wellington Management
accepted the appointment and has served as sub-adviser to the Fund since
September 1, 1999. Shareholders of the Fund are now being asked to approve the
Sub-advisory Agreement under which Wellington Management is responsible for
managing the Fund's portfolio of investments. The Sub-advisory Agreement, which
is attached as Appendix A, is substantially the same as the Former Sub-advisory
Agreement except for the compensation to be paid by VALIC to Wellington
Management.
VALIC has served as the Fund's investment adviser since the Fund's
inception, serving pursuant to an investment advisory agreement dated May 1,
1992, as supplemented May 2, 1994. That agreement was approved by the Fund's
sole shareholder on May 10, 1994 and was most recently approved by the Directors
including a majority of the non-interested Directors, as such term is defined in
the 1940 Act, on July 27, 1999. The terms of that agreement, the substance of
which will not be affected by the proposal to be voted on at the Meeting,
provide that VALIC will pay sub-advisory fees to the sub-adviser of the Fund out
of VALIC's own
2
<PAGE> 7
assets. The Fund itself bears no responsibility for payment of the sub-advisory
fees and, therefore, approval of the Sub-advisory Agreement will not affect the
overall investment advisory fees to be paid by the Fund.
Section 15(c) of the 1940 Act forbids an investment company from entering
into, renewing, or performing under any advisory agreement (including any
sub-advisory agreement) unless the terms of the new advisory agreement have been
approved by the vote of the majority of the non-interested directors. Further,
Section 15(a) of the 1940 Act provides that a person may not act as an adviser
of a registered investment company unless the advisory agreement has been
approved by a vote of a majority of the company's voting securities.
Rule 15a-4 of the 1940 Act provides a temporary exemption from the
shareholder approval requirement for a period of 120 days after termination of
an advisory contract. Under Rule 15a-4, the new contract must be approved by the
investment company's board of directors, including a majority of the
non-interested directors, and the compensation to be paid under the new contract
may not exceed the compensation that would have been paid under the contract
most recently approved by the investment company's shareholders.
As previously discussed, the Directors, including a majority of the
non-interested Directors, approved the Sub-advisory Agreement on July 27, 1999.
The appointment of Wellington Management complies with the provisions of Rule
15a-4 because the advisory fee paid by the Fund is not increasing. The
sub-advisory fee paid to Wellington Management will be less than the fee paid to
T. Rowe Price under the Former Sub-advisory Agreement.
SUMMARY OF THE SUB-ADVISORY AGREEMENT
Under the Sub-advisory Agreement, Wellington Management provides a
continuing and suitable investment program for the Fund that is consistent with
the Fund's investment objective, policies and restrictions as adopted by the
Board. Wellington Management performs its specific duties under the Sub-
advisory Agreement subject to the control, direction, and supervision of VALIC
and the Board. As part of these specific duties, Wellington Management advises
and provides information to the Fund in connection with policy decisions; places
orders for purchases and sales of portfolio investments; instructs and provides
information to the Fund's custodian regarding securities and cash transactions;
provides information to VALIC regarding portfolio investments; and maintains
records required by the 1940 Act.
For its services as investment sub-adviser, Wellington Management is paid a
fee by VALIC at the following annual rates, based on the average daily net asset
value for each month and payable monthly: 0.325% of the first $50 million,
0.250% of the next $450 million, 0.200% of the next $1 billion, and 0.180% on
the excess over $1.5 billion. Under the fee schedule payable under the Former
Sub-advisory Agreement, T. Rowe Price was paid a fee by VALIC at the following
annual rates, based on the average monthly net asset value and payable monthly:
0.50% on the first $500 million, and 0.45% on assets over $500 million.
Sub-advisory fees for services provided to the Fund are paid by VALIC.
Under its investment advisory agreement, the Fund pays VALIC a fee that will not
change as a result of the change in the Fund's sub-adviser. This fee to VALIC is
at the annual rate of 0.80%, based on average monthly net asset value and
payable monthly. For the fiscal year ended May 31, 1999, the Fund paid VALIC
$9,178,667 for its investment advisory services with respect to the Fund.
3
<PAGE> 8
Each party agrees to bear the costs and expenses of performing its
obligations under the Sub-advisory Agreement. The Fund assumes the expenses of
taxes, custodian fees and expenses, brokerage commissions, and interest payable
on the Fund's borrowings.
Unless modified or terminated, the Sub-advisory Agreement will continue
with respect to the Fund for two years, and thereafter from year to year but
only so long as such continuance is specifically approved at least annually by
(a) a vote of a majority of the Board who are not parties to the Sub-advisory
Agreement or "interested persons" of VALIC or Wellington Management, as such
term is defined in the 1940 Act, cast in person at a meeting called for the
purpose of voting on such approval, and (b) either by a vote of the Board or a
majority of the outstanding voting securities of the Fund. The Sub-advisory
Agreement also provides that it may be terminated at any time without penalty by
vote of the Board or by vote of a majority of the Fund's outstanding voting
securities on 60 days' written notice to Wellington Management. The Sub-advisory
Agreement also may be terminated without penalty by VALIC on 60 days' written
notice to Wellington Management, or at any time if Wellington Management becomes
unable to discharge its duties and obligations under the Sub-advisory Agreement.
Lastly, the Sub-advisory Agreement may be terminated by Wellington Management on
60 days' written notice to VALIC. The Sub-advisory Agreement automatically
terminates in the event of its assignment.
EVALUATION BY THE BOARD
In evaluating the Sub-advisory Agreement, the Board reviewed materials
furnished by VALIC and Wellington Management. Those materials included
information regarding market analysis and investment products currently
available in the Company and information regarding Wellington Management and its
personnel, operations and financial condition. Representatives of Wellington
Management met in person with the Board and described in detail the background
of the members of Wellington Management's portfolio management team for the
Fund. Representatives of Wellington Management also discussed with the Board the
investment decision making process and investment management style of Wellington
Management. In their deliberations, the Directors considered VALIC's
recommendation that Wellington Management be engaged to provide sub-advisory
services to the Fund, the comparative performance information on Wellington
Management in regard to similarly managed portfolios of Wellington Management
and the fact that there would be no increase in the fees or expenses borne by
the Fund. The Directors also considered that VALIC would retain the difference
between the advisory fee paid to Wellington Management under the Sub-advisory
Agreement and the amount paid to T. Rowe Price under the Former Sub-advisory
Agreement. In addition, the Board reviewed and discussed the terms and
provisions of the Sub-advisory Agreement.
After due consideration, the Board approved the appointment of Wellington
Management as the new sub-adviser for the Fund, effective September 1, 1999. The
Fund is managed by Wellington Management's Core Equity Team of portfolio
managers who are supported by a significant number of global industry analysts
along with specialized fundamental, quantitative and technical analysts, macro
economic analysts and traders. Maya K. Bittar, CPA and Vice President of
Wellington Management, is one of the portfolio managers and has the
responsibility for implementing the Fund's investment portfolio. With its
conservative, long-term approach, the Fund is expected to maintain a disciplined
investment style, and will have holdings in a broad range of industry sectors.
4
<PAGE> 9
ADDITIONAL INFORMATION
VALIC. VALIC is a stock life insurance company and serves as the investment
adviser for all thirteen separate series of the Company, including the Fund.
VALIC is a wholly-owned subsidiary of American General Life Insurance Company,
which is itself a wholly-owned subsidiary of AGC Life Insurance Company, a
wholly-owned subsidiary of American General Corporation, one of the nation's
largest financial services companies. American General Distributors, Inc. serves
as the Company's principal underwriter. VALIC, American General Distributors,
Inc., AGC Life Insurance Company, American General Life Insurance Company and
American General Corporation are located at 2929 Allen Parkway, Houston, Texas
77019.
WELLINGTON MANAGEMENT. Wellington Management is one of America's oldest and
largest independent investment advisory firms, tracing its origins to 1928.
Wellington Management currently oversees $223 billion of client assets in a
broad range of investment styles for retirement plans, endowments, public funds
and mutual fund sponsors around the world. The firm and its affiliates have
offices in Boston, Atlanta, Radnor, San Francisco, London, Singapore, Sydney and
Tokyo. Wellington Management's principal place of business is 75 State Street,
Boston, Massachusetts 02109.
The managing partners of Wellington Management as of July 1, 1999 were,
Laurie A. Gabriel, Duncan M. McFarland and John R. Ryan. The names and titles of
each of the general partners of Wellington Management are set forth in Appendix
B. The principal business address of each of Wellington Management's partners,
as it relates to their duties at Wellington Management, is 75 State Street,
Boston, Massachusetts.
Wellington Management is not affiliated with VALIC. No Director of the
Company has owned any securities, or has had any material interest in, or a
material interest in a material transaction with, Wellington Management or its
affiliates since the beginning of the Fund's most recent fiscal year.
Wellington Management manages two other mutual funds which have an
investment objective similar to that of the Fund. On an annual basis, those
funds pay the following investment management fees to Wellington Management:
<TABLE>
<CAPTION>
FEE RATE AS A PERCENTAGE OF ANNUAL ADVISORY
NAME OF FUND NET ASSETS AS OF AUGUST 31, 1999 FEE SCHEDULE**
- ------------ -------------------------------- -----------------------
<S> <C> <C> <C>
Hartford Stock Fund* $8,359,516,462 First $50 mil 0.325%
Next $100 mil 0.250%
Next $350 mil 0.200%
Next $500 mil 0.150%
Over $1000 mil 0.125%
Hartford Stock HLS Fund $1,082,504,778 First $50 mil 0.325%
Next $100 mil 0.250%
Next $350 mil 0.200%
Over $500 mil 0.150%
</TABLE>
- ---------------
* Wellington Management serves as sub-adviser for Hartford mutual funds and
insurance products with total assets of approximately $37 billion.
** Fees may be subject to waiver.
5
<PAGE> 10
BROKERAGE COMMISSIONS ON PORTFOLIO TRANSACTIONS. Wellington Management is
authorized when placing portfolio transactions for securities to pay a brokerage
commission (to the extent applicable) in excess of that which another broker
might charge for executing the same transaction, so long as the amount paid is
reasonable in relation to brokerage and research services furnished by the
broker to Wellington Management or the Fund.
No brokerage commissions were paid by the Fund to affiliated brokers on
portfolio transactions during the past fiscal year.
ACCOUNTING SERVICES AGREEMENT. Pursuant to an Accounting Services Agreement
between the Company and VALIC, the Fund paid VALIC $189,709 during the fiscal
year ended May 31, 1999 for accounting services. Such services include
maintaining and keeping current the books, accounts, records, journals or other
records of original entry relating to the business of the Company and performing
certain daily functions in connection with such accounts and records.
BOARD OF DIRECTORS' RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU GIVE VOTING
INSTRUCTIONS TO VOTE FOR APPROVAL OF THE SUB-ADVISORY AGREEMENT BETWEEN VALIC
AND WELLINGTON MANAGEMENT.
If the shareholders do not approve the Sub-advisory Agreement, the
Sub-advisory Agreement will terminate and the Board will take such action as the
Directors deem to be in the best interests of the Fund and its shareholders.
PROPOSAL 2: APPROVAL OF CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
REGARDING CONCENTRATION
OF INVESTMENTS IN A SINGLE INDUSTRY
The Fund's current fundamental investment restriction regarding
concentration of investments in a single industry provides that the Fund shall
not:
Purchase the securities of any issuer if, as a result more than 25% of
the value of the Fund's total assets would be invested in the securities of
issuers having their principal business activities in the same industry;
provided, however, the Fund will normally concentrate 25% or more of its
assets in the securities of the banking industry when the Fund's position
in issues maturing in one year or less equals 35% or more of the Fund's
total assets.
The proposed fundamental investment restriction provides that the Fund
shall not:
Purchase the securities of any issuer if, as a result, more than 25%
of the value of the Fund's total assets would be invested in the securities
of issuers having their principal business activities in the same industry.
Management believes that the current limitation requiring that 25% of the
Fund's assets be invested in securities of issuers in the banking industry when
the Fund has taken a temporary defensive position of
6
<PAGE> 11
investing is unduly restrictive and inconsistent with the Fund's objective and
investment management style of Wellington Management. The proposed change in
this investment restriction would give Wellington Management, on behalf of the
Fund, the investment flexibility to respond to rapidly changing conditions in
the market without being constrained by limitations imposed on investing in the
securities of particular issuers in a single industry. The Fund has no current
intention to change its investment practices with regard to industry
concentration if the proposal is adopted.
OTHER INFORMATION
RECORD OWNERSHIP OF THE FUND
All outstanding shares of the Fund are owned of record, in the aggregate,
by VALIC Separate Account A (the "Separate Account"), the American General
Corporation Employees' Thrift and Incentive Plan ("AGC Employees' Thrift and
Incentive Plan"), the American General Corporation Agents' and Managers' Thrift
Plan ("AGC Agents' and Managers' Thrift Plan") (collectively, the "AGC Thrift
Plans") and the VALIC Agents' and Managers' Thrift Plan ("VALIC Agents' and
Managers' Thrift Plan" or VALIC Thrift Plan").
As of October 15, 1999, the chart below reflects the total number of shares
outstanding, the number of shares of common stock and the percentage of total
outstanding shares of the Fund owned by VALIC Separate Account, the AGC
Employees' Thrift and Incentive Plan, the AGC Agents' and Managers' Thrift Plan
and the VALIC Agents' and Managers' Thrift Plan.
<TABLE>
<CAPTION>
GROWTH FUND
-------------------
SHARES %
--------- -------
<S> <C> <C>
VALIC Separate Account A....................................
AGC Agents' and Managers' Thrift Plan.......................
AGC Employees' Thrift and Incentive Plan....................
VALIC Agents' and Managers' Thrift Plan.....................
--------- -------
Total Shares Outstanding.......................... 100.000%
========= =======
</TABLE>
THE MEETING AND PROXY VOTING
This section provides information on various topics relating to the Meeting
and proxy voting.
VOTING PROCEDURES. The Separate Account funds variable annuity contracts
("contracts") issued by VALIC. VALIC, through the Separate Account, the AGC
Thrift Plans, and the VALIC Thrift Plan together hold all of the Fund's shares
entitled to vote.
VALIC will vote the Fund shares held by its Separate Account in accordance
with instructions from contract owners having values allocated to the Fund, as
provided in the contracts. VALIC will vote the Fund's shares for which no
instructions are received in the same proportion, respectively, as to which
instructions are received with respect to the Separate Account.
Shares held by VALIC will be voted for or against or in abstention with
respect to each proposal in the same proportion as shares for which no
instructions are received by the Separate Account. Shares of the Fund
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<PAGE> 12
held by the AGC Thrift Plans and by the VALIC Thrift Plan will be voted for or
against or in abstention with respect to each proposal in the same proportion as
the Fund's shares are voted.
VOTING RIGHTS. Each contract participant (other than participants under
VALIC contracts issued in connection with non-qualified and unfunded deferred
compensation plans) has the right to give instructions as to how shares of the
Fund attributable to the participant's account should be voted, notwithstanding
that the contract owner may be the participant's employer. Contract owners will
instruct the Separate Account in accordance with such instructions. Fractional
shares also will be voted in accordance with instructions received.
The number of shares which are deemed attributable to a participant's
account is based on the value of accumulation units credited to the
participant's account as of the Record Date, which is October 15, 1999. Each
outstanding share is entitled to vote on all matters that shareholders vote on.
QUORUM. In order for the Meeting to go forward, a majority of the Fund's
shares must be represented at the Meeting-either in person or by proxy-to
constitute a quorum.
SHAREHOLDER PROPOSALS. As a general matter, the Fund does not hold regular
annual meetings of shareholders. Any shareholder who wishes to submit a proposal
for consideration at a meeting of the Fund should send such proposal to the Fund
at 2929 Allen Parkway, Houston, Texas 77019. To be considered for presentation
at a shareholders' meeting, rules promulgated by the Securities and Exchange
Commission require that, among other things, a shareholder's proposal must be
received at the offices of the Fund a reasonable time before a solicitation is
made. Timely submission of a proposal does not necessarily mean that such
proposal will be included.
PROXY SOLICITATION COSTS. The Fund will bear the cost of this proxy
solicitation, including the printing and mailing of the proxy materials.
REVOKING VOTING INSTRUCTIONS. A contract owner or participant who has given
voting instructions may revoke them only through the Separate Account prior to
the date of the Meeting.
By Order of the Board of Directors
/s/ THOMAS L. WEST, JR.
------------------------------------
Thomas L. West, Jr.
Chairman of the Board of Directors
October [23], 1999
8
<PAGE> 13
APPENDIX A
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT made this 1st day of September, 1999, by and between THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as "VALIC," and
WELLINGTON MANAGEMENT COMPANY, LLP, hereinafter referred to as the
"SUB-ADVISER."
VALIC and the SUB-ADVISER recognize the following:
(a) VALIC is a life insurance company organized under Chapter
3 of the Texas Insurance Code and an investment adviser registered
under the Investment Advisers Act of 1940, as amended ("Advisers Act").
(b) VALIC is engaged as the investment adviser of Growth Fund
pursuant to an Investment Advisory Agreement dated May 1, 1992 between
VALIC and American General Series Portfolio Company ("FUND"), an
investment company organized under the general corporate laws of
Maryland, as a series type of investment company issuing separate
classes (or series) of shares and is registered as a diversified,
open-end, management investment company under the Investment Company
Act of 1940, as amended ("1940 Act"). The 1940 Act prohibits any person
from acting as an investment adviser of a registered investment company
except pursuant to a written contract.
(c) The FUND currently consists of thirteen portfolios
("Funds"): Asset Allocation Fund, Capital Conservation Fund, Government
Securities Fund, Growth Fund, Growth & Income Fund, International
Equities Fund, International Government Bond Fund, MidCap Index Fund,
Money Market Fund, Science & Technology Fund, Small Cap Index Fund,
Social Awareness Fund, and Stock Index Fund. In accordance with the
FUND's Articles of Incorporation (the "Articles"), new Funds may be
added to the FUND upon approval of the FUND's Board of Directors
without approval of the FUND's shareholders. This Agreement will apply
only to the Fund(s) set forth on the attached Schedule A, and any other
Funds as may be added or deleted by amendment to the attached Schedule
A ("Covered Funds").
(d) The SUB-ADVISER is engaged principally in the business of
rendering investment advisory services and is registered as an
investment adviser under the Advisers Act.
(e) VALIC desires to enter into an Investment Sub-Advisory
Agreement with the SUB-ADVISER for all or a portion of the assets of
the Covered Funds which VALIC determines from time to time to assign to
the SUB-ADVISER.
VALIC and the SUB-ADVISER AGREE AS FOLLOWS:
1. SERVICES RENDERED AND EXPENSES PAID BY THE SUB-ADVISER
The SUB-ADVISER, subject to the control, direction, and supervision of
VALIC and the FUND's Board of Directors and in conformity with the 1940 Act, all
applicable laws and regulations thereunder, all other applicable federal and
state laws and regulations, including section 817(h) of the Internal Revenue
Code of 1986, as amended (the "Code"), the FUND's Articles, Bylaws, registration
statements, prospectus and stated investment objectives, policies and
restrictions and any applicable procedures adopted by the FUND's Board of
Directors shall:
(a) manage the investment and reinvestment of the assets, of
the Covered Funds including, for example, the evaluation of pertinent
economic, statistical, financial, and other data, the determination of
the industries and companies to be represented in each Covered Fund's
portfolio, and the formulation and implementation of investment
programs.
A-1
<PAGE> 14
(b) maintain a trading desk and place orders for the purchase
and sale of portfolio investments (including futures contracts and
options thereon) for each Covered Fund's account with brokers or
dealers (including futures commission merchants) selected by the
SUB-ADVISER, or arrange for any other entity to provide a trading desk
and to place orders with brokers and dealers (including futures
commission merchants) selected by the SUB-ADVISER, subject to the
SUB-ADVISER's control, direction, and supervision, which brokers or
dealers may include brokers or dealers (including futures commission
merchants) affiliated with the SUB-ADVISER, subject to applicable law.
In performing the services described in paragraph (b) above, the
SUB-ADVISER shall use its best efforts to obtain for the Covered Funds the most
favorable overall price and execution. Subject to approval by the FUND's Board
of Directors of appropriate policies and procedures, the SUB-ADVISER may cause
the Covered Funds to pay to a broker a commission, for effecting a portfolio
transaction, in excess of the commission another broker would have charged for
effecting the same transaction, if the first broker provided brokerage and/or
research services, including statistical data, to the SUB-ADVISER. Furthermore,
on occasions when the SUB-ADVISER deems the purchase or sale of a security to be
in the best interest of one or more of the Covered Funds as well as other
clients of the SUB-ADVISER, it may allocate such transactions in the manner it
considers to be the most equitable and consistent with its fiduciary obligation
to the Covered Funds and to such other clients. The SUB-ADVISER shall not be
deemed to have acted unlawfully, or to have breached any duty created by this
Agreement, or otherwise, solely by reason of acting according to such
authorization.
The SUB-ADVISER shall maintain records adequately demonstrating
compliance with its obligations under this Agreement and report periodically to
VALIC and the FUND's Board of Directors regarding the performance of services
under this Agreement. The SUB-ADVISER will make available to VALIC and the FUND
promptly upon their request all of the Covered Funds investment records and
ledgers to assist VALIC and the FUND in compliance with respect to each Covered
Fund's securities transactions as required by the 1940 Act and the Advisers Act,
as well as other applicable laws. The SUB-ADVISER will furnish the FUND's Board
of Directors such periodic and special reports as VALIC and the FUND's Board of
Directors may reasonably request. The SUB-ADVISER will furnish to regulatory
authorities any information or reports in connection with such services which
may be requested in order to ascertain whether the operations of the Covered
Funds are being conducted in a manner consistent with applicable laws and
regulations. The SUB-ADVISER will not disclose or use any records or information
obtained pursuant to this Agreement in any manner whatsoever except as expressly
authorized in this Agreement, and will keep confidential any information
obtained pursuant to this service relationship, and disclose such information
only if VALIC or the Board of Directors of the FUND has authorized such
disclosure, or if such information is or hereafter becomes ascertainable from
public or published information or trade sources, or if such disclosure is
expressly required or requested by applicable federal or state authorities.
Should VALIC at any time make any definite determination as to
investment policy and notify the SUB-ADVISER of such determination, the
SUB-ADVISER shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such determination has
been revoked.
The SUB-ADVISER will not hold money or investments on behalf of the
FUND. The money and investments will be held by the Custodian of the FUND. The
SUB-ADVISER will arrange for the transmission to the Custodian for the FUND, on
a daily basis, such confirmation, trade tickets and other documents as may be
necessary to enable the Custodian to perform its administrative responsibilities
with respect to the Covered Funds.
The SUB-ADVISER shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise provided or authorized, have
no authority to act for or represent VALIC or the FUND other than in furtherance
of the SUB-ADVISER's duties and responsibilities as set forth in this Agreement.
A-2
<PAGE> 15
Except as otherwise agreed, or as otherwise provided herein, the
SUB-ADVISER shall bear the expense of discharging its responsibilities hereunder
and VALIC shall pay, or arrange for others to pay, all VALIC's expenses, except
that VALIC shall in all events pay the compensation described in Section 2 of
this Agreement.
2. COMPENSATION OF THE SUB-ADVISER
VALIC shall pay to the SUB-ADVISER, as compensation for the services
rendered and expenses paid by the SUB-ADVISER, a monthly fee or fees based on
each Covered Fund's average monthly net asset value computed for each Covered
Fund as provided for herein and in the fee schedule attached hereto as Schedule
A. Schedule A may be amended from time to time, by written agreement executed by
both Parties, provided that amendments are made in conformity with applicable
laws and regulations and the Articles and Bylaws of the FUND. Any change in
Schedule A pertaining to any new or existing Fund shall not be deemed to affect
the interest of any other Fund and shall not require the approval of
shareholders of any other Fund.
The average monthly net asset value shall be determined by taking the
mean average of all of the determinations of net asset value, made in the manner
provided in the FUND's Articles, for each business day during a given calendar
month. VALIC shall pay this fee for each calendar month as soon as practicable
after the end of that month, but in any event no later than thirty (30) days
following the end of the month.
If the SUB-ADVISER serves for less than a whole month, the foregoing
compensation shall be prorated.
The payment of advisory fees related to the services of the SUB-ADVISER
under this Agreement shall be the sole responsibility of VALIC and shall not be
the responsibility of the FUND.
3. SCOPE OF THE SUB-ADVISER'S ACTIVITIES
The SUB-ADVISER, and any person controlled by or under common control
with the SUB-ADVISER, shall remain free to provide similar investment advisory
services to other persons or engage in any other business or activity which does
not impair the services which the SUB-ADVISER renders to the Covered Funds.
Except as otherwise required by the 1940 Act, any of the shareholders,
directors, officers and employees of VALIC may be a shareholder, director,
officer or employee of, or be otherwise interested in, the SUB-ADVISER, and in
any person controlling, controlled by or under common control with the
SUB-ADVISER; and the SUB-ADVISER, and any person controlling, controlled by or
under common control with the SUB-ADVISER, may have an interest in VALIC.
The SUB-ADVISER shall not be liable to VALIC, the FUND, or to any
shareholder in the FUND, and VALIC shall indemnify the SUB-ADVISER, for any act
or omission in rendering services under this Agreement, or for any losses
sustained in connection with the matters to which this agreement relates, so
long as there has been no willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligations or duties on the part of the SUB-ADVISER.
4. REPRESENTATIONS OF THE SUB-ADVISER AND VALIC
The SUB-ADVISER represents, warrants, and agrees as follows:
(a) The SUB-ADVISER (i) is registered as an investment adviser under
the Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement; (iii)
has met, and will continue to meet for so long as this Agreement remains in
effect, any applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this
A-3
<PAGE> 16
Agreement, (iv) has the authority to enter into and perform the services
contemplated by this Agreement, and (v) will immediately notify VALIC of the
occurrence of any event that would disqualify the SUB-ADVISER from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the 1940
Act or otherwise.
(b) The SUB-ADVISER has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and if it has not already done
so, will provide VALIC and the FUND with a copy of such code of ethics together
with evidence of its adoption.
(c) The SUB-ADVISER has provided VALIC and the FUND with a copy of its
Form ADV as most recently filed with the SEC and will promptly after filing any
amendment to its Form ADV with the SEC, furnish a copy of such amendment to
VALIC.
VALIC represents, warrants, and agrees as follows:
VALIC (i) is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this Agreement remains in
effect, (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement, (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any applicable
federal or state requirements, or the applicable requirements of any regulatory
or industry self-regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement, (iv) has the authority to enter into
and perform the services contemplated by this Agreement, and (v) will
immediately notify the SUB-ADVISER of the occurrence of any event that would
disqualify VALIC from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
5. TERM OF AGREEMENT
This Agreement shall become effective as to the Fund(s) set forth on
Schedule A on the date hereof and as to any other Fund on the date of the
Amendment to Schedule A adding such Fund in accordance with this Agreement.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect for two years from its effective date. Thereafter, this Agreement shall
continue in effect, but with respect to any Covered Fund, subject to the
termination provisions and all other terms and conditions hereof, only so long
as such continuance is approved at least annually by the vote of a majority of
the FUND's directors who are not parties to this Agreement or interested persons
of any such parties, cast in person at a meeting called for the purpose of
voting on such approval, and by a vote of a majority of the FUND's Board of
Directors or a majority of that Fund's outstanding voting securities.
This Agreement shall automatically terminate in the event of its
assignment, as that term is defined in the 1940 Act, or in the event of the
termination of the Investment Advisory Agreement between VALIC and the FUND as
it relates to any Covered Fund. The Agreement may be terminated as to any
Covered Fund at any time, without the payment of any penalty, by vote of the
FUND's Board of Directors or by vote of a majority of that Covered Fund's
outstanding voting securities on at least 60 days' prior written notice to the
SUB-ADVISER. This Agreement may also be terminated by VALIC: (i) on at least 60
days' prior written notice to the SUB-ADVISER, without the payment of any
penalty; or (ii) if the SUB-ADVISER becomes unable to discharge its duties and
obligations under this Agreement. The SUB-ADVISER may terminate this Agreement
at any time, or preclude its renewal without the payment of any penalty, on at
least 60 days' prior written notice to VALIC.
6. OTHER MATTERS
The SUB-ADVISER may from time to time employ or associate with itself
any person or persons believed to be particularly fitted to assist in its
performance of services under this Agreement, provided no such person serves or
acts as an investment adviser separate from the SUB-ADVISER so as to require a
new written contract pursuant to the 1940 Act. The compensation of any such
persons will be paid by the SUB-ADVISER, and no obligation will be incurred by,
or on behalf of, VALIC or the FUND with respect to them.
A-4
<PAGE> 17
The SUB-ADVISER agrees that all books and records which it maintains
for the FUND are the FUND's property. The SUB-ADVISER also agrees upon request
of VALIC or the FUND, to promptly surrender the books and records in accordance
with the 1940 Act and rules thereunder. The SUB-ADVISER further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by subparagraphs (b) (5), (6), (7), (9) (10) (11) and
paragraph (f) of Rule 31a-1 under the 1940 Act.
VALIC has herewith furnished the SUB-ADVISER copies of the FUND's
Prospectus, Statement of Additional Information, Articles and Bylaws as
currently in effect and agrees during the continuance of this Agreement to
furnish the SUB-ADVISER copies of any amendments or supplements thereto before
or at the time the amendments or supplements become effective.
The SUB-ADVISER is authorized to honor and act on any notice,
instruction or confirmation given by VALIC on behalf of the FUND in writing
signed or sent by any of the persons whose names, addresses and specimen
signatures will be provided by VALIC from time to time. The SUB-ADVISER shall
not be liable for so acting in good faith upon such instructions, confirmation
or authority, notwithstanding that it shall subsequently be shown that the same
was not given or signed or sent by an authorized person.
VALIC agrees to furnish the SUB-ADVISER at its principal office prior
to use thereof, copies of all prospectuses, proxy statements, reports to
shareholders, sales literature, or other material prepared for distribution to
interest holders of the FUND or the public that refer in any way to the
SUB-ADVISER, and not to use such material if the SUB-ADVISER reasonably objects
in writing within ten (10) business days (or such other time as may be mutually
agreed) after receipt thereof. In the event of termination of this agreement,
VALIC will continue to furnish to the SUB-ADVISER copies of any of the
above-mentioned materials that refer in any way to the SUB-ADVISER. VALIC shall
furnish or otherwise make available to the SUB-ADVISER such other information
relating to the business affairs of VALIC and the FUND as the SUB-ADVISER at any
time, or from time to time, may reasonably request in order to discharge
obligations hereunder. The provisions of this paragraph shall survive the
termination of this Agreement.
VALIC agrees to indemnify the SUB-ADVISER for losses and claims which
arise (i) as a result of a failure by VALIC to provide the services or furnish
materials required under the terms of this Agreement, or (ii) as the result of
any untrue statement of a material fact or any omission to state a material fact
required to be stated or necessary to make the statements, in light of the
circumstances under which they were made, not misleading in any registration
statements, proxy materials, reports, advertisements, sales literature, or other
materials pertaining to the FUND, except insofar as any such statement or
omission was made in reliance on information provided by the SUB-ADVISER or
its affiliates. The provisions of this paragraph shall survive the termination
of this Agreement.
The SUB-ADVISER agrees to indemnify VALIC for losses and claims which
arise (i) as a result of a failure by SUB-ADVISER to provide the services or
furnish the materials required under the terms of this Agreement, or (ii) as the
result of any untrue statement of a material fact or any omission to state a
material fact required to be stated or necessary to make the statements, in
light of the circumstances under which they were made, not misleading in any
registration statements, proxy materials, reports, advertisements, sales
literature, or other materials pertaining to the FUND to the extent any such
statement or omission was made in reliance on information provided by the
SUB-ADVISER or its affiliates.
A-5
<PAGE> 18
7. APPLICABILITY OF FEDERAL SECURITIES LAWS
This Agreement shall be interpreted in accordance with the laws of the
State of Texas and applicable federal securities laws and regulations, including
definitions therein and such exemptions as may be granted to VALIC or the
SUB-ADVISER by the Securities and Exchange Commission or such interpretive
positions as may be taken by the Commission or its staff. To the extent that the
applicable law of the State of Texas, or any of the provisions herein, conflict
with applicable provisions of the federal securities laws, the latter shall
control.
A-6
<PAGE> 19
The parties hereto have each caused this Agreement to be signed in
duplicate on its behalf by its duly authorized officer on the above date.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ JOHN A. GRAF
----------------------------------------
Name: John A. Graf
Title: Chief Executive Officer and
President
ATTEST:
/s/ CHERYL HEMLEY
- --------------------------------
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ DUNCAN M. MCFARLAND
----------------------------------------
Name: Duncan M. McFarland
Title: President and Chief Executive
Officer
ATTEST:
/s/ CHRISTINE C. CARSMAN
- --------------------------------
A-7
<PAGE> 20
SCHEDULE A
(Effective September 1, 1999)
Annual Fee computed at the following annual rate, based on average daily net
asset value for each month and payable monthly:
Covered Fund Fee
------------ ---
Growth Fund 0.325% of the first $50 million
0.250% of the next $450 million
0.200% of the next $1 billion
0.180% on the excess over $1.5 billion
A-8
<PAGE> 21
APPENDIX B
NAMES AND TITLES OF GENERAL PARTNERS
OF WELLINGTON MANAGEMENT
<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>
Kenneth L. Abrams Senior Vice President
Nicholas C. Adams Senior Vice President
Rand L. Alexander Senior Vice President
Deborah L. Allinson Senior Vice President
James H. Averill Senior Vice President
Karl E. Bandtel Senior Vice President
Marie-Claude Bernal Senior Vice President
William N. Booth Senior Vice President
Paul Braverman Senior Vice President & Chief Financial Officer
Robert A. Bruno Senior Vice President
Maryann E. Carroll Senior Vice President
Pamela Dippel Senior Vice President
Charles T. Freeman Senior Vice President
Laurie A. Gabriel Senior Vice President
Frank J. Gilday Senior Vice President
John H. Gooch Senior Vice President
Nicholas P. Greville Senior Vice President
Paul Hamel Senior Vice President
Lucius T. Hill, III Senior Vice President
Paul D. Kaplan Senior Vice President
John C. Keogh Senior Vice President
George C. Lodge, Jr. Senior Vice President
Nancy T. Lukitsh Senior Vice President
Mark T. Lynch Senior Vice President
Christine S. Manfredi Senior Vice President
Patrick J. McCloskey Senior Vice President
Earl E. McEvoy Senior Vice President
Duncan M. McFarland President and Chief Executive Officer
Paul M. Mecray III Senior Vice President
Matthew E. Megargel Senior Vice President
James N. Mordy Senior Vice President
Diane C. Nordin Senior Vice President
Stephen T. O'Brien Senior Vice President
Edward P. Owens Senior Vice President
Saul J. Pannell Senior Vice President
Thomas L. Pappas Senior Vice President
Jonathan M. Payson Senior Vice President
Stephen M. Pazuk Senior Vice President & Treasurer
</TABLE>
B-1
<PAGE> 22
<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>
Robert D. Rands Senior Vice President
Eugene E. Record, Jr. Senior Vice President
James A. Rullo Senior Vice President
John R. Ryan Senior Vice President
Joseph H. Schwartz Senior Vice President
Theodore Shasta Senior Vice President
Binkley C. Shorts Senior Vice President
Trond Skramstad Senior Vice President
Catherine A. Smith Senior Vice President
Stephen A. Soderberg Senior Vice President
Brendan J. Swords Senior Vice President
Harriett Tee Taggart Senior Vice President
Perry M. Traquina Senior Vice President
Gene R. Tremblay Senior Vice President
Michael A. Tyler Senior Vice President
Mary Ann Tynan Senior Vice President/Secretary
Clare Villari Senior Vice President
Ernst H. von Metzsch Senior Vice President
James L. Walters Senior Vice President/Special Counsel
Kim Williams Senior Vice President
Francis V. Wisneski Senior Vice President
</TABLE>
B-2
<PAGE> 23
================================================================================
GROWTH FUND PROXY SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
OF AMERICAN GENERAL SERIES
PORTFOLIO COMPANY
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS DECEMBER 16, 1999
The undersigned shareholder of the above-referenced fund, (the "Fund"), a series
of American General Series Portfolio Company (the "Company"), hereby votes all
the shares of the Fund which the undersigned is entitled to vote as of October
15, 1999, the record date, at the Special Meeting of Shareholders of the Company
to be held in Meeting Room No. 1 of The Variable Annuity Life Insurance Company,
Plaza Level, The Woodson Tower, at 2919 Allen Parkway, Houston, Texas 77019, on
Thursday, December 16, 1999 at 2:00 p.m., Central time, and any adjournments
thereof.
PLEASE COMPLETE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Date , 1999
------------------
NOTE: Please sign exactly as your name
appears on this Proxy. When signing in a
fiduciary capacity, such as executor,
administrator, trustee, attorney,
guardian, etc., please so indicate.
Corporate and partnership proxies should
be signed by an authorized person
indicating the person's title.
----------------------------------------
----------------------------------------
Signature(s) (Title(s), if applicable)
================================================================================
THIS LABEL IS FOR MIS TYPESETTING PURPOSES ONLY!
VALIC AMERICAN GENERAL GROWTH FUND PROXY CARD (VALICF)
ORIGINAL FRONT 9-14-99
================================================================================
YOU ARE URGED TO EXERCISE YOUR RIGHT TO VOTE FOR THE MEETING BY FILLING IN,
DATING AND SIGNING THE ENCLOSED PROXY CARD(S). PLEASE RETURN YOUR PROXY CARD
PROMPTLY.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE WILL BE CAST FOR
EACH NUMBERED ITEM LISTED BELOW.
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX(ES) BELOW.
FOR AGAINST ABSTAIN
1. To approve a new investment sub-advisory agreement [ ] [ ] [ ]
between The Variable Annuity Life Insurance Company
and Wellington Management Company, LLP.
2. To approve changing the Fund's fundamental investment [ ] [ ] [ ]
restriction regarding concentration of investments in
a single industry.
3. To transact any other business properly brought [ ] [ ] [ ]
before the meeting.
================================================================================
THIS LABEL IS FOR MIS TYPESETTING PURPOSES ONLY!
VALIC AMERICAN GENERAL GROWTH FUND PROXY CARD (VALICB)
ORIGINAL BACK 9-14-99
<PAGE> 24
================================================================================
GROUP AUTHORIZATION CARD
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")
OF THE AMERICAN GENERAL SERIES PORTFOLIO COMPANY (THE "COMPANY") IN CONNECTION
WITH SHARES TO BE VOTED AT THE SPECIAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby instructs The Variable Annuity Life Insurance Company
Separate Account A ("Separate Account") to vote shares of the Growth Fund of the
American General Series Portfolio Company in accordance with the instructions
received from Participants under the contract owned by the undersigned at the
Special Meeting of Shareholders to be held in Meeting Room No. 1 of The Variable
Annuity Life Insurance Company, 1st Floor, The Woodson Tower, 2919 Allen
Parkway, Houston, Texas on Thursday, December 16, 1999 at 2:00 p.m. Central
time, and any adjournments thereof.
With respect to those shares for which instructions have not been received by
the Separate Account, the Separate Account will cast shares in the affirmative
or the negative, or in abstention, in the same proportion as those shares for
which instructions have been received by the Separate Account.
PLEASE SIGN, DATE AND RETURN ALL VOTING
INSTRUCTION FORMS RECEIVED IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
DATE:
------------------------
PLEASE SIGN IN BOX BELOW
--------------------------------------------
--------------------------------------------
Signature(s) and Title(s), if applicable
THIS LABEL IS FOR MIS TYPESETTING PURPOSES ONLY!
VALIC AMERICAN GENERAL GROWTH FUND (VALICGRP)
ORIGINAL 9-14-99
================================================================================
<PAGE> 25
================================================================================
VOTING INSTRUCTION CARD
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")
OF THE AMERICAN GENERAL SERIES PORTFOLIO COMPANY (THE "COMPANY") IN CONNECTION
WITH SHARES TO BE VOTED AT THE SPECIAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby instructs The Variable Annuity Life Insurance
Company Separate Account A ("Separate Account") to vote shares of the Growth
Fund of the American General Series Portfolio Company attributable to his or her
variable annuity at the Special Meeting of Shareholders to be held in Meeting
Room No. 1 of The Variable Annuity Life Insurance Company, 1st Floor, The
Woodson Tower, 2919 Allen Parkway, Houston, Texas on Thursday, December 16, 1999
at 2:00 p.m. Central time, and any adjournments thereof.
Only shareholders of record at the close of business on October 15, 1999
are entitled to vote at this meeting and any adjournment thereof.
DATE:
------------------------------
PLEASE SIGN IN BOX BELOW
The undersigned hereby acknowledges
receipt of the Notice of Special
Meeting of Shareholders and the
related Proxy Statement.
-----------------------------------
-----------------------------------
Signature(s) and (Title(s),
if applicable)
THIS LABEL IS FOR MIS TYPESETTING PURPOSES ONLY!
VALIC AMERICAN GENERAL GROWTH FUND VOTING INSTRUCTION CARD (VALICFV)
------------------
ORIGINAL FRONT 9-14-99
================================================================================
================================================================================
YOU ARE URGED TO EXERCISE YOUR RIGHT TO GIVE VOTING INSTRUCTIONS FOR THE MEETING
BY FILLING IN, DATING AND SIGNING THE ENCLOSED VOTING INSTRUCTION FORM(S).
PLEASE RETURN YOUR VOTING INSTRUCTIONS PROMPTLY.
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE VOTE WILL BE CAST FOR
EACH NUMBERED ITEM LISTED BELOW.
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX(ES) BELOW.
FOR AGAINST ABSTAIN
1. To approve a new investment sub-advisory [ ] [ ] [ ]
agreement between The Variable Annuity
Life Insurance Company and Wellington
Management Company, LLP.
2. To approve changing the Fund's fundamental [ ] [ ] [ ]
investment restriction regarding
concentration of investments in a single
industry.
3. To transact any other business properly [ ] [ ] [ ]
brought before the meeting.
PLEASE SIGN, DATE AND RETURN ALL VOTING INSTRUCTION
FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THIS LABEL IS FOR MIS TYPESETTING PURPOSES ONLY!
VALIC AMERICAN GENERAL GROWTH FUND VOTING INSTRUCTION CARD (VALICBV)
------------------
ORIGINAL BACK 9-14-99
================================================================================
