<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
AUGUST 18, 2000
IMPORTANT
REQUEST TO AMERICAN NATIONAL INSURANCE COMPANY
VARIABLE ANNUITY AND VARIABLE LIFE
CONTRACT OWNERS FOR VOTING INSTRUCTIONS
Dear Contract Owner:
A Special Meeting of American National Investment Accounts, Inc. (the
"Fund"), which serves as the funding media for your American National Insurance
Company ("American National") variable annuity or variable life insurance
policy, will be held at the principal executive offices of the Fund, 2450 South
Shore Boulevard, Suite 400, League City, Texas 77573, on September 21, 2000, at
9:00 a.m., Central Time. The purpose of the Special Meeting is to elect a board
of 14 directors, as described in the enclosed Notice of Special Meeting of
Shareholders and Proxy Statement.
AFTER CAREFUL CONSIDERATION, THE BOARD MEMBERS OF YOUR FUND, INCLUDING THE
INDEPENDENT MEMBERS, RECOMMEND THAT YOU VOTE "FOR" ELECTION OF THE 15 NOMINEES
LISTED IN THE ATTACHED PROXY STATEMENT.
Although you are not technically a shareholder of the Fund, at least a
portion of your contract value under your variable annuity or variable life
policy is invested in shares of one or more of the series or "portfolios" of the
Fund through separate accounts established by American National for such
purpose. Since the value of your contract invested in the Fund depends on the
investment performance of the Fund, you have the right to instruct American
National, which is the legal owner of such shares, as to the manner in which the
shares of the Fund attributable to your contract value are to be voted. The
number of votes for which you may give American National instructions as to each
series or "portfolio" of the Fund is equal to the proportional value of the
amount you have allocated to each such series or "portfolio" of the Fund.
Fractional votes are counted. Votes may not be cumulated. Fund shares for which
no instructions are received, including shares owned by American National, will
be voted in the same proportion as those for which instructions are received.
Securities Management and Research, Inc. ("SM&R"), the Fund's investment
advisor, underwriter and administrator, has advised the Fund that it intends to
vote the shares owned by SM&R "FOR" election of the 14 nominees listed in the
attached Proxy Statement.
Enclosed you will find a Notice of Special Meeting of Shareholders, a Proxy
Statement for the Fund and a Proxy Card for each series or "portfolio" of the
Fund in which your contract values were invested on July 31, 2000, the record
date for the Special Meeting of the Fund. The Proxy Statement
<PAGE>
provides background information and explains the matters to be voted on at the
Special Meeting. WE URGE YOU TO READ THE PROXY STATEMENT AND THEN COMPLETE AND
RETURN TO US THE PROXY CARD ON OR BEFORE SEPTEMBER 20, 2000. YOUR VOTE IS
EXTREMELY IMPORTANT AND YOUR PROMPT RESPONSE WILL HELP SAVE THE EXPENSE OF
ADDITIONAL SOLICITATION MAILINGS.
If you have any questions, please call toll free at 1-800-526-8346 and dial
extension 229 to talk to Michele Lord; extension 214 to talk to Cindy Martin; or
extension 225 to talk to Teresa Axelson. Each of such persons will be able to
assist you.
<TABLE>
<S> <C> <C>
Sincerely yours,
AMERICAN NATIONAL INSURANCE
COMPANY
By:
[SIGNATURE]
------------------------
V. E. Soler, Jr.
VICE PRESIDENT,
SECRETARY & TREASURER
</TABLE>
<PAGE>
AMERICAN NATIONAL INVESTMENT
ACCOUNTS, INC.
2450 SOUTH SHORE BOULEVARD, SUITE 400
LEAGUE CITY, TEXAS 77573
(281) 334-2469
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 21, 2000
------------------------
To the Shareholders of
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.:
A Special Meeting (the "Special Meeting") of the Shareholders of American
National Investment Accounts, Inc. (the "Fund") will be held at the principal
executive offices of the Fund and of Securities Management and Research, Inc.,
2450 South Shore Boulevard, Suite 400, League City, Texas 77573. The meeting
will be held on September 21, 2000, at 9:00 a.m. Central Time, for the following
purposes:
(1) To elect a board of fourteen (14) directors.
(2) To act on such other matters as may properly come before the meeting or
any adjournment or adjournments thereof.
Only the shareholders of record at the close of business on July 31, 2000,
are entitled to notice of, and to vote at, the Special Meeting. After the
Special Meeting, the Fund does not presently anticipate holding regular annual
meetings of shareholders except to the extent required by law. A list of the
Fund's
<PAGE>
shareholders is held in the office of the Fund, 2450 South Shore Boulevard,
Suite 400, League City, Texas 77573.
By Order of the Board of Directors
[SIGNATURE]
Teresa E. Axelson
SECRETARY
August 18, 2000
-------------------------------------------------------------------
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING YOU CAN CAST YOUR VOTE BY
COMPLETING THE ENCLOSED PROXY CARD. JUST FOLLOW THE SIMPLE INSTRUCTIONS THAT
APPEAR ON YOUR ENCLOSED PROXY CARD.
PLEASE HELP YOUR FUND AVOID THE EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY.
AT LEAST ONE-THIRD (1/3) OF THE OUTSTANDING SHARES OF THE FUND MUST BE PRESENT
IN PERSON OR BY PROXY AT THE SPECIAL MEETING.
-------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
FOR AMERICAN NATIONAL INVESTMENT
ACCOUNTS, INC.
---------------------
2450 SOUTH SHORE BOULEVARD, SUITE 400
LEAGUE CITY, TEXAS 77573
(281) 334-2469
------------------------
GENERAL INFORMATION
The accompanying proxy is being solicited on behalf of the Board of
Directors of American National Investment Accounts, Inc. (the "Fund") for the
Special Meeting of Shareholders (the "Special Meeting") to be held at 2450 South
Shore Boulevard, Suite 400, League City, Texas 77573, the principal offices of
the Fund, on September 21, 2000, and any adjournment of such meeting.
This Proxy Statement is being furnished to owners of variable annuity
contracts and variable life insurance policies ("Contract Owners") issued by
American National Insurance Company ("American National") who have allocated
value under their variable annuity contract and variable life insurance policy
("Variable Contracts") to separate accounts (the "Separate Accounts") sponsored
by American National which are registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The Separate Accounts invest Contract Owners'
assets in the Fund in accordance with instructions received from Contract
Owners. The Fund is sponsored by American National for use only in conjunction
with Variable Contracts and, therefore, shares of the Fund are not sold directly
to the public. BECAUSE CONTRACT OWNERS ARE INDIRECTLY INVESTED IN THE FUND
THROUGH THEIR INVESTMENT IN THE SEPARATE ACCOUNTS AND HAVE THE RIGHT TO INSTRUCT
AMERICAN NATIONAL HOW TO VOTE SHARES OF THE FUND ON ALL MATTERS REQUIRING A
SHAREHOLDER VOTE, CONTRACT OWNERS SHOULD CONSIDER THEMSELVES SHAREHOLDERS OF THE
FUND FOR PURPOSES OF THIS PROXY STATEMENT. The number of shares for which a
Contract Owner can give voting instructions is determined as explained in the
Variable Contracts, and is the number of units shown on the enclosed Proxy Card.
A proxy may be revoked at any time prior to the voting thereof by written
notice to the Secretary of the Fund at the address shown above, by personal
attendance at the Special Meeting, or by submitting a proxy bearing a later
date. All costs of this solicitation will be paid by Securities Management and
Research, Inc. ("SM&R"), the Fund's underwriter, investment advisor and
1
<PAGE>
administrator, and American National. Neither SM&R nor American National will
seek any reimbursement from the Fund for such costs.
The Fund is a Maryland corporation currently consisting of eight separate
Series: the American National Growth Portfolio (the "Growth Portfolio"), the
American National Equity Income Portfolio (the "Equity Income Portfolio"), the
American National Balanced Portfolio (the "Balanced Portfolio"), the American
National Money Market Portfolio (the "Money Market Portfolio"), the American
National Government Bond Portfolio (the "Government Bond Portfolio"), the
American National Small-Cap/Mid-Cap Portfolio (the "Small-Cap/Mid-Cap
Portfolio"), the American National High Yield Bond Portfolio (the "High Yield
Bond Portfolio"), and the American National International Stock Portfolio (the
"International Stock Portfolio").
July 31, 2000 (the "Record Date") has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the Special
Meeting. The Fund had 65,709,568.829 shares of common stock (the "Common Stock")
outstanding on the record date, consisting of 10,165,660.282 shares of the
Growth Portfolio, 10,664,691.594 shares of the Equity Income Portfolio,
6,233,479.828 shares of the Balanced Portfolio, 6,235,249.230 shares of the
Money Market Portfolio, 5,000,026.120 shares of the Government Bond Portfolio,
2,410,461.775 shares of the Small-Cap/Mid-Cap Portfolio, 20,000,000.000 shares
of the High Yield Bond Portfolio, and 5,000,000.000 shares of the International
Stock Portfolio.
All of such portfolios will vote as one class on the election of directors.
Each share of Common Stock outstanding is entitled to one vote, but votes may
not be cumulated.
This Proxy Statement and accompanying instruction letter were mailed on or
about August 18, 2000 to each Contract Owner who had assets allocated to the
Fund on the Record Date. Each such Contract Owner is invited to attend the
Special Meeting in person and give instructions instead of giving a proxy.
One-third ( 1/3) of the outstanding common shares of the Fund must be
present in person or by proxy to constitute a quorum for the approval of any
matter which properly comes before the Special Meeting. (See "Required Vote" in
the discussion below.) Abstentions and proxies signed and returned by brokers
without voting on a proposal ("Broker Non-Votes") will not be counted for or
against the proposal, but will be counted as votes present for purposes of
determining whether a quorum is present.
If, as the time of the Special Meeting nears, the required number of
Contract Owners have not given American National instructions to vote for
election of the 14 nominees listed below, the officers of the Fund may make
phone calls to certain of the Contract Owners in order to gather enough
favorable instructions for election of such nominees.
2
<PAGE>
American National will vote the shares of the Fund held by the Separate
Accounts in accordance with instructions received from Contract Owners. Shares
for which no instructions have been given and shares directly owned by American
National ("seed money" shares) will be voted in the same proportion as shares
for which American National has received instructions from Contract Owners. SM&R
has advised the Fund that it intends to vote the shares owned directly by it
(all "seed money" shares) "FOR" election of the 14 nominees for director listed
below.
American National and SM&R have contributed seed money to the Fund. As of
the Record Date, American National's and SM&R's direct ownership in the Fund was
as follows:
<TABLE>
<CAPTION>
NUMBER OF PERCENT
TITLE OF CLASS (SERIES) NAME AND ADDRESS OF OWNER SHARES OF CLASS
----------------------- ------------------------- ---------- --------
<S> <C> <C> <C>
Growth Portfolio....... American National 2,701,654 27%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and 138,327 1%
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
Balanced Portfolio..... American National 2,822,353 45%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and 83,363 1%
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
Equity Income
Portfolio............ American National 2,958,484 28%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and 154,203 1%
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT
TITLE OF CLASS (SERIES) NAME AND ADDRESS OF OWNER SHARES OF CLASS
----------------------- ------------------------- ---------- --------
<S> <C> <C> <C>
Money Market
Portfolio............ American National 2,534,309 41%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and 361,860 6%
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
Government Bond
Portfolio............ American National 5,000,000 100%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and -0- -0-
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
Small-Cap /Mid-Cap
Portfolio............ American National 2,000,000 83%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and 400,000 17%
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
High Yield Bond
Portfolio............ American National 20,000,000 100%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and -0- -0-
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF PERCENT
TITLE OF CLASS (SERIES) NAME AND ADDRESS OF OWNER SHARES OF CLASS
----------------------- ------------------------- ---------- --------
<S> <C> <C> <C>
International Stock
Portfolio............ American National 3,500,000 70%
Insurance Company
One Moody Plaza
Galveston, Texas 77550
Securities Management and 1,500,000 30%
Research, Inc.
2450 South Shore
Boulevard, Suite 400
League City, Texas 77573
</TABLE>
SM&R, the investment adviser, manager and underwriter of the Fund, is a
wholly-owned subsidiary of American National. The Moody Foundation (the
"Foundation"), a charitable foundation established for charitable and
educational purposes, owns approximately 23.7% of American National's common
stock and the Libbie S. Moody Trust, a private trust, owns approximately 37.6%
of such shares. The trustees of the Foundation are Robert L. Moody ("RLM"),
Chairman of the Board, President and Chief Executive Officer of American
National, Frances Moody Newman, RLM's mother, and Ross R. Moody, RLM's son.
The Moody National Bank of Galveston (the "Bank") is the trustee of the
Libbie S. Moody Trust. RLM is Chairman of the Board, President and Chief
Executive Officer of the Bank and President and Director of Moody Bancshares,
Inc. ("Bancshares"), the sole shareholder of Moody Bank Holding Company, Inc.
("MBHC"), and President and Director of MBHC, the Bank's controlling
stockholder. The Three R Trusts, trusts established by RLM for the benefit of
his children, own 100% of Bancshares Class B Common Stock (which elects a
majority of Bancshares' directors) and 47.5% of its Class A Common Stock. The
trustee of the Three R Trusts is Irwin M. Herz, Jr., who is also a director of
American National and a partner in Greer, Herz & Adams, L.L.P., 18th Floor, One
Moody Plaza, Galveston, Texas, General Counsel to American National, SM&R, the
Bank, Bancshares, MBHC, and the Fund.
Other than the shares directly owned by American National and SM&R, as shown
above, all shares of the Fund are held by the Separate Accounts.
Except as shown in the chart above, to the knowledge of the Fund, no
shareholder owned of record or beneficially more than 5% of the outstanding
shares of the Fund on the Record Date.
5
<PAGE>
PROPOSAL 1. ELECTION OF DIRECTORS
At this time, your Fund, SM&R Investments, Inc. and three other funds being
advised by SM&R (the "SM&R Equity Funds") make up the SM&R fund complex. Your
Fund and SM&R Investments, Inc. currently have boards of directors consisting of
the same eight (8) persons. The three SM&R Equity Funds currently have boards of
directors consisting of the same seven (7) persons. As indicated above, Mr.
McCroskey serves on all of such boards.
At their board meetings held on August 17, 2000, your Fund's board of
directors and SM&R Investments, Inc.'s board of directors called special
meetings of the Fund's and SM&R Investments, Inc.'s shareholders to elect an
identical proposed slate of 14 nominees for director. The nomination of such 14
nominees was in anticipation of the conversion of the SM&R Equity Funds into new
series of SM&R Investments, Inc. (the "Conversion"). Seven of such nominees now
serve on your Fund's and SM&R Investments, Inc.'s board of directors; one of
such nominees serves on your Fund's and SM&R Investments, Inc.'s board of
directors and on the boards of the three SM&R Equity Funds; and six (6) of such
nominees now serve on the boards of the three SM&R Equity Funds. Michael W.
McCroskey, the President and Chief Executive Officer of SM&R, SM&R
Investments, Inc. and your Fund, is the director serving on all of the boards.
Accordingly, such slate of nominees includes all of the Fund's current board of
directors and all of the SM&R Equity Funds' current board of directors.
The boards of directors of the three SM&R Equity Funds have approved the
Conversion. SM&R Investments, Inc.'s board of directors has also approved such
Conversion. The shareholders of each of the three SM&R Equity Funds must also
approve such Conversion before each such fund will be converted into a series of
SM&R Investments, Inc.
The election of such 14 nominees is not conditioned upon approval of the
Conversion. Accordingly, it is possible that the shareholders of one or more of
the SM&R Equity Funds will not approve the Conversion and such fund or funds
would not be converted into a series of SM&R Investments, Inc. Should that
happen, your Fund would still have a "combined" board -- that is,
notwithstanding that the Conversion did not occur with respect to one or more of
the SM&R Equity Funds, the Fund's board would consist of the persons now serving
as Fund directors and the persons serving on the boards of the three SM&R Equity
Funds.
Although the nomination of such "combined" board is in anticipation of the
proposed Conversion, we believe that having a common board for your Fund and
SM&R Investments, Inc. will benefit the Fund even if the Conversion is not
approved. By serving on the boards of more funds in the complex, your Fund's
directors will have a greater opportunity to obtain more and better familiarity
with the many aspects of fund operations that are complex-wide in
6
<PAGE>
nature. Such service can also give your directors, and particularly the
"independent" directors, greater access to and influence with SM&R than service
on less of the funds in the SM&R funds complex. Having the same persons serve as
directors of both your Fund and SM&R Investments, Inc. should also result in
some reduction in costs, administrative complexities and redundancies.
If elected, the nominees listed below will serve until the next annual or
special meeting of shareholders at which directors are elected and until their
successors are elected and qualified, or until death, retirement, resignation or
removal.
The persons named as proxies intend to vote in favor of the election of the
following listed fourteen (14) nominees as members of the Board of Directors
unless authority to vote for one or more of the nominees is specifically
withheld. If, at the time of the Special Meeting, any of the nominees for
election as a director shall be unable to serve, or are otherwise unavailable
for election, the proxies will be voted for such other persons as shall be
proposed by the Board of Directors. The Board of Directors has no reason to
believe that any of the persons nominated will become unavailable for election,
and all persons nominated have consented to serve as directors.
The information set forth below has been furnished by each of the nominees.
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
(NAME, ADDRESS, AGE, POSITION
AND OFFICES WITH THE FUND, BUSINESS
EXPERIENCE IN LAST FIVE YEARS)
THE FOLLOWING SEVEN (7) NOMINEES ARE CURRENTLY DIRECTORS OF THE FUND AND
SM&R INVESTMENTS, INC.:
ERNEST S. BARRATT Ph.D. (1) (Department of Psychiatry and Behavioral Sciences,
University of Texas Medical Branch, Galveston, Texas 77555-0189)
75, Director of the Fund since 1990; Director of SM&R Investments, Inc., another
investment company in the SM&R complex of funds, since 1997; Marie B. Gale
Professor in Psychiatry, Professor and Chief of Psychodiagnostic service and
Cognitive Neuroscopic Laboratory, Department of Psychiatry and Behavioral
Sciences, University of Texas Medical Branch, a medical school and hospital
system, since 1962.
LEA MCLEOD MATTHEWS *(2) (#8 Kern Ramble, Austin, Texas 78722)
38, Director of the Fund and SM&R Investments, Inc., another investment company
in the SM&R complex of funds, since 1994; Tivoli Systems, Inc., software and
communications company, since April 2000; Communications Consultant, Texas
Association of School Boards, 1999 to 2000, Publications Editor, National
Western Life Insurance Co., 1990 to 1999; Director of
7
<PAGE>
Garden State Life Insurance Company, 1993 to present; Director of Kids Exchange
of Austin, a non-profit corporation, 1996 to 1998; Consultant to Austin Writers
League.
ANN MCLEOD MOODY *(2) (5 Colony Park Drive, Galveston, Texas 77551)
63, Director of the Fund and SM&R Investments, Inc., another investment company
in the SM&R complex of funds, since 1997; Director of Moody Gardens, Inc.,
non-profit corporation, since 1994; Director of The Westcap Corporation,
formerly a government bond trader, 1990 to January 14, 1999; Director of Bank of
Galveston, 1983 to 1988; Director and Corporate Secretary of Seal Fleet, Inc.,
formerly offshore service company, 1972 to 1996; Director of Gal-Tex Hotel
Corporation, hotel management company, since 1998.
EDWIN K. NOLAN (1) (1271 Jonas Drive, Canyon Lake, Texas 78133)
56, Director of the Fund, since 1997; Director of SM&R Investments, Inc.,
another investment company in the SM&R complex of funds, since 1991; Investor
and Attorney, Law Offices, Edwin K. Nolan, P. C., Canyon Lake, Texas since 1977;
Director and Owner of Canyon Lake Aviation, Inc., a real estate company, since
1986; Director of Hancock Mini Mart, Inc. since 1995.
ROBERT V. SHATTUCK, JR. (1018 23rd Street, Galveston, Texas 77550)
58, Director of the Fund and SM&R Investments, Inc., another investment company
in the SM&R complex of funds, since 1997; Attorney, Law Offices of Robert V.
Shattuck, Jr., Galveston, Texas, since 1986.
JAMIE G. WILLIAMS (3328 Stanford, Dallas, Texas 75225)
54, Director of the Fund and SM&R Investments, Inc., another investment company
in the SM&R complex of funds, since 1997; Academic Language Therapist and
Educational Consultant 1974 to present; Director Center for Computer Assistance
to the Disabled, since April 2000; Director of The Learning Therapist Graduate
Certificate Program, 1986 to 1995; Adult Assessment Clinic and Adolescent
Academic Development Programs, Division of Evening, Summer and Continuing
Studies, Southern Methodist University, 1994 to 1995; Adjunct Instructor in
Department of Psychology, Dedman College, Southern Methodist University, 1988 to
1995.
FRANK P. WILLIAMSON (301 Barracuda, Galveston, Texas 77550)
68, Director of the Fund and SM&R Investments, Inc., another investment company
in the SM&R complex of funds, since 1997; Retired, Owner of Professional
Pharmacy, 1964 to 1998.
THE FOLLOWING SIX (6) NOMINEES ARE CURRENTLY DIRECTORS OF THE SM&R EQUITY
FUNDS:
RALPH S. CLIFFORD (3) (4800 Sixth Avenue Drive, Moline, Illinois 61265)
84, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1972; Retired Attorney, Clifford, Clifford & Olson;
8
<PAGE>
Retired Director of Henry County Bank; Retired Director of Illini Beef
Packers, Inc.; Retired Director of Industrial Relations of Deere & Company,
tractor and implement manufacturing company.
PAUL D. CUMMINGS (3) (3102 Belaire Drive, Oklahoma City, Oklahoma 73110)
85, Director of SM&R Growth Fund, Inc. and SM&R Equity Income Fund, Inc., other
investment companies in the SM&R complex of funds, since 1969; Director of SM&R
Balanced Fund, Inc., another investment company in the SM&R complex of funds,
since 1971; Retired President and Director of Globe Life and Accident Insurance
Company.
JACK T. CURRIE (515 Post Oak Boulevard, Suite 750, Houston, Texas 77027)
72, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1971; Personal Investments; Director of American Indemnity Financial
Corporation, holding company for casualty insurance company, 1978 to 1999;
Director of Stewart & Stevenson Services, Inc., 1990 to 1999, designs and
constructs power generating systems.
IRA W. PAINTON, C.L.U. (3) (12004 Dahoon, Oklahoma City, Oklahoma 73120)
82, Director of SM&R Growth Fund, Inc., another investment company in the SM&R
complex of funds, since 1967 and Chairman of the Board since 1989; Director of
the SM&R Equity Income Fund, Inc., another investment company in the SM&R
complex of funds, since 1969, and Chairman of the Board, since 1989; and
Director of SM&R Balanced Fund, Inc., another investment company in the SM&R
complex of funds, since 1978 and Chairman of the Board since 1989; Retired
President of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc.; Retired President and Director of SM&R.
DONALD P. STEVENS (University of Texas Medical Branch, Box 25041, Galveston,
Texas 77555)
53, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1985; Assistant to the President for Government Relations of The
University of Texas Medical Branch, a medical school and hospital system, since
1975; Vice President of Jamail Galveston Foundation, since 1993.
STEVEN H. STUBBS, C.F.A. (514 Poplar Avenue, Philadelphia, Mississippi 39350)
61, Director of SM&R Growth Fund, Inc., SM&R Equity Income Fund, Inc., and SM&R
Balanced Fund, Inc., other investment companies in the SM&R complex of funds,
since 1989; Former Director, President and Chief Executive Officer of The
Westcap Corporation, formerly a government bond trader, 1994 to 1995; Former
President and Chief Executive Officer of SM&R 1987 to
9
<PAGE>
1994; Former President and Chief Executive Officer of the Fund; SM&R Growth
Fund, Inc., SM&R Equity Income Fund, Inc.; SM&R Balanced Fund, Inc., and SM&R
Investments, Inc.; President and Director of Dancing Rabbit Press, Inc., private
book publishing company, since 1999; Director of Neshoba County Philadelphia
Historical Museum, Inc., non-profit museum, since 1999.
THE FOLLOWING NOMINEE IS CURRENTLY A DIRECTOR OF THE FUND, SM&R
INVESTMENTS, INC. AND THE SM&R EQUITY FUNDS:
MICHAEL W. MCCROSKEY * (2450 South Shore Boulevard, Suite 400, League City,
Texas 77573)
57, President, Chief Executive Officer and Director of the Fund and SM&R
Investments, Inc., since 1994; President and Director of SM&R Growth Fund, Inc.,
SM&R Equity Income Fund, Inc., and SM&R Balanced Fund, Inc., other investment
companies in the SM&R complex of funds, since 1994; President, Chief Executive
Officer, Director and member of the Executive Committee of SM&R, since 1994;
Executive Vice President of American National Insurance Company; Vice President
of Standard Life and Accident Insurance Company; Vice President, Investments of
American National Property and Casualty Company; Vice President, Investments of
American National General Insurance Company; Assistant Secretary of American
National Life Insurance Company of Texas; Vice President of Investments for
Garden State Life Insurance Company; Vice President, Pacific Property and
Casualty, life, health and accident subsidiaries of American National; President
and Director of ANREM Corporation, real estate investment; President and
Director, ANTAC, Inc., real estate investment; Director, Comprehensive
Investment Services, Inc., investments.
* "Interested Persons" as defined in the Investment Company Act of 1940. As
indicated under the business experience section of the above table,
Mr. McCroskey is President and Chief Executive Officer and a director of SM&R.
Ms. Matthews and Mrs. Moody are members of the immediate family of Robert L.
Moody. See "Stock Ownership of Certain Beneficial Owners and Officers and
Directors" below.
(1) Member of Audit Committee
(2) Ms. Matthews is the daughter of Mrs. Ann Moody, a nominee for Director
(3) Mr. Clifford, Mr. Cummings and Mr. Painton have advised the Fund that,
because of their advancing age, they had planned to retire from the Boards
of the SM&R Equity Funds effective December 31, 2000. They further advised
the Fund that, if elected to the Board of the Fund, they would also resign
from that Board at such same time. If Mr. Clifford, Mr. Cummings and
Mr. Painton are elected and then resign, the Board's current intent would be
not to replace such directors and to reduce the number of the Fund's
directors from fourteen (14) to eleven (11).
10
<PAGE>
ORGANIZATION OF THE BOARD
The Board of Directors of the Fund maintains an Audit Committee. The Audit
Committee is responsible for making recommendations to the Board of Directors as
to the selection and appointment of and compensation to the Fund's independent
auditors, to review the scope and results of audits made by such independent
auditors, to make recommendations to the Board as to the scope of future audits,
to inquire into, review and make recommendations with respect to the adequacy of
the Fund's accounting and financial controls, and to otherwise assure effective
communication between such auditors and the Board of Directors as a whole.
Ernest S. Barratt and Edwin K. Nolan are the present members of the Audit
Committee. One (1) meeting of the Audit Committee was held during the fiscal
year ended December 31, 1999.
The Fund held four (4) meetings of its Board of Directors during the fiscal
year ended December 31, 1999.
EXECUTIVE OFFICERS OF THE FUND
The following information is given with respect to each of the Fund's
executive officers and portfolio managers who are not directors:
TERESA E. AXELSON (2450 South Shore Boulevard, Suite 400, League City, Texas
77573)
52, Vice President and Secretary of the Fund; Vice President and Secretary of
SM&R, SM&R Investments, Inc., SM&R Equity Income Fund, Inc., SM&R Balanced
Fund, Inc. and SM&R Growth Fund, Inc.
BRENDA T. KOELEMAY (2450 South Shore Boulevard, Suite 400, League City, Texas
77573)
45, Vice President and Treasurer of the Fund; Vice President and Treasurer of
SM&R; Vice President and Treasurer of SM&R Equity Income Fund, Inc., SM&R
Balanced Fund, Inc., SM&R Growth Fund, Inc. and SM&R Investments, Inc.;
Treasurer and Director of Comprehensive Investment Services, Inc.; formerly
Senior Manager, KPMG Peat Marwick.
MICHAEL W. MCCROSKEY (2450 South Shore Boulevard, Suite 400, League City, Texas
77573)
See "Information Concerning Nominees for Directors" above.
EMERSON V. UNGER, C.L.U. (2450 South Shore Boulevard, Suite 400, League City,
Texas 77573)
54, Vice President of the Fund; Vice President of SM&R; Vice President of SM&R
Equity Income Fund, Inc., SM&R Balanced Fund, Inc., SM&R Growth Fund, Inc. and
SM&R Investments, Inc.
As of the Record Date, none of the Fund's directors and nominees for
director owned any shares of the Fund.
11
<PAGE>
REMUNERATION OF OFFICERS AND DIRECTORS OF THE FUND
The directors who are "Interested Persons" and the officers of the Fund
receive remuneration, directors' fees and expense reimbursements only from SM&R
and not from the Fund. Directors who are not "Interested Persons" of the Fund
are paid directors' fees by and receive expense reimbursements from the Fund.
(See the footnote under "Information Concerning Nominees for Directors" above
for a definition of "Interested Persons".)
All of the directors except Mr. McCroskey (who, as an employee of SM&R, is
not paid a fee for serving on the boards of funds in the SM&R fund complex) are
paid a $500 per meeting fee for attendance at Board Meetings, a $2,000 annual
retainer fee and reimbursement of travel expenses. The annual retainer fee and
the travel expenses paid by the Fund are allocated between the series of the
Fund. The following nominees for director of the Fund received the following
compensation FROM THE FUND for the fiscal year ended December 31, 1999:
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND AND
NAME OF PERSON, POSITION FROM FUND FUND COMPLEX
------------------------ ------------ -------------
<S> <C> <C>
ERNEST S. BARRATT (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
RALPH S. CLIFFORD (3)
DIRECTOR $ -0- $10,000.00
PAUL D. CUMMINGS (3)
DIRECTOR $ -0- $10,000.00
JACK T. CURRIE (3)
DIRECTOR $ -0- $10,000.00
MICHAEL W. MCCROSKEY *(1)(2)(4)
DIRECTOR $ -0- $ -0-
ALLAN W. MATTHEWS *(5)
DIRECTOR $ -0- $ -0-
LEA MCLEOD MATTHEWS *(1)
DIRECTOR $ -0- $ -0-
ANN MCLEOD MOODY *(1)
DIRECTOR $ -0- $ -0-
EDWIN K. NOLAN (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
IRA W. PAINTON (3)
DIRECTOR $ -0- $14,000.00
ROBERT V. SHATTUCK, JR. (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
DONALD P. STEVENS (3)
DIRECTOR $ -0- $10,000.00
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND AND
NAME OF PERSON, POSITION FROM FUND FUND COMPLEX
------------------------ ------------ -------------
<S> <C> <C>
STEVEN H. STUBBS (3)
DIRECTOR $ -0- $10,000.00
JAMIE G. WILLIAMS (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
FRANK P. WILLIAMSON (1)(2)
DIRECTOR $4,000.00 $ 8,000.00
</TABLE>
* "Interested Persons" as defined in the Investment Company Act of 1940.
(1) Currently Director of the Fund.
(2) Also serves as a director of SM&R Investments, Inc., another fund in the
SM&R complex of funds.
(3) Received compensation from SM&R Growth Fund, Inc., SM&R Equity Income
Fund, Inc. and SM&R Balanced Fund, Inc., other funds in the SM&R complex of
funds.
(4) Also serves as a director of SM&R Investments, Inc., SM&R Growth
Fund, Inc., SM&R Equity Income Fund, Inc. and SM&R Balanced Fund, Inc.,
other funds in the SM&R complex of funds.
(5) Resigned as a director of the Fund and American National Investment
Accounts, Inc. effective August 17, 2000; Mr. Matthews is not a nominee for
election.
REQUIRED VOTE
Election of each nominee as a Director requires the affirmative vote of a
plurality of the shares present (in person or by proxy) at a meeting at which a
quorum is present, with all classes of all portfolios voting as a single class.
Cumulative voting is not permitted.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING SLATE OF
NOMINEES AS DIRECTORS: ERNEST S. BARRATT, PH.D., RALPH S. CLIFFORD, PAUL D.
CUMMINGS, JACK T. CURRIE, LEA MCLEOD MATTHEWS, MICHAEL W. MCCROSKEY, ANN MCLEOD
MOODY, EDWIN K. NOLAN, IRA W. PAINTON, ROBERT V. SHATTUCK, JR., DONALD P.
STEVENS, STEVEN H. STUBBS, JAMIE G. WILLIAMS AND FRANK P. WILLIAMSON.
SHAREHOLDER PROPOSALS
As a general matter, the Fund does not hold annual meetings of shareholders,
and, therefore, the anticipated date of the next special meeting of shareholders
of the Fund cannot be provided. Any shareholder proposal that properly may be
included in proxy solicitation materials for a special meeting
13
<PAGE>
of shareholders must be received by the Fund a reasonable time prior to the date
voting instructions or proxy materials are mailed to shareholders. Any such
proposals must comply with the requirements of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934.
AUDITORS
Tait, Weller & Baker ("TWB"), 8 Penn Center, Philadelphia, PA 19103, served
as the Fund's independent auditors for the year ending December 31, 1999 and
will also serve as the Fund's independent auditors for the current fiscal year.
Representatives of TWB are not expected to be present at the Special
Shareholders' Meeting.
ANNUAL REPORT
The financial statements of the Fund, as contained in the Annual Report,
should be read in conjunction with this Proxy Statement. A copy of the Annual
Report of the Fund for the fiscal year ended December 31, 1999, including
financial statements, was mailed to shareholders in March, 2000. The Fund will
furnish, without charge, a copy of the Annual Report and the Semi-Annual Report
for the period ended June 30, 2000, to a shareholder upon request. Any such
request should be made to Michele Lord, Assistant Secretary of the Fund, at P.
O. Box 58969, Houston, Texas 77258-8969 or 1-800-526-8346, extension 229.
OTHER BUSINESS
Management knows of no other business which will be presented for
consideration at the meeting other than as stated above. If any other business
shall properly come before the meeting, the enclosed Proxy authorizes the
persons named therein to vote on any such other business in accordance with
their best judgement.
All shares represented by proxies received by management, not revoked, will
be voted at the meeting or at any adjournment thereof. Accordingly, we hope that
you will be able to attend the meeting, but if not, we ask that you promptly
mark, sign and mail the enclosed Proxy in the enclosed envelope.
By Order of the Board of Directors
[SIGNATURE]
Teresa E. Axelson
SECRETARY
14
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL BALANCED PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL EQUITY INCOME PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL GOVERNMENT BOND PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL GROWTH PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor,administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL HIGH YIELD BOND PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL INTERNATIONAL STOCK PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
(AMERICAN NATIONAL MONEY MARKET PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
<PAGE>
VOTING PROXY
AMERICAN NATIONAL INVESTMENTS, INC.
(AMERICAN NATIONAL SMALL-CAP/MID-CAP PORTFOLIO)
PROXY FOR SPECIAL SHAREHOLDER'S MEETING
September 21, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Edwin K. Nolan and Michael W. McCroskey and each
or any of them, as proxies with power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side, all
the shares of the American National Investment Accounts, Inc., for the above
referenced Portfolio, that the undersigned is entitled to vote at the special
meeting of shareholders to be held in League City, Texas, on Thursday, September
21, 2000, and at any postponement or adjournment thereof on each of the
Proposals contained in the Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes by
each Proposal presented. You need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. If you sign this form
without checking a box with respect to any proposal listed, the timely return of
this Proxy Voting Ballot will be deemed an instruction to vote in favor of the
proposals. The named proxies cannot vote your shares unless you sign and return
this Proxy Voting Ballot in the envelope provided. In their discretion, the
named proxies will vote on such other business as is properly brought before the
meeting and any adjournment or adjournments thereof.
I hereby revoke any and all proxies with
respect to shares of the Portfolio
heretofore given by me. I acknowledge
receipt of the proxy statement dated August
18, 2000. THIS PROXY VOTING BALLOT MAY BE
REVOKED AT ANY TIME PRIOR TO THE MEETING BY
NOTIFYING THE SECRETARY OF THE FUND IN
WRITING. Date______________, 2000
-------------------------------------------
Signature(s) (Title(s), if applicable)
Note: Please sign exactly as your name or
names appear on the Proxy Voting Ballot.
When signing as a fiduciary (i.e. attorney,
executor, administrator, trustee, or
guardian), give the full title as to the
capacity in which you are signing.
<PAGE>
VOTE ON PROPOSALS ( The Board of Directors recommends a vote FOR the election of
all nominees for directors.
1. ELECTION OF DIRECTORS:
/ / FOR ALL NOMINEES listed below / / WITHHOLD ALL NOMINEES listed below
/ / WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE - Place an "X" in the
box to the left and strike a line through the nominee's name in the list below.
(1) Ernest S. Barratt (7) Ann McLeod Moody (13) Jamie G. Williams
(2) Ralph S. Clifford (8) Edwin K. Nolan (14) Frank P. Williamson
(3) Paul D. Cummings (9) Ira W. Painton
(4) Jack T. Currie (10) Robert V. Shattuck, Jr.
(5) Lea McLeod Matthews (11) Donald P. Stevens
(6) Michael W. McCroskey (12) Steven H. Stubbs
2. To act on such other matters as may properly come before the meeting or any
adjournment thereof.
