PRE 14C 1 coreequityinfostmt.htm VALIC COMPANY I SCHEDULE 14A INFORMATION

SCHEDULE 14C

(RULE 14C - 101)

 

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

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Preliminary Information Statement

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Definitive Information Statement

 

 

VALIC Company I

(formerly known as North American Funds Variable Product Series I)

(Name of Registrant as Specified in Its Charter)

 

 

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VALIC Company I

(previously known as North American Funds Variable Product Series I)

 

 

 

 

February 19, 2002

Dear Participant:

Thank you for choosing to invest with us. As you know from the recent proxy statement(s) mailed to you, American General Corporation and its subsidiaries, including The Variable Annuity Life Insurance Company ("VALIC" or the "Adviser"), the adviser to VALIC Company I, were acquired by American International Group, Inc.("AIG") on August 29, 2001. This acquisition automatically terminated the investment advisory and sub-advisory agreements for the VALIC Company I Funds (the "Funds" and each a "Fund"), causing VALIC to begin a thorough review of Fund offerings and sub-advisers. Further, due to new federal laws concerning mutual fund names, VALIC reviewed each Fund's investment objective and strategy to ensure compliance with the new federal laws.

As a result of this review, VALIC recommended, and the VALIC Company I Board of Directors approved, a portfolio sub-adviser addition for the Core Equity Fund, formerly known as North American Core Equity Fund. Effective January 1, 2002, WM Advisors, Inc. has been added as a sub-adviser for the Core Equity Fund. Wellington Management Company, LLP has been the sub-adviser for the Core Equity Fund since September 1, 1999, and will continue to serve as sub-adviser to the Core Equity Fund. Each sub-adviser will manage approximately 50% of the Core Equity Fund's assets. We are sending this Information Statement to you because our records show the Core Equity Fund as one of your variable annuity investment options as of January 2, 2002.

Please feel free to call us at 1-800-448-2542 should you have any questions on the enclosed Information Statement. We thank you for your continued support and investments.

Sincerely,

/s/ Robert P. Condon

Robert P. Condon

President

VALIC Company I

Information Statement

VALIC Company I

(previously known as North American Funds Variable Product Series I)

CORE EQUITY Fund

2929 Allen Parkway

Houston, Texas 77019

Introduction

This Information Statement relates to the sub-adviser (portfolio manager) for the Core Equity Fund, formerly known as North American Core Equity Fund (the "Fund") of VALIC Company I ("VC I"). The sub-adviser from September 1, 1999, to the present is Wellington Management Company, LLP ("Wellington"). The Fund's sub-adviser was T. Rowe Price Associates, Inc. ("T. Rowe") from the Fund's inception on September 21, 1998, through September 1, 1999. As a result of the acquisition of American General Corporation ("American General") and its subsidiaries, including The Variable Annuity Life Insurance Company ("VALIC" or the "Adviser"), the adviser to VC I, by American International Group, Inc. ("AIG") on August 29, 2001 VALIC reviewed the Fund's relationship with the sub-adviser.

Based on its review, VALIC recommended to the Fund's Board of Directors (the "Board") that WM Advisors, Inc. ("WM") should become an additional sub-adviser for the Fund. This sub-advisory addition was approved by the Board on October 23, 2001. The Board also approved a new Investment Sub-Advisory Agreement (the "WM Sub-Advisory Agreement") for the Fund, between VALIC and WM. The WM Sub-Advisory Agreement is the same in all material respects to the Wellington Investment Sub-Advisory Agreement (the "Wellington Sub-Advisory Agreement") dated August 29, 2001, in effect between VALIC and Wellington, except for the sub-adviser, effective date, and term. Each sub-adviser will manage approximately 50% of the Fund's assets according to the Fund's investment objective and restrictions.

The Fund has received an exemptive order from the Securities and Exchange Commission ("SEC") which allows VALIC, subject to certain conditions, to select new sub-advisers or replace existing sub-advisers without obtaining shareholder approval of the change. The Board, including a majority of those Directors who are not parties to a sub-advisory agreement or interested persons of any such party ("Independent Directors"), as defined by the Investment Company Act of 1940, as amended, (the "1940 Act"), must first approve each sub-advisory agreement. This allows VALIC to act more quickly to change sub-advisers when it determines that a change is beneficial to shareholders. Within 90 days of such a change, the Fund will provide information to shareholders about the new sub-adviser and its agreement. This information statement is being provided to you to satisfy this requirement. This statement is being mailed on or about February 19, 2002 to all participants in annuity contracts ("Contract") who chose the Fund as a variable investment option prior to January 2, 2002 (the "Record Date").

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The Adviser and its Responsibilities

VALIC is an investment adviser registered with the SEC. VALIC is located at 2929 Allen Parkway, Houston, Texas 77019. It is engaged in the business of rendering investment advisory and management services to various investment companies. VC I has contracted with VALIC to furnish these services to the Fund and is paid an annual management fee, based on the Fund's average daily net assets. Accordingly, VALIC provides ongoing management supervision ,and policy direction., and legal services to the Fund. Legal services include the preparation of registration statements, prospectuses, reports to shareholders, proxy solicitation materials, fund compliance services and recordkeeping

At its own expense, VALIC may designate a sub-adviser to manage the investments of the Fund. The sub-adviser Makes investment decisions for the Fund according to the Fund's investment objective and restrictions. Subject to the oversight of the VALIC, directionthe sub-adviser evaluates pertinent economic, statistical, financial and other data in order to determine the optimal portfolio holdings to meet the Fund objectives and performance benchmark.

As the Adviser to the Fund, VALIC monitors each sub-adviser and compares Fund performance with relevant market indices and peer groups. VALIC watches for corporate actions and examines each sub-adviser's compliance with VALIC and fund policies. VALIC regularly provides written reports to the Board describing the results of its evaluation and oversight functions. In addition, VALIC looks to develop stronger relationships with fewer investment firms that can ultimately benefit all the fund shareholders through greater marketing and service support. As a result of this extensive evaluation, VALIC recommended that the Board appoint WM as an additional sub-adviser to the Fund. WM supplied its information about its sub-advisory team and its investment philosophy to the Board for review, along with other important documentation.

The Sub-Advisory Agreements

As noted above, the Wellington and WM Sub-Advisory Agreements are the same in all material respects. WM and Wellington are hereinafter referred to as the "Sub-Advisers". In each agreement, the Sub-Adviser agrees to provide an investment program for the Fund and is responsible for the investment and reinvestment of the Fund's assets. The Sub-Advisers have broad latitude in selecting securities for the Fund, subject to VALIC's oversight. The Sub-Adviser may place trades through brokers of their choosing and will take into consideration the quality of the brokers' services and execution, as well as services such as research and providing equipment or paying any Fund expenses, in setting the amount of commissions paid to a broker. For these services, VALIC pays a sub-advisory fee to each Sub-Adviser, based on the average daily net assets of the Fund, consisting of a monthly fee computed at the following annual rates:

.325% on first $50 million

.250% on next $450 million

.200% on next $1 billion

.180% over $1.5 billion

For the fiscal year ended May 31, 2001, VALIC paid Wellington $1,391,010 in sub-advisory fees. The sub-advisory fee rates are identical under the Wellington and WM Sub-Advisory Agreements.

Both Sub-Advisory Agreements provide that the Sub-Advisers shall not be subject to liability to VALIC, the Fund, or to any shareholder of the Fund for any act or omission in rendering services under the Sub-Advisory Agreements, or for any losses sustained in the purchase, holding, or sale of any portfolio security, as long as there has been no willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Advisers' obligations or duties. Each Sub-Advisory Agreement provides for automatic termination unless at least annually, its continuance is approved by (i) the Board or the affirmative vote of the holders of a majority of the outstanding shares of the Fund, and (ii) the Independent Directors. Each Sub-Advisory Agreement terminates automatically upon its assignment and is terminable at any time, without penalty, by the Board, VALIC, or the holders of a majority of the outstanding shares of the Fund, upon 30 to 60 days written notice. If you would like a copy of the WM Sub-Advisory Agreement, please write to Nori L. Gabert, Esq., Vice President and Secretary of VALIC Company I, American General, 2929 Allen Parkway, Houston, Texas 77019.

Effective and Termination Dates: The Wellington Sub-Advisory Agreement was executed on August 29, 2001, pursuant to initial shareholder approvalupon the acquisition of American General by AIG. The Wellington Sub-Advisory Agreement had an initial two-year term, subject to annual review thereafter. The WM Sub-Advisory Agreement was unanimously approved by the Board, including a majority of the Independent Directors, on October 23, 2001. The effective date was January 1, 2002. Both the Wellington and WM Sub-Advisory Agreements will be reviewed again in 2003.

Board Considerations

In connection with its review and approval of the WM Sub-Advisory Agreement, the Board reviewed materials furnished regarding WM and its sub-advisory responsibilities, including information on the investment fees and performance of the Fund and a comparative peer group. The Board also received sales and redemption data and VALIC's general economic outlook. The Board reviewed information regarding the investment processes of WM and considered the historical performance it achieved in connection with similar funds. The Board reviewed the duties of the Sub-Adviser, including the formulation and implementation of investment programs, the evaluation of Fund investments, and the use of soft dollars and directed brokerage (see below), and relationship management. The Board was also informed about the resources devoted to compliance management and the non-investment management services provided. Additionally, the Board was provided information that there was a potential to enhance both investment performance and marketability by utilizing multiple Sub-Advisers. The Board determined that the sub-advisory fees are fair and reasonable in light of the services to be provided and concluded that approving the WM Sub-Advisory Agreement is in the best interests of the Fund and its shareholders. In reviewing the proposed addition of a Sub-Adviser, the Board considered these factors, among others, as discussed below. Pursuant to changes in federal law, effective approximately March 15, 2002, the Fund's investment strategy will be changed to increase investments in common stocks and related securities from 75% of total assets to 80% of net assets.

In connection with its approval of the WM Sub-Advisory Agreement, the Board considered that the recommendation did not involve any material changes in the overall form of the sub-advisory agreement, and observed that the fees remained the same. As part of their deliberations, the Board took into account the following, among other factors: the nature and quality of the services provided or reasonably anticipated to be provided and the results achieved or reasonably anticipated to be achieved by WM; the amount and structure of investment sub-advisers' fees generally and the fees payable under the WM Sub-Advisory Agreement; the management, personnel and operations of WM; and the commitment of WM to the financial services industry.

The Board also considered that the terms of the WM Sub-Advisory Agreement are the same in all material respects as those of the Wellington Sub-Advisory Agreement. Under the approved sub-advisory structure, Wellington and WM will each manage approximately 50% of the assets of the Fund. The Board, including all of the Independent Directors, determined that the terms of the WM Sub-Advisory Agreement are fair and reasonable and that the approval of the WM Sub-Advisory Agreement is necessary and in the best interests of the Fund, on behalf of its shareholders, to ensure the continued receipt of the same quality of services as is currently provided.

Information about WM

WM has been in the business of investment management since 1944. It is an indirect wholly-owned subsidiary of Washington Mutual, Inc., a publicly owned financial services company. As of December 31, 2001, WM Advisors, Inc. had $11.6 billion in assets under management.

WM is not affiliated with VALIC. No Director of VC I has owned any securities, or has had any material interest in, or a material interest in a material transaction with WM or its affiliates since the beginning of the Fund's most recent fiscal year.

The following chart lists the principal executive officer and directors of WM and their principal occupations, if different from their positions with WM. The business address of each person is 1201 Third Street, Seattle, Washington 98101.

Name

Position with WM and Principal Occupation

Monte D. Calvin

First Vice President and Director

Joel Calvo

Chairman

Sandra A. Cavanaugh

Senior Vice President and Director

Craig S. Davis

Director

Sharon L. Howells

First Vice President, Director and Corporate Secretary

William G. Papesh

President and Director

Randall L. Yoakum

Senior Vice President and Chief Investment Officer

WM is the investment adviser for other mutual funds. Some which have an investment objectives that are similar to the Fund. The name of each such fund, together with information concerning the fund's assets, the annual fees paid and the waiver or reimbursement percentage (as a percentage of average net assets) to WM for its services, are set forth below.

Fund Name

Assets as of 12/31/01

Fee Rate*

WM Trust I, Growth & Income Fund

$1,634,761,674

.625% on first $250 million

.500% over $1 billion

WM Variable Trust, Growth & Income Fund

$31,037,669

.800% on first $100 million

.750% on next $100 million

.700% on next $200 million

.650% on next $100 million

.575% over $500 million

____________________________

* No advisory fees have been waived or reimbursed.

 

Brokerage Selection Practices

VALIC has provided the following information to the Board about the Fund's brokerage selection practices, including soft dollars, directed brokerage, and transactions with affiliated brokers. These are important practices which are subject to extensive regulation under the federal securities laws. VALIC reviewed these practices and evaluated any conflicts of interest inherent in the Sub-Adviser's policies and practices. Soft dollars: The term "soft dollars" is often used to describe that part of the basic trade commission which exceeds the lowest rate available from other broker-dealers and which is used by the adviser to obtain research and other services from broker-dealers. Soft dollars have not been used to offset expenses of the Fund. Directed brokerage: A directed brokerage agreement includes those arrangements under which products or services (other than execution of securities transactions), expense reimbursements, or commissions are recaptured for a client from or through a broker-dealer, in exchange for directing the client's brokerage transactions to that broker-dealer. The Board has determined that a directed brokerage arrangement with State Street Brokerage, Lynch Jones and Ryan, and/or any other comparable broker-dealer is in the best interest of each Fund and its shareholders and therefore has conveyed the information to the Sub-Advisers. The Fund may participate in directed brokerage arrangements, provided the portfolio manager can still obtain the best price and execution for trades. Directed brokerage arrangements are generally subject to a maximum of 20% of a Fund's eligible commissions. Thus, the Fund may benefit from the products, services or recaptured commissions obtained through the directed brokerage arrangement, although there may be other transaction costs, greater spreads, or less favorable net prices on transactions. As long as the trader executing the transaction for the Fund indicates that this is a directed brokerage transaction, the Fund will get a percentage of commissions paid on either domestic trades or international trades credited back to the Fund. These credits are in hard dollars and could be used to offset the Fund's custody expenses or to pay other Fund expenses (excluding expenses payable to affiliates). By entering into a brokerage/service arrangement, the Fund can reduce expenses reported to shareholders in its statement of operations, fee table and expense ratio and can increase its reported yield. Any such transactions will be disclosed in the registration statement for the Fund. Transactions with affiliated brokers: WM does not typically participate in transactions with affiliated brokers.

Other Service Agreements

VC I has service agreements with VALIC, or an affiliate, to provide accounting and administrative services to the Fund and to provide transfer agent services. Transfer agent services also include shareholder servicing and dividend disbursements. For the fiscal year ended May 31, 2001, the Fund paid VALIC $339,795 for accounting and administrative fees under such agreements. All transfer agency services are provided at cost.

 

ANNUAL REPORTS

Copies of the most recent Annual Report may be obtained without charge if you:

  • write to:

VALIC Company I

2929 Allen Parkway

Houston, Texas 77019

  • call (800) 448-2542
  • access the Report through the Internet at www.valic.com

SHAREHOLDER PROPOSALS

The Fund is not required to hold annual shareholder meetings. Shareholders who would like to submit Proposals for consideration at future shareholder meetings should send written Proposals to Nori L. Gabert, Esq., Vice President and Secretary of VALIC Company I, 2929 Allen Parkway, A36-02, Houston, Texas 77019.

OWNERSHIP OF SHARES

As of January 2, 2002the Record Date, there were 64,104,593 _____shares of the Fund outstanding. All shares of the Fund are owned by VALIC Separate Account A. To VALIC's knowledge, no person owns a Contract or interests therein for more than 5% of the outstanding shares of the Fund. The Directors and officers of VALIC Company I and members of their families as a group, beneficially owned less than 1% of the common stock of the Fund, as of January 2, 2002the Record Date.

Legal Proceedings

There are no material legal proceedings to which the Fund is a party.