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REGISTRATION NO. 2-83631/811-3738
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
[X] |
Pre-Effective Amendment No. |
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Post-Effective Amendment No. 30 |
[X] |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
[X] |
Amendment No. 31 |
[X] |
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AMERICAN GENERAL SERIES PORTFOLIO COMPANY
This Registration Statement is being filed for two new funds only:
North American - T. Rowe Price Blue Chip Growth Fund
North American - T. Rowe Price Health Sciences Fund
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 831-1230
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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THE CORPORATION TRUST COMPANY
300 East Lombard St.
Baltimore, Maryland 21202
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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Copy to:
JOHN A. DUDLEY, ESQ.
SULLIVAN & WORCESTER, LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
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It is proposed that this filing will become effective (check appropriate box):
[ ] |
immediately upon filing pursuant to paragraph (b) |
[ ] |
on October 1, 1999 pursuant to paragraph (b) |
[ ] |
60 days after filing pursuant to paragraph (a)(1) |
[ ] |
on (date) pursuant to paragraph (a)(1) |
[X] |
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. |
Title of Securities Being Registered: Shares of Common Stock
Part A
These new funds will be placed in alphabetical order in the October 1, 2000 (as revised November 1, 2000) version of the prospectus for what is now known as American General Series Portfolio Company ("AGSPC"). AGSPC will be undergoing a name change to "North American Funds Variable Product Series I" as of October 1, 2000. The new funds reflect this name change.
Inserts to the AGSPC (North American Funds Variable Product Series I) 10/1/2000 as revised 11/1/2000 prospectus:
North American - T. Rowe Price Blue Chip Growth Fund
Fact Sheet
Investment Goal
Long-Term Capital Growth
Investment Category
Growth
Investment Adviser
American General Advisers
Investment Sub-Adviser
T. Rowe Price Associates, Inc.
Investment Objective
The North American - T. Rowe Price Blue Chip Growth Fund (the "Fund") seeks long-term capital growth. Income is a secondary objective. This investment objective can be changed by the Board of Directors, without the approval of the Fund shareholders.
Investment Strategy
The Fund pursues long-term capital appreciation by normally investing at least 65% of total assets in the common stocks of large and medium-sized blue chip growth companies. These are firms that, in the sub-adviser's view, are well-established in their industries and have the potential for above-average earnings. T. Rowe Price focuses on companies with leading market position, seasoned management, and strong financial fundamentals. T. Rowe Price's investment approach reflects the belief that solid company fundamentals (with emphasis on strong growth in earnings per share or operating cash flow) combined with a positive industry outlook will ultimately reward investors with strong investment performance. Some of the companies T. Rowe Price targets will have good prospects for dividend growth.
The Fund may also invest up to 20% of its total assets in foreign securities, which include non-dollar denominated securities traded outside of the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as American Depositary Receipts).
While most assets will be invested in common stocks, other securities may also be purchased, including futures and options, in keeping with Fund objectives.
The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or re-deploy assets into more promising opportunities.
Temporary Defensive Investment Strategy: From time to time, the Fund may take temporary defensive positions that are inconsistent with its principal investment strategies, in attempting to respond to adverse market, economic, political, or other conditions. There is no limit on Fund investments in money market reserves for temporary defensive purposes. If the Fund takes such a temporary defensive position, it may not achieve its investment objective.
Investment Risk
As with all funds, if you sell your shares when their value is less than the price you paid, you will lose money. Because of the following principal risks the value of your investment may fluctuate:
Market Risk: As with all equity funds, this Fund's share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, T. Rowe Price's assessment of companies held in the Fund may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Fund's investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds.
Growth Stock Risk: Even well-established growth stocks can be volatile. Since growth companies usually invest a high portion of earnings in their own businesses, their stocks may lack the dividends that can cushion share prices in a down market. Since many investors buy these stocks because of anticipated superior earnings growth, earnings disappointments often result in sharp price declines. Also, medium-sized companies may have greater volatility than larger ones.
Foreign Stock Risk: Foreign stock holdings are subject to the risk that some holdings may lose value because of declining foreign currencies or adverse political or economic events overseas.
Derivatives Risk: Investments in futures and options, if any, are subject to additional volatility and potential losses.
Performance Information
Performance information is not shown since this is a new Fund.
North American - T. Rowe Price Health Sciences Fund
Fact Sheet
Investment Goal
Long-Term Capital Appreciation
Investment Category
Growth
Investment Adviser
American General Advisers
Investment Sub-Adviser
T. Rowe Price Associates, Inc.
Investment Objective
The North American - T. Rowe Price Health Sciences Fund (the "Fund") seeks long-term capital growth. This investment objective can be changed by the Board of Directors, without the approval of the Fund shareholders.
Investment Strategy
The Fund pursues long-term capital appreciation by normally investing at least 65% of total assets in the common stocks of companies engaged in the research, development, production, or distribution of products or services related to health care, medicine, or the life sciences (collectively termed "health sciences"). While the Fund can invest in companies of any size, the majority of Fund assets are expected to be invested in large- and mid-capitalization companies.
T. Rowe Price, the Fund's sub-adviser, divides the health sciences sector into four main areas: pharmaceuticals, health care services companies, products and devices providers, and biotechnology firms. The allocation among these four areas will vary depending on the relative potential T. Rowe Price sees within each area and the outlook for the overall health sciences sector.
The Fund will use fundamental, bottom-up analysis that seeks to identify high-quality companies and the most compelling investment opportunities. In general, the fund will follow a growth investment strategy, seeking companies whose earnings are expected to grow faster than inflation and the economy in general. When stock valuations seem unusually high, however, a "value" approach, which gives preference to seemingly undervalued companies, may be emphasized.
The Fund may invest up to 35% of its total assets in foreign stocks, which include non-dollar denominated securities traded outside the U.S. and dollar-denominated securities of foreign issuers traded in the U.S. (such as American Depositary Receipts).
While most assets will be invested in common stocks, other securities may also be purchased, including futures and options, in keeping with Fund objectives.
The Fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or re-deploy assets into more promising opportunities.
The Fund is a non-diversified fund. This means that it may invest more than 5% of its assets in the stock of a single company. However, this increases the risk of the Fund, since the economic and/or stock performance of that one company impacts a greater percentage of the Fund's investments. The Fund will, however, comply with diversification requirements imposed by the Internal Revenue Code of 1986 in order to pass on the maximum tax benefits associated with the income earned to each investor.
Temporary Defensive Investment Strategy: From time to time, the Fund may take temporary defensive positions that are inconsistent with its principal investment strategies, in attempting to respond to adverse market, economic, political, or other conditions. There is no limit on Fund investments in money market reserves for temporary defensive purposes. If the Fund takes such a temporary defensive position, it may not achieve its investment objective.
Investment Risk
As with all funds, if you sell your shares when their value is less than the price you paid, you will lose money. Because of the following principal risks the value of your investment may fluctuate:
Market Risk: As with all equity funds, this Fund's share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, T. Rowe Price's assessment of companies held in the Fund may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Fund's investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds.
Risks of Concentration: Since this Fund is concentrated in the health services industry, it is less diversified than stock funds investing in a broader range of industries and, therefore, could experience significant volatility. It may invest a considerable portion of assets in companies in the same business, such as pharmaceuticals, or in related businesses, such as hospital management and managed care.
Developments that could adversely affect the Fund's share price include:
Non-diversification Risk: The Fund is considered non-diversified because it may invest more than 5% in the securities of any one company. Therefore, gains or losses on a single stock may have a greater impact on the Fund.
Unseasoned Issuer Risk: The level of risk will be increased to the extent that the fund has significant exposure to smaller or unseasoned companies (those with less than a three-year operating history), which may not have established products or more experienced management.
Other Stock Risks: Growth stocks can have steep declines if their earnings disappoint investors. The value approach carries the risk that the market will not recognize a security's intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.
Foreign Stock Risk: Foreign stock holdings are subject to the risk that some holdings may lose value because of declining foreign currencies or adverse political or economic events overseas.
Derivatives Risk: Investments in futures and options, if any, are subject to additional volatility and potential losses.
Performance Information
Performance information is not shown since this is a new Fund.
Inserts to the current prospectus section:
About the Series Company's Management
Investment Sub-Advisers section:
North American - T. Rowe Price Blue Chip Growth Fund
North American - T. Rowe Price Health Sciences Fund
Founded in 1937 by Thomas Rowe Price, Jr., the Baltimore-based investment management firm is one of the nation's leading providers of no-load mutual funds for individual investors and corporate retirement programs. As of June 30, 2000, T. Rowe Price and its affiliates served as investment advisor to more than 75 stock, bond, and money market funds and managed about $179 billion. T. Rowe Price is located at 100 East Pratt Street, Baltimore, Maryland 21202.
The North American - T. Rowe Price Blue Chip Growth Fund is managed by an investment advisory committee, chaired by Larry J. Puglia. The committee chairman has day-to-day responsibility for managing the Fund and works with the committee in developing and executing the Fund's investment program. Mr. Puglia has been the chairman of the investment advisory committee for the retail T. Rowe Price Blue Chip Growth Fund since 1996. Mr. Puglia joined T. Rowe Price in 1990 and has been a portfolio manager since 1993. He has a B.A. from the University of Notre Dame (Summa cum laude) and an M.B.A. from Darden Graduate School of Business Administration at the University of Virginia (Shermet Scholar, highest honors).
The North American - T. Rowe Price Health Sciences Fund is managed by an investment advisory committee, chaired by Kris H. Jenner, M.D., D. Phil. The committee chairman has day-to-day responsibility for managing the Fund and works with the committee in developing and executing the Fund's investment program. Dr. Jenner was elected chairman of the retail T. Rowe Price Health Sciences Fund committee in 2000. Dr. Jenner joined T. Rowe Price as an analyst in 1997 and has been managing investments since 1998. From 1995-1997, while on leave from the general surgery residency program at the Johns Hopkins Hospital, he was a post doctoral fellow at the Brigham and Women's Hospital, Harvard Medical School. Dr. Jenner earned a B.S. from the University of Illinois (Summa cum laude), an M.D. from the Johns Hopkins School of Medicine, and a D. Phil. from Oxford University.
Prior Performance of T. Rowe Price Blue Chip Growth Fund
(as excerpted from the T. Rowe Price Blue Chip Growth Fund prospectus)
Because the North American - T. Rowe Price Blue Chip Growth Fund is a new offering, it has no investment performance record. The Fund's investment objective, policies, and strategies are substantially similar to those employed by T. Rowe Price for the T. Rowe Price Blue Chip Growth Fund.
The historical performance information shown below is for a similar mutual fund, the retail T. Rowe Price Blue Chip Growth Fund, and not that of the new Fund, North American - T. Rowe Price Blue Chip Growth Fund. The North American - T. Rowe Price Blue Chip Growth Fund is sold as an annuity only to registered and unregistered separate accounts of VALIC and its affiliates, while the retail T. Rowe Price Blue Chip Growth Fund is sold to the general public. The returns shown reflect investment management fees and other expenses of the retail fund, T. Rowe Price Blue Chip Growth Fund, and do not reflect any charges included in the annuity contract or variable life insurance policy for mortality and expenses guarantees, administrative fees or surrender charges.
Investments made by the new Fund, North American - T. Rowe Price Blue Chip Growth Fund, may not be the same as those made by the T. Rowe Price Blue Chip Growth Fund. Each of the Funds will have different performance results, due to factors such as the cash flow in and out, different fees and expenses, and diversity in portfolio size and positions. Even with the differences, however, the investment management of the new Fund would not have been materially different. Past performance shown below is no guarantee of similar future performance for the North American - T. Rowe Price Blue Chip Growth Fund.
bar chart graph
1994 0.80%
1995 37.90%
1996 27.75%
1997 27.56%
1998 28.84%
1999 20.00%
Best quarter Quarter ended December 31, 1998 24.71%
Worst quarter Quarter ended September 30, 1998 -12.05%
The table below compares the performance of the T. Rowe Price Blue Chip Growth Fund to that of the S&P 500 Index and the Lipper Large-Cap Core Funds Average. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock's weight in the Index proportionate to its market value. No charges have been applied to the S&P 500 Index, and an investor cannot invest directly in it. As noted above, past performance is no guarantee of similar future performance for the North American - T. Rowe Price Blue Chip Growth Fund.
Average Annual Total Returns as of 12/31/99
One Year 5 Years Since inception (6/30/93)
T. Rowe Price Blue Chip Growth Fund 20.00% 28.28% 23.78%
S&P 500 Index 21.04% 28.56% 22.46%
Lipper Large-Cap Core Funds Average 22.35% 25.53% 19.77%
Prior Performance of T. Rowe Price Health Sciences Fund
(as excerpted from the T. Rowe Price Health Sciences Fund prospectus)
Because the North American - T. Rowe Price Health Sciences Fund is a new offering, it has no investment performance record. The Fund's investment objective, policies, and strategies are substantially similar to those employed by T. Rowe Price for the T. Rowe Price Health Sciences Fund.
The historical performance information shown below is for a similar mutual fund, the retail T. Rowe Price Health Sciences Fund, and not that of the new Fund, North American - T. Rowe Price Health Sciences Fund. The North American - T. Rowe Price Health Sciences Fund is sold as an annuity only to registered and unregistered separate accounts of VALIC and its affiliates, while the retail T. Rowe Price Health Sciences Fund is sold to the general public. The returns shown reflect investment management fees and other expenses of the retail fund, T. Rowe Price Health Sciences Fund, and do not reflect any charges included in the annuity contract or variable life insurance policy for mortality and expenses guarantees, administrative fees or surrender charges.
Investments made by the new Fund, North American - T. Rowe Price Health Sciences Fund, may not be the same as those made by the T. Rowe Price Health Sciences Fund. Each of the Funds will have different performance results, due to factors such as the cash flow in and out, different fees and expenses, and diversity in portfolio size and positions. Even with the differences, however, the investment management of the new Fund would not have been materially different. Past performance shown below is no guarantee of similar future performance for the North American - T. Rowe Price Health Sciences Fund.
bar chart graph
1996 26.75%
1997 19.41%
1998 22.37%
1999 7.97%
Best quarter Quarter ended December 31, 1998 19.57%
Worst quarter Quarter ended September 30, 1998 -7.05%
The table below compares the performance of the T. Rowe Price Health Sciences Fund to that of the S&P 500 Index and the Lipper Health Biotech Fund Index. The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock's weight in the Index proportionate to its market value. No charges have been applied to the S&P 500 Index, and an investor cannot invest directly in it. As noted above, past performance is no guarantee of similar future performance for the North American - T. Rowe Price Health Sciences Fund.
Average Annual Total Returns as of 12/31/99
One Year Since inception (12/29/95)
T. Rowe Price Health Sciences Fund 7.97% 18.89%
S&P 500 Index 21.04% 26.39%
Lipper Health Biotech Fund Index 10.35% 17.29%
PART B
Statement of Additional Information
To be inserted in the Fundamental and Non-fundamental investment restriction section of the SAI (after the explanations of fundamental and non-fundamental):
North American - T. Rowe Price Blue Chip Growth Fund
North American - T. Rowe Price Health Sciences Fund (fundamental restrictions 3 through 9 only)
Fundamental Investment Restrictions
Each Fund may not:
Non-fundamental operating policies which may be changed by the Board of Directors without investor approval:
As a matter of operating policy, the Funds may not:
Regarding the Reserve Investment Funds, Inc.:
T. Rowe Price offers a diversified and cost-effective investment vehicle for the cash reserves of client accounts. Therefore, T. Rowe Price may choose to invest any available cash reserves in a money market fund established for the exclusive use of the T. Rowe family of mutual funds and other T. Rowe clients. Currently, two such money market funds are in operation - Reserve Investment Fund ("RIF") and Government Reserve Investment Fund ("GRF"), each a series of the Reserve Investment Funds, Inc. Additional series may be created in the future. These funds were created and operate under an Exemptive Order issued by the SEC (Investment Company Act Release No. IC-22770, July 29, 1997).
RIF and GRF must comply with the requirements of Rule 2a-7 under the 1940 Act governing money market funds. The RIF invests at least 95% of its total assets in prime money market instruments receiving the highest credit rating. The GRF invests primarily in a portfolio of U.S. government-backed securities, primarily U.S. Treasuries, and repurchase agreements thereon. The funds do not pay an advisory fee to the investment manager at T. Rowe Price, but will incur other expenses. However, RIF and GRF are expected by T. Rowe Price to operate at very low expense ratios. The Fund will only invest in RIF or GRF to the extent it is consistent with its objective and program. RIF and GRF are neither insured nor guaranteed by the U.S. government, and there is no assurance they will maintain a stable net asset value of $1.00 per share.
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS
a. |
(1) |
Articles of Incorporation (8) |
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(2) |
Articles Supplementary to the Articles of Incorporation, effective April 10, 1990 (8) |
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(3) |
Articles Supplementary to the Articles of Incorporation, effective September 28, 1990 (8) |
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(4) |
Amendment One to the Articles of Incorporation, effective October 1, 1991 (8) |
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(5) |
Amendment Two to the Articles of Incorporation, effective May 1, 1992 (8) |
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(6) |
Articles Supplementary to the Articles of Incorporation, effective May 1, 1992 (8) |
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(7) |
Articles Supplementary to the Articles of Incorporation, effective January 20, 1994 (8) |
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(8) |
Articles Supplementary to the Articles of Incorporation, effective February 4, 1994 (8) |
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(9) |
Articles Supplementary to the Articles of Incorporation, effective February 4, 1994 (8) |
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(10) |
Articles Supplementary to the Articles of Incorporation, effective May 1, 1995 (8) |
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(11) |
Articles of Amendment to the Articles of Incorporation, effective October 1, 1997 (7) |
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b. |
By-Laws as amended and restated October 29, 1991 (8) |
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c. |
Not Applicable |
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d. |
(1) |
Amended and Restated Investment Advisory Agreement between Registrant and The Variable Annuity Life Insurance Company (with revised fee schedule effective October 1, 1992) (8) |
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(2) |
Investment Advisory Agreement (Form II) between Registrant and VALIC (with revised fee Schedule A effective September 1, 1999 and Form of revised fee Schedule A to be effective October 1, 1999) |
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(3) |
(a) |
Investment Sub-Advisory Agreement between VALIC and T. Rowe Price Associates, Inc. (8) |
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(b) |
Amendment No. 1 to Investment Sub-Advisory Agreement between VALIC and T. Rowe Price Associates, Inc. effective February 2, 1998 (8) |
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(4) |
Investment Sub-Advisory Agreement between VALIC and Bankers Trust Company effective June 4, 1999 (9) |
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(5) |
Investment Sub-Advisory Agreement between VALIC and Wellington Management Company, LLP |
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e. |
Distribution Agreement between Registrant and A.G. Distributors, Inc. effective May 1, 1999 (9) |
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f. |
Not Applicable |
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g. |
(1) |
(a) |
Custodian Contract between Registrant and State Street Bank and Trust Company (8) |
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(b) |
Custodian Fee Schedule between Registrant and State Street Bank and Trust Company (7) |
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(c) |
Amendment to Custodian Contract between Registrant and State Street Bank and Trust Company (7) |
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(d) |
Custodian Fee Schedule between Registrant and State Street Bank and Trust Company (7) |
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(2) |
Securities Lending Authorization Agreement as Amended between Registrant and State Street Bank and Trust Company (8) |
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(3) |
(a) |
Canada Sub-Custodial Agreement between State Street Bank and Trust Company and Canada Trust Company (2) |
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(b) |
Sub-Custodial Agreements between State Street Bank and Trust Company and: (1) |
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(i) |
Den Danske Bank -- Copenhagen |
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(ii) |
Sumitomo Trust and Banking Co., Ltd. -- Tokyo |
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(iii) |
State Street Bank and Trust Company -- London |
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(c) |
Additional Sub-Custodial Agreements between State Street Bank and Trust Company and (3) |
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(i) |
Westpac Banking Corporation -- Sydney |
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(ii) |
GiroCredit Bank Aktiengesellschaft der Sparkassen -- Vienna |
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(iii) |
Generale Bank -- Brussels |
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(iv) |
Canada Trustco Mortgage Company -- Toronto |
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(v) |
Merita Bank Limited |
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(vi) |
Banque Paribas -- Paris |
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(vii) |
Standard Chartered Bank -- Hong Kong |
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(viii) |
Bank of Ireland -- Dublin |
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(ix) |
Standard Chartered Bank Malaysia Berhad |
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(x) |
MeesPierson N.V. -- Amsterdam |
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(xi) |
ANZ Banking Group (New Zealand) Limited -- Wellington |
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(xii) |
Christiania Bank of Kreditkasse -- Oslo |
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(xiii) |
The Development Bank of Singapore Ltd. -- Singapore |
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(xiv) |
Banco Santander, S.A. -- Madrid |
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(xv) |
Skandinaviska Enskilda Banken -- Stockholm |
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(xvi) |
Union Bank of Switzerland -- Zurich |
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(d) |
Additional Sub-Custodial Agreement between State Street Bank and Trust Company and Citibank, N.A., Mexico -- Mexico City (4) |
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(e) |
Additional Sub-Custodial Agreements between State Street Bank and Trust Company and (6) |
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(i) |
Dresdner Bank AG -- Frankfurt |
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(ii) |
Banque Paribas -- Milan |
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(iii) |
The Fuji Bank, Limited -- Tokyo (iv) The Daiwa Bank, Limited -- Tokyo |
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(f) |
Additional Sub-Custodial Agreement between State Street Bank and Trust Company and Banco Commercial Portugues -- Lisbon (8) |
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h. |
(1) |
Transfer Agency and Service Agreement between Registrant and The Variable Annuity Life Insurance Company (8) |
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(2) |
Accounting Services Agreement between Registrant and The Variable Annuity Life Insurance Company effective October 31, 1996 (with revised fee Schedule A effective March 1, 1999) (9) |
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i. |
Not Applicable |
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j. |
Not Applicable |
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k. |
Not Applicable |
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l. |
(1) |
Subscription Agreement between the Registrant and The Variable Annuity Life Insurance Company regarding the initial capitalization of Growth Fund (8) |
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(2) |
Subscription Agreement between the Registrant and The Variable Annuity Life Insurance Company regarding the initial capitalization of Growth & Income Fund (8) |
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(3) |
Subscription Agreement between the Registrant and The Variable Annuity Life Insurance Company regarding the initial capitalization of Science & Technology Fund (8) |
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m. |
Not Applicable |
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n. |
Not Applicable |
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o. |
Code of Ethics (incorporated by reference to Post-Effective Amendment Number 29 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on July 21, 2000 (file No. 2-83631/811-3738) |
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p. |
(1) |
Copies of manually signed powers of attorney for American General Series Portfolio Company Directors Norman Hackerman, John Wm. Lancaster, R. Miller Upton, F. Robert Paulsen and Ben H. Love (8) |
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(2) |
Copies of manually signed powers of attorney for American General Series Portfolio Company Directors Kent E. Barrett and Alice T. Kane (9) |
Footnotes:
1. Incorporated herein by reference to the Company's Form N-14 registration statement filed with the Securities and Exchange Commission on January 27, 1992 (File No. 33-45217).
2. Incorporated herein by reference to Post-Effective Amendment Number 15 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on August 2, 1990 (file No. 2-83631/811-3738).
3. Incorporated herein by reference to Post-Effective Amendment Number 19 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on July 30, 1993 (File No. 2-83631/811-3738).
4. Incorporated herein by reference to Post-Effective Amendment Number 23 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on August 2, 1994 (File No. 2-83631/811-3738).
5. Incorporated herein by reference to Post-Effective Amendment Number 7 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on September 25, 1986 (File No. 2-83631/811-3738).
6. Incorporated herein by reference to Post-Effective Amendment Number 24 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on September 17, 1996 (File No. 2-83631/811-3738).
7. Incorporated herein by reference to Post-Effective Amendment Number 25 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on July 31, 1997 (File No. 2-83631/811-3738).
8. Incorporated herein by reference to Post-Effective Amendment Number 26 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on September 22, 1998 (File No. 2-83631/811-3738).
9. Incorporated herein by reference to Post-Effective Amendment Number 27 to the Company's Form N-1A registration statement filed with the Securities and Exchange Commission on August 2, 1999 (File No. 2-83631/811-3738).
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is controlled by or under common control with the Registrant. All of the outstanding common stock of the Registrant is, or will be, owned by The Variable Annuity Insurance Company ("VALIC"), a Texas life insurance corporation, VALIC Separate Account A, a separate account of VALIC which is registered as a unit investment trust under the Investment Company Act of 1940 (File No. 811-3240/33-75292); American General Life Insurance Company ("AGL") Separate Account A and Separate Account D, unit investment trusts registered as investment companies under the 1940 Act, affiliates of VALIC; AGL Separate Account B, a unit investment trust that is exempt from registering as an investment company under the 1940 Act; and two employee thrift plans maintained by VALIC and/or American General Corporation. Therefore, various companies affiliated with VALIC may be deemed to be under common control with the Registrant. These companies, together with their states of incorporation, and the identity of the owners of their common stock, are set forth in Exhibit 21 of the Form 10-K of American General Corporation filed for the year ended December 31, 1999 (File No. 1-7981), which is incorporated herein by this reference.
ITEM 25. INDEMNIFICATION
Incorporated herein by reference to Post-Effective Amendment Number 20 to the Company's Form N-1A Registration Statement filed with the Securities and Exchange Commission on February 20, 1994 (File No. 2-83631/811-3738).
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
See "About the Series Company Management" in Part A and "Investment Adviser" and "Investment Sub-Advisers" in the Statement of Additional Information regarding the businesses of VALIC and the Sub-advisers.
Set out below is a list of each director and officer of VALIC indicating each other business, profession, vocation, or employment of a substantial nature in which each such person has been, at any time during the past two fiscal years, engaged for his or her own account or in the capacity of director, officer, partner, or trustee. Unless otherwise specified, the principal business address of VALIC is 2929 Allen Parkway, Houston, Texas 77019. See also the information set out under the caption "Directors and Officers" in Part B of this Registration Statement, which is incorporated herein by reference to the extent applicable. Companies, other than VALIC, identified in the list below are American General Distributors, Inc. ("AG Distributors"), American General Annuity Insurance Company ("AGAIC") and American General Corporation ("AG Corporation").
NAME |
COMPANY |
TITLE |
Robert M. Devlin |
VALIC, AGAIC AG Corporation |
Director Director, Chairman and Chief Executive Officer |
John A. Graf |
VALIC, AGAIC |
Chairman, Director, President and Chief Executive Officer |
Carl J. Santillo |
VALIC, AGAIC |
Director and Executive Vice President -- Operations |
Bruce R. Abrams |
VALIC, AGAIC |
Director and Executive Vice President -- AGAIC Sales |
Kent E. Barrett |
VALIC, AGAIC |
Director, Executive Vice President and Chief Financial Officer |
Robert P. Condon |
VALIC, AGAIC |
Director and Executive Vice President -- VALIC Sales & Institutional Marketing |
Kathleen Adamson |
VALIC, AGAIC |
Senior Vice President -- Customer Service |
Michael J. Akers |
VALIC, AGAIC |
Senior Vice President and Chief Actuary |
Dick Bailey |
VALIC, AGAIC |
Senior Vice President -- Planning & Expense Management |
Michael A. Betts |
VALIC, AGAIC |
Senior Vice President -- Systems |
Rebecca G. Campbell |
VALIC, AGAIC |
Director and Senior Vice President -- Human Resources |
Mary Cavanaugh |
VALIC, AGAIC |
Senior Vice President -- General Counsel and Secretary |
Kenneth E. Coffey |
VALIC, AGAIC |
Senior Vice President -- National Marketing Director |
Stephen G. Kellison |
VALIC, AGAIC |
Senior Vice President -- Product Management |
Richard J. Lindsay |
VALIC, AGAIC |
Senior Vice President -- Marketing |
Terry Eleftheriou |
VALIC, AGAIC |
Senior Vice President -- Finance |
Robert E. Steele |
VALIC, AGAIC |
Senior Vice President -- Specialty Products |
Jane E. Bates |
VALIC |
Vice President -- Broker/Dealer Operations |
James D. Bonsall |
VALIC, AGAIC |
Vice President -- Financial Reporting |
Rosemary Beauvais |
VALIC, AGAIC |
Vice President -- Corporate Technology Services |
Gregory S. Broer |
VALIC, AGAIC |
Vice President -- Actuarial |
Richard A. Combs |
VALIC, AGAIC |
Vice President -- Actuarial |
Neil J. Davidson. |
VALIC, AGAIC |
Vice President -- Actuarial |
David H. denBoer |
VALIC, AGAIC |
Vice President -- Compliance |
Terry B. Festervand |
VALIC AGAIC |
Vice President and Treasurer Assistant Treasurer |
Daniel Fritz |
VALIC, AGAIC |
Vice President -- Actuarial |
Michael D. Gifford |
VALIC, AGAIC |
Vice President -- Case Development |
Joseph P. Girgenti |
VALIC, AGAIC |
Vice President -- Sales Support |
Sharla A. Jackson |
VALIC, AGAIC |
Vice President -- Customer Service - Amarillo |
Albert J. Guiterrez |
VALIC, AGAIC |
Vice President and Investment Officer |
Calvin King |
VALIC, AGAIC |
Vice President -- North Houston Customer Care Center |
Traci P. Langford |
VALIC, AGAIC |
Vice President -- Account Management |
Thomas G. Norwood |
VALIC, AGAIC |
Vice President -- Broker/Dealer Operations |
Rembert R. Owen, Jr. |
VALIC, AGAIC |
Vice President and Assistant Secretary |
Steven D. Rubinstein |
VALIC, AGAIC |
Vice President -- Financial Planning and Reporting |
Richard W. Scott |
VALIC, AGAIC AG Corporation |
Vice President and Chief Investment Officer Executive Vice President and Chief Investment Officer |
Gary N. See |
VALIC, AGAIC |
Vice President -- Group Actuarial |
Gregory R. Seward |
VALIC, AGAIC |
Vice President -- Variable Product Accounting |
David Snyder |
VALIC, AGAIC |
Vice President -- Electronic Commerce |
Paula F. Snyder |
VALIC, AGAIC |
Vice President -- AGRS Marketing Communications |
James P. Steele |
VALIC, AGAIC |
Vice President -- Specialty Products |
Kenneth R. Story |
VALIC, AGAIC |
Vice President -- Information Technology |
Brian R. Toldan |
VALIC, AGAIC |
Vice President and General Auditor |
Michael A. Tompkins |
VALIC, AGAIC |
Vice President -- PR Acquisitions |
Larry Robinson |
VALIC, AGAIC |
Vice President -- Product Development |
Nancy K. Shumbera |
VALIC, AGAIC |
Vice President -- Applications Development |
Brenda Simmons |
VALIC, AGAIC |
Vice President -- Premium Processing |
William A. Wilson |
VALIC, AGAIC |
Vice President -- Government Affairs |
Roger E. Hahn |
VALIC, AGAIC |
Investment Officer |
C. Scott Inglis |
VALIC, AGAIC |
Investment Officer |
Craig R. Mitchell |
VALIC, AGAIC |
Investment Officer |
Julia S. Tucker |
VALIC, AGAIC AG Corporation |
Investment Officer Senior Vice President -- Investments |
W. Lary Mask |
VALIC, AGAIC |
Real Estate Investment Officer and Assistant Secretary |
D. Lynne Walters |
VALIC, AGAIC, AG Distributors AG Corporation |
Tax Officer Vice President -- Taxes |
Pauletta P. Cohn |
VALIC, AGAIC |
Assistant Secretary |
Otto B. Gerlach, III |
VALIC, AGAIC |
Assistant Secretary |
Cheryl G. Hemley |
VALIC, AGAIC |
Assistant Secretary |
Susan Miller |
VALIC, AGAIC |
Assistant Secretary |
Christine W. McGinnis |
VALIC, AGAIC |
Assistant Secretary |
Connie E. Pritchett |
VALIC, AGAIC |
Assistant Secretary |
Daniel R. Cricks |
VALIC, AGAIC |
Assistant Tax Officer |
Eric Alexander |
VALIC, AGAIC |
Assistant Treasurer |
Paul Hoepfl |
VALIC, AGAIC |
Assistant Treasurer |
Kristy L. McWilliams |
VALIC, AGAIC |
Assistant Treasurer |
William H.Murray |
VALIC, AGAIC |
Assistant Treasurer |
Tara S. Rock |
VALIC, AGAIC |
Assistant Treasurer |
Carolyn Roller |
VALIC, AGAIC |
Assistant Treasurer |
Marylyn S. Zlotnick |
VALIC, AGAIC |
Assistant Controller |
Leslie K. Bates |
VALIC, AGAIC |
Administrative Officer |
Mary C. Birmingham |
VALIC, AGAIC |
Administrative Officer |
Donald L. Davis |
VALIC, AGAIC |
Administrative Officer |
Robert A. Demchak |
VALIC, AGAIC |
Administrative Officer |
Ted D. Hennis |
VALIC, AGAIC |
Administrative Officer |
William L. Hinkle |
VALIC, AGAIC |
Administrative Officer |
Joan M. Keller |
VALIC, AGAIC |
Administrative Officer |
William R. Keller, Jr |
VALIC, AGAIC |
Administrative Officer |
Fred M. Lowery |
VALIC, AGAIC |
Administrative Officer |
James F. McCulloch |
VALIC, AGAIC |
Administrative Officer |
Michael E. Mead |
VALIC, AGAIC |
Administrative Officer |
Kathryn T. Smith |
VALIC, AGAIC |
Administrative Officer |
John M. Stanton |
VALIC, AGAIC |
Administrative Officer |
ITEM 27. PRINCIPAL UNDERWRITERS
(a) American General Distributors, Inc. (the "Distributor") acts as exclusive distributor and principal underwriter of the Registrant and as principal underwriter for VALIC Separate Account A, American General Series Portfolio Company and American General Series Portfolio Company 3. The principal business address for all the officers and directors shown below is 2929 Allen Parkway, Houston, TX 77019.
(b) The following information is furnished with respect to each officer and director of the Distributor.
NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH DISTRIBUTOR |
POSITIONS AND OFFICES WITH THE REGISTRANT |
Robert P. Condon |
Director, Chairman of the Board, Chief Executive Officer and President |
None |
Thomas G. Norwood |
Director, Chief Financial Officer and Treasurer |
None |
Mary Cavanaugh |
Director and Secretary |
None |
D. Lynne Walters |
Tax Officer |
None |
V. Keith Roberts |
Vice President -- Operations |
None |
Cheryl G. Hemley |
Assistant Secretary |
None |
Daniel R. Cricks |
Assistant Tax Officer |
None |
James D. Bonsall |
Assistant Treasurer |
None |
Steven D. Rubinstein |
Assistant Treasurer |
None |
Marylyn S. Zlotnick |
Assistant Treasurer |
None |
(c) Not Applicable
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder will be in the physical possession of either:
THE DEPOSITOR:
The Variable Annuity Life Insurance Company
2929 Allen Parkway
Houston, Texas 77019
THE PRINCIPAL UNDERWRITER:
American General Distributors, Inc.
2929 Allen Parkway
Houston, Texas 77019
THE CUSTODIAN:
The State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
INVESTMENT SUB-ADVISERS:
American General Investment Management, L.P.
2929 Allen Parkway
Houston, Texas 77019
Brown Capital Management
1201 N. Calvert St.
Baltimore, Maryland 21201
Capital Guardian Trust Company
11100 Santa Monica Boulevard
Los Angeles, California 90025
Fiduciary Management Associates, Inc.
211 Congress Street
Boston, Massachusetts 02110
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Jacobs Asset Management, Inc.
211 Congress Street
Boston, Massachusetts 02110
JP Morgan Investment Management Inc.
522 Fifth Avenue
New York, New York 10036
Neuberger Berman Management Inc.
605 Third Avenue
New York, New York 10158
State Street Bank and Trust Company
2 International Place
Boston, Massachusetts 02110
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
ITEM 29. MANAGEMENT SERVICES
There is no management-related service contract not discussed in Parts A or B of this Form N-1A
ITEM 30. UNDERTAKINGS
Not Applicable
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, American General Series Portfolio Company, certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(a) under the Securities Act of 1933 and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Houston, and State of Texas, on the 26th day of September, 2000.
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
By: /s/ ALICE T. KANE
--------------------------------
Alice T. Kane
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
/s/ ALICE T. KANE Alice T. Kane |
Chairman of the Board of Directors |
September 26, 2000 |
/s/ GREGORY R. SEWARD Gregory R. Seward |
Treasurer |
September 26, 2000 |
_________*___________ Kent E. Barrett |
Director |
September 26, 2000 |
_________*___________ Judith Craven |
Director |
September 26, 2000 |
_________*___________ Timothy J. Ebner |
Director |
September 26, 2000 |
_________*___________ Gustavo E. Gonzales, Jr. |
Director |
September 26, 2000 |
_________*___________ Norman Hackerman |
Director |
September 26, 2000 |
_________*___________ John Wm. Lancaster |
Director |
September 26, 2000 |
_________*___________ Ben H. Love |
Director |
September 26, 2000 |
_________*___________ John E. Maupin, Jr. |
Director |
September 26, 2000 |
_________*___________ F. Robert Paulsen |
Director |
September 26, 2000 |
* By: /s/ DAVID M. LEAHY
____________________
David M. Leahy
Attorney-in-Fact
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