AMERICAN GENERAL SERIES PORTFOLIO CO /TX, 485APOS, 2000-07-21

AMERICAN GENERAL SERIES PORTFOLIO CO /TX
485APOS, 2000-07-21

Previous: S&T BANCORP INC, 13F-NT, 2000-07-21

Next: AMERICAN GENERAL SERIES PORTFOLIO CO /TX, 485APOS, EX-99.O.20, 2000-07-21

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON: July 21, 2000

REGISTRATION NO. 2-83631/811-3738
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 29 [X]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 30 [X]

------------------------

AMERICAN GENERAL SERIES PORTFOLIO COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(713) 526-5251
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

------------------------

THE CORPORATION TRUST COMPANY
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(NAME AND ADDRESS OF AGENT FOR SERVICE)

------------------------

Copy to:
JOHN A. DUDLEY, ESQ.
SULLIVAN & WORCESTER, LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036

------------------------

It is proposed that this filing will become effective (check
appropriate box):

<TABLE>
<S> <C>
____ 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
</TABLE>

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

------------------------

================================================================================
<PAGE> 2

PART A

These new funds will be placed in alphabetical order in the October 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
prospectus:
-------------------------------------------------------------------------------

NORTH AMERICAN - FOUNDERS LARGE CAP GROWTH FUND

INVESTMENT OBJECTIVE

The North American - Founders Large Cap Growth Fund (the "Fund") seeks long-term
growth of capital. This investment objective can be changed by the Board of
Trustees, without the approval of the Fund shareholders.

INVESTMENT STRATEGIES

The Fund pursues long-term growth by normally investing at least 65% of its
total assets in common stocks of well-established, high-quality growth
companies. These companies tend to have strong performance records, solid market
positions, reasonable financial strength, and continuous operating records of
three years or more. The Fund may also invest up to 30% of its total assets in
foreign securities, with no more than 25% invested in any one foreign country.

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. If the Fund takes such a temporary defensive
position, it may not achieve its investment objective.

MAIN RISKS OF INVESTING

The main risks that could adversely affect the value of the Fund's shares and
the total return on your investment include:

Stock Market Risk - The value of the stocks and other securities owned by the
Fund will fluctuate depending on the performance of the companies that issued
them, general market and economic conditions, and investor confidence. In
addition, whether or not our assessment of a company's potential to increase
earnings faster than the rest of the market is correct, the securities in the
portfolio may not increase in value, and could even decrease in value.

Investment Style Risk - Market performance tends to be cyclical, and during
various cycles, certain investment styles may fall in and out of favor. If the
market is not favoring the Fund's growth style of investing, the Fund's gains
may not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.

Sector Risk - Securities of companies within specific sectors of the economy can
perform differently than the overall market. This may be due to changes in such
things as the regulatory or competitive environment or to changes in investor
perceptions regarding a sector. Because the Fund may allocate relatively more
assets to certain industry sectors than others, the Fund's performance may be
more susceptible to any developments which affect those sectors emphasized by
the Fund.

<PAGE> 3

NORTH AMERICAN - AMERICAN CENTURY INCOME & GROWTH FUND

INVESTMENT OBJECTIVE

The North American - American Century Income & Growth Fund (the "Fund") seeks
dividend growth, current income and capital appreciation by investing in common
stocks. Current income is a secondary consideration. This investment objective
can be changed by the Board of Trustees, without the approval of the Fund
shareholders.

INVESTMENT STRATEGIES

American Century Investment Management, Inc., the Fund's sub-advisor (manager),
utilizes quantitative management techniques in a two-step process that draws
heavily on computer technology. In the first step, the Fund manager ranks
stocks, primarily the 1,500 largest publicly traded companies in the United
States (measured by the value of their stock) from most attractive to least
attractive. This is determined by using a computer model that combines measures
of a stock's value, as well as measures of its growth potential. To measure
value, the manager uses ratios of stock price to book value and stock price to
cash flow, among others. To measure growth, the manager uses, among others, the
rate of growth of a company's earnings and changes in the earnings estimates for
a company.

In the second step, the manager uses a technique called portfolio optimization.
In portfolio optimization, the manager uses a computer model to build a
portfolio of stocks, from the ranking described earlier, that the manager
believes will provide the optimal balance between risk and expected return. The
goal is to create a fund that provides better returns than the S&P 500, without
taking on significant additional risk. If the stocks that make up the S&P 500 do
not have a high dividend yield, then the Fund may not have a high dividend
yield.

The manager does not attempt to time the market. Instead, the manager intends to
keep the Fund fully invested in stocks regardless of the movement of stock
prices generally. When the manager believes it is prudent, the Fund may invest
in securities other than stocks, such as convertible securities, foreign
securities, short-term instruments and non-leveraged stock index futures
contracts and other securities. Stock index futures contracts, a type of
derivative security, can help the Fund's cash assets remain liquid while
performing more like stocks. The Fund has a policy to help manage the risk of
these types of investments.

MAIN RISKS OF INVESTING

The main risks that could adversely affect the value of the Fund's shares and
the total return on your investment include:

Index Risk - the Fund is managed to an Index, the S&P 500. Therefore, the Fund's
performance will be closely tied to the Index. If the Index goes down, it is
likely that the Fund's performance will also go down.

Market Risk - The value of the Fund shares will go up and down based on the
performance of the companies whose securities it owns. The value of the
individual securities the Fund owns will go up and down depending on the
company's performance, general market and economic conditions, and investor
confidence.

Price Fluctuation - Your shares may be worth more or less at any time than the
price you paid for the shares. If you sell your shares when the value is less
per share than the price you paid, you will lose money.

Price Volatility - The value of the Fund's shares may fluctuate significantly in
the short term.

2
<PAGE> 4

NORTH AMERICAN - PUTNAM OPPORTUNITIES FUND

INVESTMENT OBJECTIVE

The North American - Putnam Opportunities Fund (the "Fund") seeks capital
appreciation through investments in common stocks. This investment objective can
be changed by the Board of Trustees, without the approval of the Fund
shareholders.

INVESTMENT STRATEGIES

Putnam Investment Management, Inc. is the sub-advisor (manager) for this Fund.
The Fund invests mainly in common stocks of large U.S. companies, with a focus
on growth stocks (those the manager believes whose earnings will grow faster
than the economy, with a resultant price increase). The Fund invests in a
relatively small number of companies that the manager believes will benefit from
long-term trends in the economy, business conditions, consumer behavior or
public perceptions of the economic environment.

The manager considers, among other things, a company's financial strength,
competitive position in its industry, projected future earnings, cash flows and
dividends when deciding whether to buy or sell investments. The Fund may also
invest in securities of foreign issuers.

MAIN RISKS OF INVESTING

The main risks that could adversely affect the value of the Fund's shares and
the total return on your investment include:

Stock Market Risk - The risk that the stock price of one or more of the
companies in the Fund's portfolio will fall, or will fail to rise. Many factors
can adversely affect a stock's performance, including both general financial
market conditions and factors related to a specific company or industry.

Financial Market Risk - The risk that movements in financial markets will
adversely affect the price of the Fund's investments, regardless of how well the
companies in which we invest perform. The market as a whole may not favor the
types of investments we make.

Investing in Fewer Issuers - The risk of loss from investing in fewer issuers
than a fund that invests more broadly. This vulnerability to factors affecting a
single investment can result in greater fund losses and volatility.

Foreign Investments - Foreign investments involve special risks. For example,
their values may decline in response to changes in currency exchange rates,
unfavorable political and legal developments, unreliable or untimely
information, and economic and financial instability. In addition, the liquidity
of these investments may be more limited than for U.S. investments, which means
we may at times be unable to sell them at desirable prices. Foreign settlement
procedures may also involve additional risks. These risks are generally greater
in the case of developing (also known as emerging) markets with less developed
legal and financial systems. Certain of these risks may also apply to U.S.
investments that are denominated in foreign currencies or that are traded in
foreign markets, or to securities of U.S. companies that have significant
foreign operations.

3
<PAGE> 5

NORTH AMERICAN - FOUNDERS/T. ROWE PRICE SMALL CAP FUND

INVESTMENT OBJECTIVE

The North American - Founders/T. Rowe Price Small Cap Fund (the "Fund") seeks to
provide long-term capital growth by investing primarily in the stocks of small
companies. This investment objective can be changed by the Board of Trustees,
without the approval of the Fund shareholders.

INVESTMENT STRATEGIES

The Fund will normally invest at least 65% of its total assets in stocks of
small companies. Small companies are not usually listed on a national securities
exchange, but trade on the over-the-counter market. A company is considered a
"small" company if its total market value (capitalization) falls within a range
of companies in the Russell 2000 Index. Generally, that includes companies with
a market value of $2.2 billion or less, though the range can fluctuate depending
on the changes in the value of the entire stock market.

Stock selection may reflect either a growth or a value investment approach. For
example, if a company's price/earnings ratio is attractive relative to the
underlying earnings growth rate, that is a growth stock. A value stock would be
one where the stock price appears undervalued in relation to earnings, projected
cash flow, or asset value per share.

The portfolio investments are expected to be widely diversified by industry and
company. The Fund may purchase stocks that have a market capitalization above
the range if the companies appear to have better prospects for capital
appreciation. The Fund may also purchase up to __% in foreign securities,
although it will normally invest in common stocks of U.S.-based companies.

MAIN RISKS OF INVESTING

The main risks that could adversely affect the value of the Fund's shares and
the total return on your investment include:

Stock Market Risk - The value of the stocks and other securities owned by the
Fund will fluctuate depending on the performance of the companies that issued
them, general market and economic conditions, and investor confidence. In
addition, whether or not our assessment of a company's potential for growth and
appreciation is correct, the securities in the portfolio may not increase in
value, and could even decrease in value.

Small Company Risk - Investing in small companies involves greater risk than is
customarily associated with larger companies, because the small companies offer
greater opportunity for capital appreciation. Stocks of small companies are
subject to more abrupt or erratic price movements than larger company stocks.
Small companies often are in the early stages of development and have limited
product lines, markets, or financial resources. Their managements may lack depth
and experience. Such companies seldom pay significant dividends that could
cushion returns in a falling market. In addition, these companies may be more
affected by intense competition from larger companies, and the trading markets
for their securities may be less liquid and more volatile than securities of
larger companies. This means that the Fund could have greater difficulty selling
a security of a small-cap issuer at an acceptable price, especially in periods
of market volatility. Also, it may take a substantial period of time before the
Fund realizes a gain on an investment in a small-cap company, if it realizes any
gain at all.

4
<PAGE> 6

sectors than others, the Fund's performance may be more susceptible to any
developments which affect those sectors emphasized by the Fund.

Foreign Securities Risk - Foreign investments involve special risks. For
example, their values may decline in response to changes in currency exchange
rates, unfavorable political and legal developments, unreliable or untimely
information, and economic and financial instability. In addition, the liquidity
of these investments may be more limited than for U.S. investments, which means
we may at times be unable to sell them at desirable prices. Foreign settlement
procedures may also involve additional risks. These risks are generally greater
in the case of developing (also known as emerging) markets with less developed
legal and financial systems. Certain of these risks may also apply to U.S.
investments that are denominated in foreign currencies or that are traded in
foreign markets, or to securities of U.S. companies that have significant
foreign operations.

Investment Style Risk - In general, stocks with growth characteristics can have
relatively wide price swings as a result of their potentially high valuations.
Stocks with value characteristics carry the risk that investors will not
recognize their intrinsic value for a long time or that they are actually
appropriately priced at a low level. Because this Fund holds stocks with both
growth and value characteristics, its share price may be negatively affected by
either set of risks.

5
<PAGE> 7

NORTH AMERICAN - AG NASDAQ-100 INDEX FUND

INVESTMENT OBJECTIVE

The North American - AG Nasdaq-100 Index Fund (the "Fund") seeks long-term
capital growth through investments in the stocks that are included in the
Nasdaq-100 Index. This investment objective can be changed by the Board of
Trustees, without the approval of the Fund shareholders.

INVESTMENT STRATEGIES

The Fund plans to invest in stocks that are included in the Nasdaq-100 Index
(the "Index"). The Index was established in January 1985. It represents the
largest and most active non-financial domestic and international securities
listed on the Nasdaq Stock Market, based on market value (capitalization). This
includes major industry groups, such as computer hardware and software,
telecommunications, retail and wholesale trade and biotechnology.

The Fund investments are made by its sub-advisor, American General Investment
Management, L.P. ("AGIM"). AGIM invests Fund assets in companies that are listed
in the Index, except for a small portion in cash, to be available for
redemptions. Since it may not be possible for this Fund to buy every stock
included in the Index, or in the same proportions, the Fund invests in a
sampling of common stocks in the Index. The stocks to be included in the Fund
will be selected utilizing a statistical sampling technique known as
"optimization." This process selects stocks for the Fund so that various
industry weightings, market capitalizations and fundamental characteristics
(e.g. price-to-book, price-to-earnings, debt-to-asset ratios and dividend
yields) closely approximate those of the Index. The common stocks held by the
Fund are weighted to make the Fund's aggregate investment characteristics
similar to those of the Index as a whole.

The Fund may also invest in some futures contracts in order to help the Fund's
liquidity. If the market value of the futures contracts is close to the Fund's
cash balance, then that helps to minimize the tracking errors, while helping to
maintain liquidity.

Generally, an index fund tries to mirror the target index and its performance.
The performance will not match exactly, though, because the index fund incurs
operating expenses and other investment overhead as part of its normal
operations. The index is an unmanaged group of securities, so it does not have
these expenses. An investor cannot invest directly in an index. These
differences between an index fund and its index are called tracking differences.
An index fund seeks a tracking difference of 0.05% or less. The tracking
difference may also be shown as a correlation factor. A correlation factor of
0.95, after expenses, is considered to be good, while a correlation of 1.00 is
perfect.

The tracking differences are reviewed periodically by AGIM for each of the index
funds. If an index fund does not accurately track an index, AGIM will rebalance
the Fund's portfolio by selecting securities which will provide a more
representative sampling of the securities in the index as a whole or the sector
diversification within the index, as appropriate.

MAIN RISKS OF INVESTING

The main risks that could adversely affect the value of the Fund's shares and
the total return on your investment include:

Stock Market Risk (Volatility) - The value of the stocks and other securities
owned by the Fund will fluctuate depending on the performance of the companies
that issued them, general market and economic conditions, and

6
<PAGE> 8

investor confidence. The Index changes every day, depending on movement in the
stock market. Stock markets often have times when the prices rise and fall
significantly every day or every few days. There is no guarantee that the value
of your investment will increase.

Sector Risk - Securities of companies within specific sectors of the economy can
perform differently than the overall market. This may be due to changes in such
things as the regulatory or competitive environment or to changes in investor
perceptions regarding a sector. Because the Index may invest relatively more
assets in certain industry sectors than others (such as technology), the Fund's
performance may be more susceptible to any developments which affect those
sectors emphasized by the Index.

Index Risk - The Nasdaq-100 Index is a modified capitalization weighted index,
which means that it purchases stocks in proportion to their total market
capitalizations (overall market value), with some modifications. The
modifications are to provide enhanced diversification, but could also mean that
securities offered by larger companies may be purchased in larger proportions.
Thus, poor performance of the largest companies could result in negative
performance for both the Index and the Fund.

To be placed in a shaded box:
More about the Nasdaq-100 Index: To be eligible for the Index, a domestic
security must have a minimum average daily trading volume of at least 100,000
shares, and must have been listed for one to two years. If the security is a
foreign security, then the company must have a world market value of $10 billion
or more, a U.S. market value of at least $4 billion, and average trading volume
of at least 200,000 shares per day. Nasdaq reviews and adjusts the Index on a
quarterly basis to ensure that certain pre-established weight distribution and
diversification guidelines are met. This will also help to limit the domination
of the Index by a few very large common stocks.

7
<PAGE> 9

NORTH AMERICAN - AMERICAN CENTURY INTERNATIONAL GROWTH FUND

INVESTMENT OBJECTIVE

The North American - American Century International Growth Fund (the "Fund")
seeks capital growth through investments in equity securities of issuers in
developed foreign countries. The Fund does not invest in U.S. securities. This
investment objective can be changed by the Board of Trustees, without the
approval of the Fund shareholders.

INVESTMENT STRATEGIES

American Century Investment Management, Inc., the Fund's sub-advisor (manager)
uses a growth strategy it developed to invest in stocks of companies they
believe will increase in value over time. This strategy looks for companies with
earnings and revenue growth. Ideally, the fund managers look for companies whose
earnings and revenues are not only growing, but growing at a successively
faster, or accelerating, pace. This strategy is based on the premise that, over
the long term, the stocks of companies with earnings and revenue growth have a
greater-than-average chance to increase in value.

The managers use a bottom-up approach to select stocks to buy for the Fund. That
means they first look for strong, growing companies to invest in, rather than
simply buying any company in a growing industry or sector. The managers track
financial information for thousands of companies to identify trends in the
companies' earnings and revenues. This information is used to help the Fund
managers select or decide to continue to hold the stocks of companies they
believe will be able to sustain their growth, and to sell stocks of companies
whose growth begins to slow down.

In addition to locating strong companies with earnings and revenue growth, the
Fund managers believe that it is important to diversify the Fund's holdings
across different countries and geographical regions in an effort to manage the
risks of an international portfolio. For this reason, the Fund managers also
consider the prospects for relative economic growth among countries or regions,
economic and political conditions, expected inflation rates, currency exchange
fluctuations and tax considerations when making investments.

The Fund managers do not attempt to time the market. Instead, under normal
market conditions, they intend to keep the Fund essentially fully invested in
stocks regardless of the movement of stock prices generally. The Fund can
purchase other types of securities, when the managers believe it is prudent. The
Fund may invest a portion of its assets in convertible securities, short-term
securities, non-leveraged stock index futures contracts, notes, bonds and other
debt securities of companies, and obligations of foreign governments and their
agencies, or other similar securities. Stock index futures contracts, a type of
derivative security, can help the Fund's cash assets remain liquid, while
performing more like stocks. The Fund has a policy governing stock index futures
and similar derivative securities to help manage the risk of these types of
investments. For example, the managers cannot leverage the Fund's assets by
investing in a derivative security.

In determining whether a company is foreign, the Fund managers will consider
various factors, including where the company is headquartered, where the
company's principal operations are located, where the company's revenues are
derived, where the principal trading market is located and the country in which
the company was legally organized. The weighting given to each of these factors
will vary depending on the circumstances in a given case. The Fund considers
developed countries to include Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Luxembourg, the
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland, the United Kingdom, and the United States.

8
<PAGE> 10

MAIN RISKS OF INVESTING

The main risks that could adversely affect the value of the Fund's shares and
the total return on your investment include:

Market Risk - The value of a fund's shares will go up and down based upon the
performance of the companies whose securities it owns and other factors
generally affecting the securities market.

Price Volatility - The value of the Fund's shares may fluctuate significantly in
the short term.

Principal Loss - As with all funds, if you sell your shares when their value is
less than the price you paid, you will lose money.

Foreign Risk - The Fund invests primarily in foreign securities, which are
generally riskier than U.S. stocks. As a result, the Fund is subject to foreign
risk, meaning that political events (civil unrest, national elections,
imposition of exchange controls), social and economic events (labor strikes,
rising inflation) and natural disasters occurring in a country where the Fund
invests could cause the Fund's investments in that country to experience gains
or losses.

Currency Risk - Because the Fund's foreign investments are generally held in
foreign currencies, the Fund could experience gains or losses based solely on
changes in the exchange rate between foreign currencies and the U.S. dollar.

9
<PAGE> 11

-------------------------------------------------------------------------------
Inserts to the current prospectus section:
ABOUT THE SERIES COMPANY'S MANAGEMENT

Investment Sub-advisors section:
-------------------------------------------------------------------------------

North American - Founders Large Cap Growth Fund

FOUNDERS ASSET MANAGEMENT LLC ("Founders") is the sub-advisor for the North
American - Founders Large Cap Growth Fund. Founders and its predecessor
companies have operated as investment advisors since 1938, and serve a number of
investment companies and private accounts. The Founders offices are located at
2930 East Third Avenue, Denver, Colorado, 80206. Founders is the growth
specialist affiliate of The Dreyfus Corporation. As of December 31, 1999,
Founders had more than $6.6 billion in its mutual fund portfolios.

Founders uses a lead manager and team system for day-to-day Fund management. The
team is composed of members of the investment department, including lead
portfolio managers, portfolio traders, and research analysts. Daily decisions on
security selection for the Fund are made by Thomas M. Arrington, Vice President
of Investments, and Scott A. Chapman, Vice President of Investments and Director
of Research. They use a "bottom-up approach" to make Fund purchases. This means
that they analyze the fundamentals of individual companies, such as financial
ratios, rather than focusing on broader market themes. Messrs. Arrington and
Chapman are Chartered Financial Analysts, and have co-managed the Dreyfus
Founders Growth Fund since December 1998.

In July 1999 Mr. Arrington was named as a co-manager of the Dreyfus Founders
Worldwide Growth Fund. Mr. Arrington has also served as a portfolio manager for
The Dreyfus Corporation since March 1999. In addition, he manages or co-manages
several institutional growth and growth and income accounts. Prior to joining
Founders, Mr. Arrington was a vice president and director of income equity
strategy for HighMark Capital Management, Inc., a subsidiary of Union BanCal
Corp. His educational background includes an MBA in business information systems
from San Francisco State University, and a BA in economics from the University
of California at Los Angeles.

Scott A. Chapman joined Founders in December 1998 as co-portfolio manager of
Dreyfus Founders Growth Fund. He has also served as a portfolio manager for The
Dreyfus Corporation since February 1999. In July 1999, Mr. Chapman began
co-managing the domestic portion of Dreyfus Founders Worldwide Growth Fund with
Mr. Arrington. In December 1999, Mr. Chapman began managing Dreyfus Founders
Focus Fund. Mr. Chapman was previously a vice president and director of growth
strategy for San Francisco-based HighMark Capital Management, Inc., a subsidiary
of Union BanCal Corp. Mr. Chapman joined HighMark in 1991 and managed the
HighMark Growth Fund. Mr. Chapman has an MBA in finance from Golden Gate
University and a BS in accounting from Santa Clara University.

PRIOR PERFORMANCE

Because the North American - Founders Large Cap 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 Founders
for the Dreyfus Founders Growth Fund.

The performance information shown below is for Class F of the retail Dreyfus
Founders Growth Fund, and not that of the new Fund, North American - Founders
Large Cap Growth Fund. The North American - Founders Large Cap Growth Fund is
sold as an annuity only to registered and unregistered separate accounts of
VALIC and its affiliates or employee thrift plans maintained by VALIC or
American General Corporation, while the Dreyfus Founders Growth Fund is sold to
the general public. The returns shown reflect investment management fees and
other expenses of the retail fund, Dreyfus Founders 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 - Founders Large Cap Growth
Fund, may not be the same as those made by the Dreyfus Founders 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.

10
<PAGE> 12

Past performance shown below is no guarantee of similar future performance for
the North American - Founders Large Cap Growth Fund.

[DREYFUS FOUNDERS GROWTH FUND GRAPH]

1990 -10.60%
1991 47.39%
1992 4.32%
1993 25.53%
1994 -3.35%
1995 45.59%
1996 16.57%
1997 26.59%
1998 25.04%
1999 39.06%

Best quarter Quarter ended December 31, 1999 31.77%
Worst quarter Quarter ended September 30, 1990 -14.83%

The table below compares the performance of the Dreyfus Founders Growth Fund to
that of the S&P 500 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 sales 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 - Founders Large Cap Growth Fund.

Average Annual Total Returns as of 12/31/99

<TABLE>
<CAPTION>
One Year 5 Years 10 Years
<S> <C> <C> <C>
Growth Fund - Class F 39.06% 30.16% 20.07%

S&P 500 Index 21.04% 28.56% 18.21%
</TABLE>

North American - American Century Income & Growth Fund

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("American Century") is the
sub-advisor for the North American - American Century Income & Growth Fund.
American Century has been managing mutual funds since 1958, and is headquartered
at 4500 Main Street, Kansas City, Missouri 64111. It has over $100 billion in
assets under management.

The daily management of the Fund is directed by a team of portfolio managers.
Team members meet regularly to review portfolio holdings and discuss purchase
and sale activity. Team members buy and sell securities for the Fund as they see
fit, guided by the Fund's investment objective and strategy.

11
<PAGE> 13

PRIOR PERFORMANCE

Because the North American - American Century Income & 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 American Century for the American Century Income & Growth Fund.

The performance information shown below is for the Investor Class of the retail
American Century Income & Growth Fund (since its inception in December of 1990),
and not that of the new North American - American Century Income & Growth Fund.
The North American - American Century Income & Growth Fund is sold in an annuity
product only to registered and unregistered separate accounts of VALIC and its
affiliates or employee thrift plans maintained by VALIC or American General
Corporation, while the retail American Century Income & Growth Fund is sold to
the general public. The returns shown reflect investment management fees and
other expenses of the retail American Century Income & 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.

Notwithstanding the similarity in the name, objective, investment strategies,
techniques and characteristics, the American Century Income & Growth Fund and
the North American - American Century Income & Growth Fund are separate mutual
funds that will have different investment performance.

Investments made by the new North American - American Century Income & Growth
Fund may not be the same as those made by the retail American Century Income &
Growth Fund. Notwithstanding the similarity in the name, objective, investment
strategies, techniques and characteristics, the American Century Income & Growth
Fund and the North American - American Century Income & Growth Fund are separate
mutual funds that will have different investment performance. This is due to
factors such as the cash flow in and out, different fees and expenses, and
diversity in portfolio size and positions. Past performance shown below is no
guarantee of similar future performance for the new North American - American
Century Income & Growth Fund.

[AMERICAN CENTURY INCOME AND GROWTH FUND GRAPH]

1991 39.08%
1992 7.87%
1993 11.31%
1994 -0.56%
1995 36.87%
1996 24.15%
1997 34.45%
1998 27.67%
1999 17.96%

Fund inception December 17, 1990
Best quarter Quarter ended December 31, 1998 22.18%
Worst quarter Quarter ended September 30, 1998 -11.29%

The table below compares the performance of the American Century Income & Growth
Fund to that of the S&P 500 Index. The S&P 500 Index consists of 500 stocks
chosen for market size, liquidity, and industry group

12
<PAGE> 14

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 sales 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 - American
Century Income & Growth Fund.

Average Annual Total Returns as of 12/31/99

<TABLE>
<CAPTION>
One Year 5 Years 10 Years
<S> <C> <C> <C>
Income & Growth Fund
Investor Class 17.96% 28.02% 21.43%

S&P 500 Index 21.04% 28.56% 18.21%
</TABLE>

North American - Putnam Opportunities Fund

PUTNAM INVESTMENT MANAGEMENT, INC. ("Putnam") is the sub-advisor for the North
American - Putnam Opportunities Fund. Putnam has managed mutual funds since
1937, and is located at One Post Office Square, Boston, Massachusetts, 02109. As
of May 31, 2000, Putnam has over $381 billion in assets under management.

Day-to-day decisions and management of the Fund's portfolio are made by C. Beth
Cotner, Managing Director, Jeffrey R Lindsey and David J. Santos, both Senior
Vice Presidents. Ms. Cotner has been Managing Director of the Putnam Growth
Opportunities Fund since 1998, and has been employed by Putnam since 1995. Mr.
Lindsey has been employed by Putnam since 1994, and has worked with the Putnam
Growth Opportunities Fund since 1996. Mr. Santos joined Putnam in 1986, and
became part of the Putnam Growth Opportunities team in 1999.

PRIOR PERFORMANCE

Because the North American - Putnam Opportunities 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 Putnam for the Putnam
Growth Opportunities Fund.

The performance information shown below is for Class A of the retail Putnam
Growth Opportunities Fund, and not that of the new North American - Putnam
Opportunities Fund. The North American - Putnam Opportunities Fund is sold in an
annuity product only to registered and unregistered separate accounts of VALIC
and its affiliates or employee thrift plans maintained by VALIC or American
General Corporation, while the retail Putnam Growth Opportunities Fund is sold
to the general public. The returns shown reflect investment management fees and
other expenses of the retail Putnam Growth Opportunities 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 North American - Putnam Opportunities Fund may not
be the same as those made by the retail Putnam Growth Opportunities 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. Past performance shown below is no guarantee of similar
future performance for the new North American - Putnam Opportunities Fund.

[PUTMAN GROWTH OPPORTUNITIES FUND GRAPH]

13
<PAGE> 15

1996 25.94%
1997 30.03%
1998 47.38%
1999 __.__%

Fund inception October 2, 1995
Best quarter Quarter ended December 31, 1998 30.68%
Worst quarter Quarter ended September 30, 1998 -10.50%

The table below compares the performance of the Putnam Growth Opportunities Fund
to that of the S&P 500 Index and the Russell 1000 Growth 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. The Russell 1000 Growth Index is an unmanaged
index composed of the 1,000 largest companies in the Russell 3000 Index,
representing approximately 89% of the Russell 3000 total market capitalization.
The Russell 3000 Index is composed of the 3,000 largest U.S. companies ranked by
total market capitalization, representing approximately 98% of the U.S.
investable equity market. No sales charges have been applied to either index,
and an investor cannot invest directly in them. As noted above, past performance
is no guarantee of similar future performance for the North American - Putnam
Opportunities Fund.

Average Annual Total Returns as of 12/31/99

<TABLE>
<CAPTION>
One Year Life of Fund (10/2/95)
<S> <C> <C>
Putnam Growth Opportunities Fund
Class A __.__% __.__%

S&P 500 Index 21.04% 28.56%

Russell 1000 Growth Index __.__% __.__%
</TABLE>

North American - Founders/T. Rowe Price Small Cap Fund

FOUNDERS ASSET MANAGEMENT LLC ("Founders") and T. ROWE PRICE ASSOCIATES, INC.
("T. Rowe") are co-sub-advisors for the North American - Founders/T. Rowe Price
Small Cap Fund. Founders has responsibility for approximately ___% of the Fund's
assets, while T. Rowe manages the remainder.

Founders and its predecessor companies have operated as investment advisors
since 1938, and serve a number of investment companies and private accounts. The
Founders offices are located at 2930 East Third Avenue, Denver, Colorado, 80206.
Founders is the growth specialist affiliate of The Dreyfus Corporation. As of
December 31, 1999, Founders had more than $6.6 billion in its mutual fund
portfolios.

Founders uses a lead manager and team system for day-to-day Fund management. The
team is composed of members of the investment department, including a lead
portfolio manager, portfolio traders, and research analysts. Daily decisions on
security selection for the Founders portion of the Fund are made by Robert T.
Ammann, Vice President of Investments. Mr. Ammann is a Chartered Financial
Analyst who has been lead portfolio manager of the Dreyfus Founders Discovery
Fund since 1997. He also served a portfolio manager of Founders Frontier Fund
from February 1999 until its merger with the Discovery Fund in August 1999. Mr.
Ammann joined Founders in 1993 as a research analyst, and became a senior
research analyst in 1996. Mr. Ammann graduated from Colorado State University
with a B.B.A., concentration in finance.

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 December 31,
1999, T. Rowe Price and its affiliates served as investment adviser to more than
75 stock, bond, and money market funds and managed about $179.9 billion. T. Rowe
is located at 100 East Pratt Street, Baltimore, Maryland 21202.

14
<PAGE> 16

The portion of the Fund sub-advised by T. Rowe is managed by an investment
advisory committee, chaired by Gregory A. McCrickard. He has been the chairman
of the investment advisory committee for the T. Rowe Price Small Cap Fund since
1992. Mr. McCrickard joined T. Rowe in 1986 and has been managing investments
since 1991. He has a B.A. from the University of Virginia and an M.B.A. from
Dartmouth College.

North American - AG Nasdaq-100 Index Fund

AGIM is the Sub-Adviser for the North American - AG Nasdaq-100 Index Fund. It
was formed in 1998 as a successor to the investment management division of
American General Corporation, and is an indirect wholly-owned subsidiary of
American General Corporation. AGIM also provides investment management and
advisory services to pension and profit sharing plans, financial institutions
and other investors.

Investment decisions for the Fund are made by a team, chaired by Magali E.
Azema-Barac. The team meets regularly to review portfolio holdings and discuss
purchase and sale activity. Ms. Azema-Barac joined American General in
September, 1999. From 1995 to 1999, she worked on the equity desk of USWest
Investment Management Company in Englewood, Colorado, where she incepted and
managed an enhanced equity portfolio.

North American - American Century International Growth Fund

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("American Century") is the
sub-advisor for the North American - American Century International Growth Fund.
American Century has been managing mutual funds since 1958, and is headquartered
at 4500 Main Street, Kansas City, Missouri 64111. It has over $100 billion in
assets under management.

PRIOR PERFORMANCE

Because the North American - American Century International 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 American Century for the American Century International Growth Fund.

The performance information shown below is for the Investor Class of the retail
American Century International Growth Fund, and not that of the new North
American - American Century International Growth Fund. The North American -
American Century International Growth Fund is sold in an annuity product only to
registered and unregistered separate accounts of VALIC and its affiliates or
employee thrift plans maintained by VALIC or American General Corporation, while
the American Century International Growth Fund is sold to the general public.
The returns shown reflect investment management fees and other expenses of the
retail American Century International 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 North American - American Century International
Growth Fund may not be the same as those made by the retail American Century
International Growth Fund. Notwithstanding the similarity in the name,
objective, investment strategies, techniques and characteristics, the American
Century International Growth Fund and the North American - American Century
International Growth Fund are separate mutual funds that will have different
investment performance. This is due to factors such as the cash flow in and out,
different fees and expenses, and diversity in portfolio size and positions. Past
performance shown below is no guarantee of similar future performance for the
new North American - American Century International Growth Fund.

15
<PAGE> 17

[AMERICAN CENTURY INTERNATIONAL GROWTH FUND GRAPH]

1992 4.84%
1993 42.65%
1994 -4.76%
1995 11.89%
1996 14.43%
1997 19.72%
1998 19.01%
1999 64.44%

Fund inception May 9, 1991
Best quarter Quarter ended December 31, 1999 48.19%
Worst quarter Quarter ended September 30, 1998 -17.94%

The table below compares the performance of the American Century International
Growth Fund to that of the Morgan Stanley Capital International Europe,
Australia and the Far East ("MSCI EAFE") Index. The MSCI EAFE Index includes
about 1,000 stocks from Europe, Australia and the Far East and is commonly used
as a measure of international stock performance. No sales charges have been
applied to the MSCI EAFE 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 - American Century International Growth Fund.

Average Annual Total Returns as of 12/31/99

<TABLE>
<CAPTION>
One Year 5 Years Life of Fund (since 5/9/91)
<S> <C> <C> <C>
American Century
International Growth Fund
Investor Class 64.44% 24.56% 19.62%

MSCI EAFE Index 26.96% 12.83% 10.47%
</TABLE>

-------------------------------------------------------------------------------
Insert to the "HOW VALIC IS PAID FOR ITS SERVICES" section (for the new funds
only):
-------------------------------------------------------------------------------

VALIC receives an advisory fee from each Fund based on the Fund's average daily
net assets. Here is a list of the percentages each Fund pays to VALIC:

<TABLE>
<CAPTION>
Fund Name Advisory Fee
--------- ------------
<S> <C>
North American - American Century Income & Growth Fund 0.77%

North American - AG Nasdaq-100 Index Fund 0.40%

North American - Founders Large Cap Growth Fund 1.00%

North American - Founders/T. Rowe Price Small Cap Fund 0.90%

North American - Putnam Opportunities Fund 0.95%

North American - American Century International Growth Fund 1.00%
</TABLE>

16
<PAGE> 18

PART B

-------------------------------------------------------------------------------
Insert to the Investment Restrictions Section of the SAI (to be
formatted later when typeset):
-------------------------------------------------------------------------------

INVESTMENT RESTRICTIONS

The Funds have each adopted certain fundamental investment restrictions
which, unlike the investment objectives, policies, and investment program of
each Fund, may only be changed with the consent of a majority of the outstanding
voting securities of the particular Fund. The 1940 Act defines such a majority
as the lesser of (1) 67% or more of the voting securities present in person or
by proxy at a shareholders' meeting, if the holders of more than 50% of the
outstanding voting securities of a Fund are present or represented by proxy, or
(2) more than 50% of a Fund's outstanding voting securities. Also, certain of
the Funds have non-fundamental investment restrictions which may be changed by
the Series Company's Board of Trustees without shareholder approval.
The fundamental and, if applicable, non-fundamental, investment
restrictions of each Fund are listed below. The percentage limitations
referenced in some of the restrictions are to be determined at the time of
purchase. However, percentage limitations for illiquid securities and borrowings
apply at all times. Calculation of each Fund's total assets for compliance with
any of the investment restrictions will not include cash collateral held in
connection with securities lending activities.
In applying the limitations on investments in any one industry, the
Funds use industry classifications based, where applicable, on Baseline, Bridge
Information Systems, Reuters, the S & P Stock Guide published by Standard and
Poor's, information obtained from Bloomberg L.P. and Moody's International,
and/or the prospectus of the issuing company. Further, regarding the securities
of one or more issuers conducting their principal business activities in the
same industry: (a) there is no limitation with respect to obligations issued or
guaranteed by the U.S. government, any state, territory or possession of the
United States, the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions and repurchase agreements secured by
such instruments, (b) wholly owned finance companies will be considered to be in
the industries of their parents if their activities are primarily related to
financing the activities of the parents, (c) utilities will be divided according
to their services, for example, gas, gas transmission, electric and gas,
electric and telephone will each be considered a separate industry, and (d)
personal credit and business credit businesses will be considered separate
industries.

-------------------------------------------------------------------------------
North American - Founders Growth Fund
North American - Founders/T. Rowe Price Small Cap Fund
-------------------------------------------------------------------------------

Fundamental Investment Restrictions

Each Fund may NOT:

1. Invest 25% or more of the value of its total assets in the securities
of issuers having their principal business activities in the same
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.

2. Invest in physical commodities, except that a Fund may purchase and
sell foreign currency, options, forward contracts, futures contracts
(including those relating to indices) options on futures contracts or
indices, and other financial instruments, and may invest in securities
of issuers which invest in physical commodities or such instruments.

3. Invest in real estate, real estate mortgage loans or other illiquid
interests in real estate, including limited partnership interests
therein, except that a Fund may invest in securities of issuers which
invest in real estate, real estate mortgage loans, or other illiquid
interests in real estate. A Fund may also invest in readily marketable
interests in real estate investment trusts.

4. Borrow money, except to the extent permitted under the 1940 Act, which
currently limits borrowing to no more than 33 1/3% of the value of the
Fund's total assets. For purposes of this investment restriction,
investments in options, forward contracts, futures contracts (including
those relating to indices), options on

<PAGE> 19

futures contracts or indices, and other financial instruments or
transactions for which assets are required to be segregated including,
without limitation, reverse repurchase agreements, shall not constitute
borrowing.

5. Lend any security or make any loan if, as a result, more than 33 1/3%
of its total assets would be lent to other parties, but this limitation
does not apply to the purchase of debt securities or to repurchase
agreements.

6. Act as an underwriter of securities of other issuers, except to the
extent a Fund may be deemed an underwriter under the Securities Act of
1933, as amended, in connection with disposing of portfolio securities.

7. Issue any senior security, except as permitted under the 1940 Act and
except to the extent that the activities permitted by the Fund's other
investment restrictions may be deemed to give rise to a senior
security.

Non-Fundamental Investment Restrictions

Each Fund may NOT:

8. Purchase the securities of any issuer if, as a result, more than 5% of
its total assets would be invested in the securities of that issuer,
except that obligations issued or guaranteed by the U.S. Government or
its agencies or instrumentalities may be purchased without regard to
any such limitation.

9. Purchase the securities of any issuer if such purchase would cause the
Fund to hold more than 10% of the outstanding voting securities of such
issuer.

10. Purchase securities on margin, except to obtain such short-term credits
as may be necessary for the clearance of transactions, and except that
a Fund may make margin deposits in connection with transactions in
forward contracts, futures contracts (including those relating to
indices), options on futures contracts or indices, and other financial
instruments, and to the extent necessary to effect transactions in
foreign jurisdictions.

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to
the purchase of securities on a when-issued or forward commitment basis
and the deposit of assets in escrow in connection with writing covered
put and call options and collateral and initial or variation margin
arrangements with respect to options, forward contracts, futures
contracts (including those relating to indices) and options on futures
contracts or indices.

12. Enter into repurchase agreements providing for settlement in more than
seven days or purchase securities which are not readily marketable if,
in the aggregate, more than 15% of the value of its net assets would be
so invested.

13. Sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short;
provided, however, that this restriction shall not prevent a Fund from
entering into short positions in foreign currency, futures contracts,
options, forward contracts, and other financial instruments.

-------------------------------------------------------------------------------
North American - AG Nasdaq 100 Index Fund
-------------------------------------------------------------------------------

Fundamental Investment Restrictions

Subject Policy
-------------------------------------------------------------------------------

Borrowing A fund may not borrow money, except for
temporary or emergency purposes (not for
leveraging or investment) in an amount not
exceeding 33 1/3% of the fund's total assets
(including the amount borrowed) less
liabilities (other than borrowings).
-------------------------------------------------------------------------------

2
<PAGE> 20

Commodities A fund may not purchase or sell physical
commodities unless acquired as a result of
ownership of securities or other
instruments; provided that this limitation
shall not prohibit the fund from purchasing
or selling options and futures contracts or
from investing in securities or other
instruments backed by physical commodities.
-------------------------------------------------------------------------------
Concentration A fund may not concentrate its investments
in securities of issuers in a particular
industry (other than securities issued or
guaranteed by the U.S. government or any of
its agencies or instrumentalities).
-------------------------------------------------------------------------------
Control A fund may not invest for purposes of
exercising control over management.
-------------------------------------------------------------------------------
Lending A fund may not lend any security or
make any other loan if, as a result, more
than 33 1/3% of the fund's total assets
would be lent to other parties, except, (i)
through the purchase of debt securities in
accordance with its investment objective,
policies and limitations or (ii) by
engaging in repurchase agreements with
respect to portfolio securities.
-------------------------------------------------------------------------------
Real Estate A fund may not concentrate or sell real
estate unless acquired as a result of
ownership of securities or other
instruments. This policy shall not prevent
a fund from investing in securities or
other instruments backed by real estate or
securities of companies that deal in real
estate or are engaged in the real estate
business.
-------------------------------------------------------------------------------
Senior Securities A fund may not issue senior securities
except as permitted under the Investment
Company Act.
-------------------------------------------------------------------------------
Underwriting A fund may not act as an underwriter of
securities issued by others, except to the
extent that the fund may be considered an
underwriter within the meaning of the
Securities Act of 1933 in the disposition
of restricted securities.
-------------------------------------------------------------------------------

Non-fundamental Investment Restrictions

Subject Policy
-------------------------------------------------------------------------------
Leveraging A fund may not purchase additional
investment securities at any time during
which outstanding borrowings exceed 5% of
the total assets of the fund.
-------------------------------------------------------------------------------
Liquidity A fund may not purchase any security or
enter into a repurchase agreement if, as a
result, more than 15% of its net assets
would be invested in repurchase agreements
not entitling the holder to payment of
principal and interest within seven days and
in securities that are illiquid by virtue of
legal or contractual restrictions on resale
or the absence of a readily available
market.
-------------------------------------------------------------------------------
Short Sales A fund may not sell securities short,
unless it owns or has the right to obtain
securities equivalent in kind and amount to
the securities sold short, and provided that
transactions in futures contracts and
options are not deemed to constitute selling
securities short.
-------------------------------------------------------------------------------
Margin A fund may not purchase securities on
margin, except that the fund may obtain such
short-term credits as are necessary for the
clearance of transactions, and provided that
margin payments in connection with futures
contracts and options on futures contracts
shall not constitute purchasing securities
on margin.
-------------------------------------------------------------------------------
Futures and Options A fund may enter into futures contracts and
write and buy put and call options relating
to futures contracts. A fund may not,
however, enter into leveraged futures
transactions if it would be possible for the
fund to lose more money than it invested.
-------------------------------------------------------------------------------

3
<PAGE> 21

-------------------------------------------------------------------------------
North American - Putnam Opportunities Fund
-------------------------------------------------------------------------------

Fundamental Restrictions:

(1) Borrow money in excess of 10% of the value (taken at the lower of cost or
current value) of its total assets (not including the amount borrowed) at the
time the borrowing is made, and then only from banks as a temporary measure to
facilitate the meeting of redemption requests (not for leverage) which might
otherwise require the untimely disposition of portfolio investments or for
extraordinary or emergency purposes. Such borrowings will be repaid before any
additional investments are purchased.

(2) Underwrite securities issued by other persons except to the extent that, in
connection with the disposition of its portfolio investments, it may be deemed
to be an underwriter under certain federal securities laws.

(3) Purchase or sell real estate, although it may purchase securities of issuers
which deal in real estate, securities which are secured by interests in real
estate, and securities which represent interests in real estate, and it may
acquire and dispose of real estate or interests in real estate acquired through
the exercise of its rights as a holder of debt obligations secured by real
estate or interests therein.

(4) Purchase or sell commodities or commodity contracts, except that the fund
may purchase and sell financial futures contracts and options.

(5) Make loans, except by purchase of debt obligations in which the fund may
invest consistent with its Investment Restrictions, by entering into repurchase
agreements with respect to not more than 25% of its total assets (taken at
current value) or through the lending of its portfolio securities with respect
to not more than 25% of its total assets (taken at current value).

(6) With respect to 75% of its total assets, invest in securities of any issuer
if, immediately after such investment, more than 5% of the total assets of the
fund (taken at current value) would be invested in the securities of such
issuer; provided that this limitation does not apply to obligations issued or
guaranteed as to interest or principal by the U.S. government or its political
subdivisions.

(7) With respect to 75% of its total assets, acquire more than 10% of the voting
securities of any issuer.

(8) Purchase securities (other than securities of the U.S. government, its
agencies or instrumentalities) if, as a result of such purchase, more than 25%
of the fund's total assets would be invested in any one industry.

(9) Issue any class of securities which is senior to the fund's shares of
beneficial interest.

Non-fundamental investment restrictions:

The Fund may not invest in:

(1) Securities which are not readily marketable;

(2) Securities restricted as to resale (excluding securities determined by the
Trustees of the Trust (or the person designated by the Trustees of the fund to
make such determinations) to be readily marketable); and

(3) Repurchase agreements maturing in more than seven days, if, as a result,
more than 15% of the fund's net assets (taken at current value) would be
invested in such securities.

-------------------------------------------------------------------------------
North American - American Century International Growth Fund
-------------------------------------------------------------------------------

Fundamental Investment Restrictions

Subject Policy
-------------------------------------------------------------------------------
Senior Securities A fund may not issue senior securities
except as permitted under the Investment
Company Act.
-------------------------------------------------------------------------------
Borrowing A fund may not borrow money, except for
temporary or emergency purposes (not for
leveraging or investment) in an amount not
exceeding 33 1/3% of the fund's total assets
(including the amount borrowed) less
liabilities (other than borrowings).
-------------------------------------------------------------------------------

4
<PAGE> 22

Lending A fund may not lend any security or make any
other loan if, as a result, more than
33 1/3% of the fund's total assets would be
lent to other parties, except, (i) through
the purchase of debt securities in
accordance with its investment objective,
policies and limitations or (ii) by engaging
in repurchase agreements with respect to
portfolio securities.
-------------------------------------------------------------------------------
Real Estate A fund may not purchase or sell real
estate unless acquired as a result of
ownership of securities or other
instruments. This policy shall not prevent a
fund from investing in securities or other
instruments backed by real estate or
securities of companies that deal in real
estate or are engaged in the real estate
business.
-------------------------------------------------------------------------------
Concentration A fund may not concentrate its investments
in securities of issuers in a particular
industry (other than securities issued or
guaranteed by the U.S. government or any of
its agencies or instrumentalities).
-------------------------------------------------------------------------------
Underwriting A fund may not act as an underwriter of
securities issued by others, except to the
extent that the fund may be considered an
underwriter within the meaning of the
Securities Act of 1933 in the disposition of
restricted securities.
-------------------------------------------------------------------------------
Commodities A fund may not purchase or sell physical
commodities unless acquired as a result of
ownership of securities or other
instruments; provided that this limitation
shall not prohibit the fund from purchasing
or selling options and futures contracts or
from investing in securities or other
instruments backed by physical commodities.
-------------------------------------------------------------------------------
Control A fund may not invest for purposes of
exercising control over management.
-------------------------------------------------------------------------------

Non-fundamental Investment Restrictions

5
<PAGE> 23

-------------------------------------------------------------------------------
North American - American Century Income & Growth Fund
-------------------------------------------------------------------------------

Fundamental Investment Restrictions

Subject Policy
-------------------------------------------------------------------------------
Senior Securities A fund may not issue senior securities, except
as permitted under the Investment Company Act.
-------------------------------------------------------------------------------
Borrowing A fund may not borrow money, except for
temporary or emergency purposes (not for
leveraging or investment) in an amount not
exceeding 33 1/3% of the fund's total assets
(including the amount borrowed) less liabilities
(other than borrowings).
-------------------------------------------------------------------------------
Lending A fund may not lend any security or make any
other loan if, as a result, more than 33 1/3% of
the fund's total assets would be lent to other
parties, except, (i) through the purchase of
debt securities in accordance with its
investment objective, policies and limitations
or (ii) by engaging in repurchase agreements
with respect to portfolio securities.
-------------------------------------------------------------------------------
Real Estate A fund may not purchase or sell real estate
unless acquired as a result of ownership of
securities or other instruments. This policy
shall not prevent a fund from investing in
securities or other instruments backed by real
estate or securities of companies that deal in
real estate or are engaged in the real estate
business.
-------------------------------------------------------------------------------
Concentration Income & Growth may not concentrate their
investments in securities of issuers in a
particular industry (other than securities
issued or guaranteed by the U.S. government or
any of its agencies or instrumentalities).
-------------------------------------------------------------------------------
Underwriting A fund may not act as an underwriter of
securities issued by others, except to the
extent that the fund may be considered an
underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted
securities.
-------------------------------------------------------------------------------
Commodities A fund may not purchase or sell physical
commodities unless acquired as a result of
ownership of securities or other instruments;
provided that this limitation shall not prohibit
the fund from purchasing or selling options and
futures contracts or from investing in
securities or other instruments backed by
physical commodities.
-------------------------------------------------------------------------------
Control A fund may not invest for purposes of
exercising control over management.
-------------------------------------------------------------------------------

Non-fundamental Investment Restrictions

In addition, the Fund is subject to the following additional investment
restrictions that are not fundamental and may be changed by the Board of
Trustees:

6
<PAGE> 24
AMERICAN GENERAL SERIES PORTFOLIO COMPANY

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS

<TABLE>
<S> <C> <C>
a. (1) Articles of Incorporation(8)
(2) Articles Supplementary to the Articles of Incorporation, effective
April 10, 1990(8)
(3) Articles Supplementary to the Articles of Incorporation, effective
September 28, 1990(8)
(4) Amendment One to the Articles of Incorporation, effective October 1,
1991(8)
(5) Amendment Two to the Articles of Incorporation, effective May 1, 1992(8)
(6) Articles Supplementary to the Articles of Incorporation, effective May
1, 1992(8)
(7) Articles Supplementary to the Articles of Incorporation, effective
January 20, 1994(8)
(8) Articles Supplementary to the Articles of Incorporation, effective
February 4, 1994(8)
(9) Articles Supplementary to the Articles of Incorporation, effective
February 4, 1994(8)
(10) Articles Supplementary to the Articles of Incorporation, effective May
1, 1995(8)
(11) Articles of Amendment to the Articles of Incorporation, effective
October 1, 1997(7)

b. By-Laws as amended and restated October 29, 1991(8)

c. Not Applicable

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)
(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)

</TABLE>
C-1
<PAGE> 25

(3)(a) Investment Sub-Advisory Agreement between VALIC and
T. Rowe Price Associates, Inc.(8)

(b) Amendment No. 1 to Investment Sub-Advisory Agreement between
VALIC and T. Rowe Price Associates, Inc. effective February 2, 1998(8)
(4) Investment Sub-Advisory Agreement between VALIC and Bankers Trust
Company effective June 4, 1999(9)
(5) Investment Sub-Advisory Agreement between VALIC and Wellington
Management Company, LLP
e. Distribution Agreement between Registrant and A.G. Distributors, Inc.
effective May 1, 1999(9)
</TABLE>

<TABLE>
<S> <C> <C>
f. Not Applicable

g. (1)(a) Custodian Contract between Registrant and State Street Bank and
Trust Company(8)

(b) Custodian Fee Schedule between Registrant and State Street Bank and
Trust Company(7)

(d) Custodian Fee Schedule between Registrant and State Street Bank and
Trust Company(7)

(2) Securities Lending Authorization Agreement as Amended between
Registrant and State Street Bank and Trust Company(8)

(3)(a) Canada Sub-Custodial Agreement between State Street Bank and Trust
Company and Canada Trust Company(2)

(b) Sub-Custodial Agreements between State Street Bank and Trust Company
and:(1)
(i) Den Danske Bank -- Copenhagen
(ii) Sumitomo Trust and Banking Co., Ltd. -- Tokyo
(iii) State Street Bank and Trust Company -- London

(c) Additional Sub-Custodial Agreements between State Street Bank and
Trust Company and(3)
(i) Westpac Banking Corporation -- Sydney
(ii) GiroCredit Bank Aktiengesellschaft der Sparkassen -- Vienna
(iii) Generale Bank -- Brussels
(iv) Canada Trustco Mortgage Company -- Toronto
(v) Merita Bank Limited
(vi) Banque Paribas -- Paris
(vii) Standard Chartered Bank -- Hong Kong
(viii) Bank of Ireland -- Dublin
(ix) Standard Chartered Bank Malaysia Berhad
(x) MeesPierson N.V. -- Amsterdam

(xi) ANZ Banking Group (New Zealand) Limited -- Wellington
(xii) Christiania Bank of Kreditkasse -- Oslo
(xiii) The Development Bank of Singapore Ltd. -- Singapore

(xiv) Banco Santander, S.A. -- Madrid

(xv) Skandinaviska Enskilda Banken -- Stockholm

(xvi) Union Bank of Switzerland -- Zurich

(d) Additional Sub-Custodial Agreement between State Street Bank and
Trust Company and Citibank, N.A., Mexico -- Mexico City(4)

(e) Additional Sub-Custodial Agreements between State Street Bank and
Trust Company and(6)
(i) Dresdner Bank AG -- Frankfurt
</TABLE>
C-2
<PAGE> 26
<TABLE>
<S> <C>
(ii) Banque Paribas -- Milan

(iii) The Fuji Bank, Limited -- Tokyo

(iv) The Daiwa Bank, Limited -- Tokyo

(f) Additional Sub-Custodial Agreement between State Street Bank and Trust
Company and Banco Commercial Portugues -- Lisbon(8)

h. (1) Transfer Agency and Service Agreement between Registrant and The
Variable Annuity Life Insurance Company(8)

(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)

i. Not Applicable

j. Not Applicable

k. Not Applicable

l. (1) Subscription Agreement between the Registrant and The Variable Annuity
Life Insurance Company regarding the initial capitalization of Growth
Fund(8)
(2) Subscription Agreement between the Registrant and The Variable Annuity
Life Insurance Company regarding the initial capitalization of Growth &
Income Fund(8)
(3) Subscription Agreement between the Registrant and The Variable Annuity
Life Insurance Company regarding the initial capitalization of Science &
Technology Fund(8)

m. Not Applicable
</TABLE>

n. Not Applicable

o. Code of Ethics

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)

(2) Copies of manually signed powers of attorney for American General
Series Portfolio Company Directors Kent E. Barrett and Alice T.
Kane(9)

---------------

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).

C-3
<PAGE> 27

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.

C-4
<PAGE> 28

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").

<TABLE>
<CAPTION>
NAME COMPANY TITLE
---- ------- -----
<S> <C> <C>
Robert M. Devlin.................. VALIC, AGAIC Director
AG Director, Chairman and Chief Executive
Corporation 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
</TABLE>

C-5
<PAGE> 29

<TABLE>
<CAPTION>
NAME COMPANY TITLE
---- ------- -----
<S> <C> <C>
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 Vice President and Treasurer
AGAIC 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 Vice President and Chief Investment
Officer
AG Executive Vice President and Chief Investment
Corporation 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
Peter V. Tuters................... VALIC, AGAIC Vice President and Investment Officer
AG Senior Vice President -- Investments
Corporation
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
</TABLE>

C-6
<PAGE> 30

<TABLE>
<CAPTION>
NAME COMPANY TITLE
---- ------- -----
<S> <C> <C>
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 Investment Officer
AG Senior Vice President -- Investments
Corporation
W. Lary Mask...................... VALIC, AGAIC Real Estate Investment Officer
and Assistant Secretary
D. Lynne Walters.................. VALIC, AGAIC, Tax Officer
AG Distributors
AG Vice President -- Taxes
Corporation
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
</TABLE>

C-7
<PAGE> 31

<TABLE>
<CAPTION>
NAME COMPANY TITLE
---- ------- -----
<S> <C> <C>
Kathryn T. Smith.................. VALIC, AGAIC Administrative Officer
John M. Stanton................... VALIC, AGAIC Administrative Officer
</TABLE>

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.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH DISTRIBUTOR WITH THE REGISTRANT
------------------ --------------------- ---------------------
<S> <C> <C>
Robert P. Condon..................... Director, Chairman of the --
Board, Chief Executive
Officer and President
Thomas G. Norwood.................... Director, Chief Financial --
Officer and Treasurer
Mary Cavanaugh....................... Director and Secretary --
D. Lynne Walters..................... Tax Officer --
V. Keith Roberts..................... Vice President -- Operations --
Cheryl G. Hemley..................... Assistant Secretary --
Daniel R. Cricks..................... Assistant Tax Officer --
James D. Bonsall..................... Assistant Treasurer --
Steven D. Rubinstein................. Assistant Treasurer --
Marylyn S. Zlotnick.................. Assistant Treasurer --
</TABLE>

C-8
<PAGE> 32

---------------

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

C-9
<PAGE> 33

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 21st day of July, 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.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ALICE T. KANE Chairman of the Board of July 21, 2000
---------------------------- Directors
Alice T. Kane

/s/ GREGORY R. SEWARD Treasurer July 21, 2000
----------------------------
Gregory R. Seward

* Director July 21, 2000
----------------------------
Kent E. Barrett

* Director July 21, 2000
----------------------------
Judith Craven

* Director July 21, 2000
----------------------------
Timothy J. Ebner

* Director July 21, 2000
----------------------------
Gustavo E. Gonzales, Jr.

* Director July 21, 2000
----------------------------
Norman Hackerman

* Director July 21, 2000
----------------------------
John Wm. Lancaster

* Director July 21, 2000
----------------------------
Ben H. Love

* Director July 21, 2000
----------------------------
John E. Maupin, Jr.

* Director July 21, 2000
----------------------------
F. Robert Paulsen

By: /s/ DAVID M. LEAHY
-------------------------
David M. Leahy
Attorney-in-Fact
</TABLE>

<PAGE> 34

Exhibit Index

Code of Ethics