•
|
A Notice of a Joint Special Meeting of Shareholders, which summarizes the matter on which you are being asked to vote; and
|
•
|
The Combined Prospectus/Proxy Statement, which provides detailed information on the Acquiring Fund, the specific proposal
relating to your Target Fund being considered at the Special Meeting, and why the proposal is being made.
|
•
|
By calling us toll-free at the telephone number listed on the enclosed proxy card or voting instruction card;
|
•
|
By Internet at the website address listed on the enclosed proxy card or voting instruction card;
|
•
|
By returning the enclosed proxy voting card or voting instruction card in the postage-paid envelope; or
|
•
|
By participating at the Special Meeting.
|
|
| |
Sincerely,
|
|
| |
|
|
| |
/s/ John T. Genoy
|
|
| |
John T. Genoy
|
|
| |
President
|
Q:
|
Why is a shareholder meeting being held?
|
A:
|
You are being asked to approve one or more of the following: (i) an agreement and plan of reorganization (a “Reorganization
Agreement”) between VALIC Company I (“VC I”), on behalf of its series, Small-Mid Growth Fund, and VC I, on behalf of its series, Mid Cap Strategic Growth Fund (the “Acquiring Fund”); and (ii) a Reorganization Agreement between VALIC
Company II (“VC II” and together with VC I, the “Companies” and each, a “Company”), on behalf of its series, Mid Cap Growth Fund, and VC I, on behalf of the Acquiring Fund. The Small-Mid Growth Fund and the Mid Cap Growth Fund are each
referred to as a “Target Fund” and together as the “Target Funds” and collectively with the Acquiring Fund as the “Funds” or each, a “Fund.” If the proposed reorganization (“Reorganization”) relating to your Target Fund is approved and
completed, you will then have an investment in the Acquiring Fund, and your Target Fund will also be terminated as a series of the relevant Company.
|
Q:
|
How does the Board of Directors of VC I or the Board of Trustees of VC II suggest that I vote?
|
A:
|
After careful consideration, the Board of Directors of VC I and the Board of Trustees of VC II (each, a “Board”) have each
determined that the applicable Reorganization is in the best interests of the relevant Target Fund and that the Target Fund’s existing shareholders will not be diluted as a result of the Reorganization and, therefore, recommends that you
cast your vote “For” the proposed Reorganization. Each Board has determined that shareholders of the relevant Target Fund may benefit from, among other things, the following:
|
(i)
|
Shareholders of each Target Fund will remain invested in a diversified, open-end fund that has higher net assets;
|
(ii)
|
The larger net asset size of the combined fund is expected to give rise to possible operating efficiencies (e.g., certain fixed costs, such as printing shareholder reports and proxy statements, legal expenses, audit fees, mailing costs and other expenses, will be spread across a larger asset base, thereby
potentially lowering the total expense ratio borne by shareholders of the combined fund); and
|
(iii)
|
The combined fund will have projected total annual fund net operating expenses that are expected to be below those of each
Target Fund prior to the Reorganization after taking into account applicable contractual fee waivers and/or expense reimbursements.
|
Q:
|
How will the Reorganizations affect me?
|
A:
|
If shareholders of a Target Fund approve the proposed Reorganization, all of the assets and liabilities of the Target Fund
will, in effect, be combined with those of the Acquiring Fund. Shares of the Target Fund will be exchanged for shares of the Acquiring Fund based on a specified exchange ratio determined by the respective net asset values of the Funds’
shares. Your Contract, Plan or IRA value immediately before the Reorganization will be the same as your Contract, Plan or IRA value immediately following completion of the Reorganization; however, you will no longer own shares of your
Target Fund but will own shares of the Acquiring Fund. After the completion of the Reorganization, you will own a smaller percentage of the Acquiring Fund than you did of the Target Fund because the combined fund will be significantly
larger than each of the Target Funds.
|
Q:
|
Will I own the same number of shares of the Acquiring Fund as I currently own of my Target Fund?
|
A:
|
No. However, you will receive shares of the Acquiring Fund with the same aggregate net asset value as the shares of the Target
Fund you own prior to the Reorganization relating to your Target Fund. The number of shares you receive will depend on the relative net asset value of the shares of the relevant Target Fund and the Acquiring Fund on the closing date.
Thus, on the closing date, if the net asset value of a share of the Acquiring Fund is lower than the net asset value of a share of the relevant Target Fund, you will receive a greater number of shares of the Acquiring Fund in the
applicable Reorganization than you held in the Target Fund before the Reorganization. On the other hand, if the net asset value of a share of the Acquiring Fund is higher than the net asset value of a share of the relevant Target Fund,
you will receive fewer shares of the Acquiring Fund in the applicable Reorganization than you held in the Target Fund before the Reorganization. The aggregate net asset value of your Acquiring Fund shares immediately after the applicable
Reorganization will be the same as the aggregate net asset value of your Target Fund shares immediately prior to the Reorganization. Shareholders are entitled to one vote for each share or unit held on the Record Date.
|
Q:
|
Will my privileges as a shareholder change after the Reorganization?
|
A:
|
Your rights as a shareholder will not change in any way as a result of the Reorganization relating to your Target Fund, but you
will be a shareholder of the Acquiring Fund, which is a separate series of VC I.
|
Q:
|
Who will advise the Acquiring Fund once the Reorganizations are completed?
|
A:
|
As you know, each Target Fund is advised by VALIC. The Acquiring Fund is also advised by VALIC and will continue to be
advised by VALIC once the Reorganizations are completed. The table below sets forth the subadviser(s) for each of the Funds.
|
Fund
|
| |
Subadviser(s)
|
Small-Mid Growth Fund
|
| |
Goldman Sachs Asset Management L.P.
|
Mid Cap Growth Fund
|
| |
Wellington Management Company LLP
|
Acquiring Fund
|
| |
Janus Capital Management LLC (“Janus”)
|
|
| |
Allianz Global Investors U.S. LLC (“AllianzGI” and together with Janus, the
“Subadvisers”)
|
Q:
|
How will the Reorganizations affect Fund expenses?
|
A:
|
Following the Reorganizations, the gross and net operating expense ratios of the combined fund are expected to be lower than
the current gross and net operating expense ratios of each Target Fund. For more detailed information about each Fund’s operating expense ratios, see “Summary—Fees and Expenses” in the Combined Prospectus/Proxy Statement.
|
Q:
|
What happens to my account if the Reorganization is approved?
|
A:
|
You will not need to take any further action. If the Reorganization relating to your Target Fund is approved, your shares of
the Target Fund automatically will be converted into shares of the Acquiring Fund on the date of the completion of the applicable Reorganization. You will receive written confirmation that this change has taken place. The aggregate net
asset value of the shares you receive in the Reorganization relating to your Target Fund will be equal to the aggregate net asset value of the shares you own immediately prior to the Reorganization.
|
Q:
|
I have received another combined prospectus/proxy statement from other funds in the VALIC complex. Is this a
duplicate combined prospectus/proxy statement?
|
A:
|
This is not a duplicate combined prospectus/proxy statement. You are being asked to vote separately for each fund in which you
own shares. The proposals included here were not included in any other combined prospectus/proxy statement.
|
Q:
|
What happens if the Reorganization is not approved?
|
A:
|
If a Reorganization is not approved by shareholders of the relevant Target Fund, the Reorganization for that Target Fund
will not occur and the applicable Board may consider alternatives, which may include seeking a reorganization with a different fund, the liquidation of the Target Fund or continuing current operations of the Target Fund.
|
Q:
|
What happens if shareholders of one Target Fund approve their Reorganization, while shareholders of the
other Target Fund do not?
|
A:
|
Each Reorganization is a separate transaction and is not dependent on the approval of the other Reorganization. Thus, if
shareholders of one Target Fund approve the Reorganization relating to their Target Fund, their Target Fund will be reorganized, even if shareholders of the other Target Fund do not approve the Reorganization relating to their Target
Fund.
|
Q:
|
Will the Reorganization create a taxable event for me?
|
A:
|
No, you will not recognize gain or loss for federal income tax purposes as a result of the Reorganization.
|
Q:
|
Who will pay for the Reorganizations?
|
A:
|
VALIC or its affiliates will pay the expenses incurred in connection with each Reorganization, including all direct and
indirect expenses and out-of-pocket costs other than any transaction costs relating to the sale of each Target Fund’s portfolio securities prior to or after the closing of the Reorganization relating to such Target Fund. Please refer to
“Information About the Reorganizations – Expenses of the Reorganizations” for additional information about the expenses associated with each Reorganization.
|
Q:
|
How do I vote my shares?
|
A:
|
You can vote by completing the enclosed proxy card, providing voting instructions using the enclosed voting instruction card
or by participating virtually at the special meeting, or as described below. Please see “Instructions for Signing Voting Instruction Cards or Proxy Cards” on the next page.
|
Q:
|
Why are multiple proxy cards or voting instruction cards enclosed?
|
A:
|
If you are a shareholder of more than one Target Fund, you will receive a proxy card or voting instruction card for each Target
Fund.
|
Q:
|
When will the Reorganization occur?
|
A:
|
If approved by shareholders, each Reorganization is expected to occur during the second quarter of 2021. A Reorganization will
not take place if the Reorganization is not approved by the relevant Target Fund’s shareholders.
|
Q:
|
How does the Board recommend that I vote?
|
A:
|
The Board recommends that shareholders vote “FOR” the proposal.
|
Q:
|
Whom do I contact if I have questions?
|
A:
|
Please call Broadridge, the proxy solicitor, toll-free at 1-833-670-0696 Monday through Friday, 9 a.m. to 10 p.m. Eastern Time.
|
•
|
Should you decide to give voting instructions, please complete the voting instruction section of the enclosed card. We request
that you clearly mark your vote for the proposal on the card. We will then disregard any voting instructions received from individual participants within your Contract.
|
•
|
Alternatively, if you want us to accept voting instructions from your individual participants, please complete the “Group
Authorization” section of the enclosed card. This will allow us to follow the voting instructions from the individual participants.
|
1.
|
Individual Accounts : Sign your name exactly as it appears in the
registration on the voting instruction card form or the proxy card.
|
2.
|
Joint Accounts : Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the voting instruction card or proxy card.
|
3.
|
All Other Accounts : The capacity of the individual signing the voting
instruction card or proxy card should be indicated unless it is reflected in the form of registration. For example:
|
Registration
|
| |
Valid Signature
|
Corporate Accounts
|
| |
ABC Corp.
|
(1)ABC Corp.
|
| |
John Doe, Treasurer
|
(2)ABC Corp.
|
| |
|
(3)ABC Corp.
c/o John Doe, Treasurer |
| |
John Doe
John Doe, Trustee
|
(4)ABC Corp. Profit Sharing Plan
|
| |
|
|
| |
|
Trust Accounts
|
| |
|
(1)ABC Trust
|
| |
Jane B. Doe, Trustee
|
(2)Jane B. Doe, Trustee u/t/d 12/28/78
|
| |
Jane B. Doe
|
|
| |
|
Custodial or Estate Accounts
|
| |
|
(1)John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA |
| |
John B. Smith
John B. Smith, Jr., Executor
|
(2)Estate of John B. Smith
|
| |
|
|
| |
|
1.
|
The shareholders of each Target Fund are being asked to consider and vote upon a proposal to approve an Agreement and Plan of
Reorganization relating to their Target Fund, pursuant to which the Target Fund will transfer all of its assets to the Mid Cap Strategic Growth Fund (the “Acquiring Fund”), a series of VC I, in exchange for the assumption by the Acquiring
Fund of all of the liabilities of the Target Fund and shares of the Acquiring Fund, which shares will be distributed by the Target Fund to the holders of its shares in complete liquidation thereof; and
|
2.
|
To transact such other business as may properly be presented at the Special Meeting or any adjournment or postponement thereof.
|
|
| |
By Order of the Board,
|
|
| |
/s/ Kathleen D. Fuentes
|
|
| |
Kathleen D. Fuentes
|
|
| |
Secretary
|
1.
|
The shareholders of each Target Fund are being asked to consider and vote upon a proposal to approve an Agreement and Plan of
Reorganization relating to their Target Fund, pursuant to which the Target Fund will transfer all of its assets to the Mid Cap Strategic Growth Fund (the “Acquiring Fund”), a series of VC I, in exchange for the assumption by the Acquiring
Fund of all of the liabilities of the Target Fund and shares of the Acquiring Fund, which shares will be distributed by the Target Fund to the holders of its shares in complete liquidation thereof; and
|
2.
|
To transact such other business as may properly be presented at the Special Meeting or any adjournment or postponement thereof.
|
•
|
the Statement of Additional Information dated [•] (Securities Act File No. 333-250815) (the “Reorganization SAI”), relating
to this Combined Prospectus/Proxy Statement;
|
•
|
the VC I Prospectus
and Statement of Additional Information (the “VC I SAI”), each dated October 1, 2020 (Securities Act File No. 002-83631), solely as they relate to the Small-Mid Growth Fund and the Acquiring Fund, containing additional
information about each of the Small-Mid Growth Fund and the Acquiring Fund; and
|
•
|
the VC II Prospectus
and Statement of Additional Information , each dated January 1, 2021 (Securities Act File No. 333-53589), solely as they relate to the Mid Cap Growth Fund, containing additional information about the Mid Cap Growth Fund
|
•
|
the Summary Prospectus
of the Acquiring Fund dated October 1, 2020 (Securities Act File
|
Small-Mid Growth Fund or
Mid Cap Strategic Growth Fund
c/o VALIC Company I
2919 Allen Parkway
Houston, Texas 77019
(800-445-7862)
|
| |
Mid Cap Growth Fund
c/o VALIC Company II
2919 Allen Parkway
Houston, Texas 77019
800-445-7862)
|
By E-mail:
|
| |
publicinfo@sec.gov
(duplicating fee required)
|
|
| |
|
By Internet:
|
| |
www.sec.gov
|
•
|
the transfer of all the assets of the relevant Target Fund to the Acquiring Fund in exchange for the assumption by the
Acquiring Fund of all of the liabilities of the relevant Target Fund and shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the relevant Target Fund acquired by the Acquiring Fund reduced
by the amount of such assumed liabilities;
|
•
|
the distribution of such shares of the Acquiring Fund to the relevant Target Fund’s shareholders; and
|
•
|
the termination of the relevant Target Fund as a series of the relevant Company.
|
•
|
The fact that the investment objective of each Target Fund is similar to the investment objective of the Acquiring Fund, as
well as the fact that certain strategies of each Target Fund and the Acquiring Fund are similar, while others are different. The Board considered the principal differences in investment strategy between the Acquiring Fund and each Target
Fund. See “Summary—Investment Objectives and Principal Investment Strategies.”
|
•
|
The possibility that the Combined Fund is more likely to achieve further operating efficiencies and economies of scale from its
larger net asset size compared to each Target Fund.
|
•
|
The advisory fee rate to be paid by the Combined Fund is lower than the current advisory fee rate paid by either of the Target
Funds.
|
•
|
The expectation that the Combined Fund will have gross and net annual operating expenses below those of each Target Fund and
the Acquiring Fund and that such lower net total annual operating expenses with respect to the Mid Cap Growth Fund will be due in part to the absence of a 0.25% shareholder services fee payable by the Combined Fund, which is expected to
be offset in part by 0.25% higher separate account charges for Contract owners at the Contract level (as described below).
|
•
|
The Acquiring Fund will be the survivor of the Reorganization for accounting and performance purposes.
|
•
|
The personnel of VALIC and the Subadvisers who will manage the Combined Fund. The Directors considered that VALIC will continue
to serve as the investment adviser of the Combined Fund after the Reorganization, and the Subadvisers of the Acquiring Fund will continue to serve as subadvisers of the Combined Fund after the Reorganization. The Reorganization is not
expected to result in diminution in the level or quality of services that the Target Fund shareholders currently receive. See “Comparison of the Funds—Management of the Funds.”
|
•
|
The relative performance histories of each Fund over different time periods compared with each other. The Acquiring Fund
outperformed the Mid Cap Growth Fund for the one-, five- and ten-year time periods ended December 31, 2019, outperformed the Small-Mid Growth Fund for the five-year period and slightly underperformed the Small-Mid Growth Fund for the
one- and ten-year periods. Each Target Fund’s Board considered management’s discussion of the Funds’ performance, and noted that it had received and discussed with management information throughout the year at periodic intervals
comparing each Fund’s performance against the Fund’s benchmark and peer group. While not predictive of future results, the applicable Board also considered certain data with respect to the performance of each Fund as compared to the
performance of its relevant peer group.
|
•
|
The relative size of each Target Fund and the Acquiring Fund, and the prospects for further growth and long-term viability of
each Target Fund.
|
•
|
The fact that it is currently anticipated that there will be no gain or loss recognized by shareholders for federal income tax
purposes as a result of the Reorganization, as the Reorganization is expected to be a tax-free transaction.
|
•
|
The fact that the aggregate net asset value of the shares that shareholders of each Target Fund will receive in the
Reorganization will equal the aggregate net asset value of the shares that shareholders of the respective Target Fund own immediately prior to the Reorganization, and that shareholders of each Target Fund will not be diluted as a result
of the Reorganization.
|
•
|
The terms and conditions of each of the Reorganization Agreements.
|
•
|
The fact that VALIC or its affiliates will pay the expenses incurred in connection with the Reorganization, including all
direct and indirect expenses and out-of-pocket costs other than any transaction costs relating to the sale of each Target Fund’s portfolio securities prior to or after the Reorganization as described in the respective Reorganization
Agreement. No shareholder would incur any sales charge, commission, redemption fee or other transactional fee as a result of the change of investment resulting from the Reorganization.
|
•
|
The estimated brokerage commission and other portfolio transaction costs relating to the realignment of the Target Fund’s
portfolio prior to the applicable Reorganization. It was noted that many of the portfolio holdings of each Target Fund would be sold before the Reorganization would be completed.
|
•
|
The fact that the Acquiring Fund will assume all of the liabilities of the Target Funds.
|
•
|
The possible alternatives to the Reorganization.
|
•
|
The Reorganization may result in some potential benefits to VALIC, including but not limited to cost savings, resulting from
managing one Combined Fund rather than three separate Funds because the fixed costs involved with operating the Combined Fund will be spread across a larger asset base following the Reorganization. The Board also considered the
Reorganization’s anticipated impact on VALIC’s profitability.
|
|
Mid Cap Growth Fund
|
| |
Acquiring Fund
|
|
|
■The Fund invests at least 80% of net assets in the equity securities and equity related instruments of mid-cap companies.
■The 80% policy is a fundamental policy and may not be changed without 60 days’ prior notice to shareholders.
|
| |
■The Fund seeks long-term capital growth by investing primarily in growth-oriented equity securities of domestic and foreign mid-cap companies.
■Under normal circumstances, at least 80% of the Fund’s net assets will be invested in common stocks of mid-cap companies.
■The 80% policy is a fundamental policy of the Fund and may not be changed without 60 days’ prior notice to shareholders.
|
|
|
Mid Cap Growth Fund
|
| |
Acquiring Fund
|
|
|
■Generally, mid-cap companies are companies whose market capitalizations, at the time of purchase, range from the market capitalization of the smallest company included in the Russell Midcap® Index
to the market capitalization of the largest company in the Russell Midcap® Index during the most recent 12-month period.
|
| |
■Generally, mid-cap companies are companies whose market capitalizations, at the time of purchase, range from the market capitalization of the smallest company included in the Russell Midcap® Growth Index
to the market capitalization of the largest company in the Russell Midcap® Growth Index during the most recent 12-month period.
|
|
|
■The Fund may invest up to 20% of the Fund’s net assets in other domestic equity securities, including equity securities of small-cap companies. The Fund, from time to time, may have significant investments in
one or more particular sectors.
|
| |
■The Fund does not have a comparable strategy.
|
|
|
■The Fund may invest up to 25% of its net assets in foreign securities. The Fund may invest directly in foreign securities or indirectly through depositary receipts.
|
| |
■The Fund may invest up to 25% of its net assets in securities of foreign issuers, which may include emerging market securities. The securities in which the Fund may invest may be denominated in U.S. dollars or in
currencies other than U.S. dollars.
|
|
|
■The Fund does not have a comparable strategy.
|
| |
■The Fund may also invest in private placements.
|
|
|
■The Fund favors companies that have a leadership position within an industry, a strong balance sheet, a high return on equity, and/or a strong management team.
■The subadviser uses a “bottom-up” investment strategy, which is the use of fundamental analysis to identify specific securities for purchase or sale.
|
| |
■The Fund does not have a comparable strategy.
|
|
|
■The Fund is diversified.
|
| |
■The Fund is diversified.
|
|
|
Small-Mid Growth Fund
|
| |
Acquiring Fund
|
|
|
■Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of small- and mid-cap companies located in domestic (U.S.) markets.
■Generally, small- and mid-cap companies include companies whose market capitalizations are within the range of the market capitalizations of companies constituting the Russell 2000® Growth Index
and the Russell Midcap® Growth Index.
■The 80% policy is a fundamental policy of the Fund and may not be changed without 60 days’ prior notice to shareholders.
|
| |
■Under normal circumstances at least 80% of the Fund’s net assets will be invested in common stocks of mid-cap companies.
■Generally, mid-cap companies will include companies whose market capitalizations, at the time of purchase, range from the market capitalization of the smallest company included in the Russell Midcap®
Growth Index to the market capitalization of the largest company in the Russell Midcap® Growth Index
■The 80% policy is a fundamental policy of the Fund and may not be changed without 60 days’ prior notice to shareholders.
|
|
|
■The Fund invests in equity securities located in domestic (U.S. markets).
|
| |
■The Fund may invest up to 25% of its net assets in securities of foreign issuers, which may include emerging market securities. The securities in which the Fund may invest may be denominated in U.S. dollars or in
currencies other than U.S. dollars.
|
|
|
■The Fund does not have a comparable strategy.
|
| |
■The Fund may invest in private placements.
|
|
|
■The Fund is diversified.
|
| |
■The Fund is diversified.
|
|
•
|
Common stock — Each share of common stock represents a part of the ownership of the
company. The holder of common stock participates in the growth of the company through increasing stock price and receipt of dividends. If the company runs into difficulty, the stock price can decline and dividends may not be paid.
|
•
|
Preferred stock — Each share of preferred stock usually allows the holder to get a set
dividend before the common stock shareholders receive any dividends on their shares.
|
•
|
Convertible preferred stock — A stock with a set dividend which the holder may
exchange for a certain amount of common stock.
|
|
|
| |
Actual
|
| |
|
| |||
|
|
| |
Mid Cap
Growth Fund
(Target
Fund)
|
| |
Acquiring
Fund
|
| |
Pro Forma
Combined
Fund*
|
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
| |
|
| |
|
| |
|
|
|
Management Fee
|
| |
0.73%
|
| |
0.69%
|
| |
0.67%
|
|
|
Other Expenses
|
| |
0.39%
|
| |
0.12%
|
| |
0.12% 2
|
|
|
Total Annual Fund Operating Expenses
|
| |
1.12%
|
| |
0.81%
|
| |
0.79%
|
|
|
Fee Waivers and/or Expense Reimbursements
|
| |
-0.03% 1
|
| |
—
|
| |
—
|
|
|
Total Annual Fund Operating Expenses After Fee Waivers
and/or Expense Reimbursements
|
| |
1.09% 1
|
| |
0.81%
|
| |
0.79%
|
|
1
|
Pursuant to an Expense Limitation Agreement, VALIC has contractually agreed to reimburse the
expenses of the Target Fund until December 31, 2022, so that the Target Fund’s Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements do not exceed 1.09%. For purposes of the Expense Limitation Agreement, “Total Annual Fund Operating Expenses” shall not include extraordinary expenses (i.e., expenses that are unusual in nature and infrequent in occurrence, such as litigation), or acquired fund fees and expenses, brokerage
commissions and other transactional expenses relating to the purchase and sale of portfolio securities, interest, taxes and governmental fees, and other expenses not incurred in the ordinary course
of the Target Fund’s business. This agreement will be renewed annually for one-year terms unless terminated by the Board of VC II prior to any such renewal.
|
2
|
Other Expenses are based on estimated amounts for the current fiscal year.
|
*
|
Pro Forma Combined Fund assumes the Reorganization of only the Mid Cap Growth Fund into the Acquiring Fund.
|
|
|
| |
Actual
|
| |
|
| |||
|
|
| |
Small-Mid
Growth Fund
(Target
Fund)
|
| |
Acquiring
Fund
|
| |
Pro Forma
Combined
Fund*
|
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
| |
|
| |
|
| |
|
|
|
Management Fee
|
| |
0.85%
|
| |
0.69%
|
| |
0.68%
|
|
|
Other Expenses
|
| |
0.17%
|
| |
0.12%
|
| |
0.12% 3
|
|
|
Acquired Fund Fees and Expenses
|
| |
0.01%
|
| |
—
|
| |
—
|
|
|
Total Annual Fund Operating Expenses
|
| |
1.03% 1
|
| |
0.81%
|
| |
0.80%
|
|
|
Fee Waivers and/or Expense Reimbursements
|
| |
-0.07% 2
|
| |
—
|
| |
—
|
|
|
Total Annual Fund Operating Expenses After Fee Waivers
and/or Expense Reimbursements
|
| |
0.96% 2
|
| |
0.81%
|
| |
0.80%
|
|
1
|
The Total Annual Fund Operating Expenses for the Target Fund do not correlate to the ratio of net
expenses to average net assets provided in the Financial Highlights table of the Target Fund’s annual report, which reflects the gross operating expenses of the Target Fund (1.02%) and does not include Acquired Fund Fees and Expenses. “Acquired Fund Fees and Expenses” include fees and expenses incurred indirectly by the Target Fund as a result
of investments in shares of one or more mutual funds, hedge funds, private equity funds or other pooled investment vehicles.
|
2
|
The Target Fund’s investment adviser, VALIC, has contractually agreed to waive its advisory fee
through September 30, 2022, so that the advisory fee payable by the Target Fund to VALIC equals 0.78% of average monthly assets on the first $250 million and 0.68% thereafter. This agreement may be modified or discontinued prior to such time only with the approval of the Board of VC I, including a majority of the Independent Directors.
|
3
|
Other Expenses are based on estimated amounts for the current fiscal year.
|
*
|
Pro Forma Combined Fund assumes the Reorganization of only the Small-Mid Growth Fund into the Acquiring Fund.
|
|
|
| |
Actual
|
| |
|
| ||||||
|
|
| |
Mid Cap
Growth Fund
(Target
Fund)
|
| |
Small-Mid
Growth Fund
(Target
Fund)
|
| |
Acquiring
Fund
|
| |
Pro Forma
Combined
Fund*
|
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
| |
|
| |
|
| |
|
| |
|
|
|
Management Fee
|
| |
0.73%
|
| |
0.85%
|
| |
0.69%
|
| |
0.66%
|
|
|
Other Expenses
|
| |
0.39%
|
| |
0.17%
|
| |
0.12%
|
| |
0.12% 4
|
|
|
Acquired Fund Fees and Expenses
|
| |
—
|
| |
0.01%
|
| |
—
|
| |
—
|
|
|
Total Annual Fund Operating Expenses
|
| |
1.12%
|
| |
1.03% 2
|
| |
0.81%
|
| |
0.78%
|
|
|
Fee Waivers and/or Expense Reimbursements
|
| |
-0.03% 1
|
| |
-0.07% 3
|
| |
—
|
| |
—
|
|
|
Total Annual Fund Operating Expenses After Fee Waivers
and/or Expense Reimbursements
|
| |
1.09% 1
|
| |
0.96% 3
|
| |
0.81%
|
| |
0.78%
|
|
1
|
Pursuant to an Expense Limitation Agreement, VALIC has contractually agreed to reimburse the
expenses of the Target Fund until December 31, 2022, so that the Target Fund’s Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements do not exceed 1.09%. For purposes of the Expense Limitation Agreement, “Total Annual Fund Operating Expenses” shall not include extraordinary expenses (i.e., expenses that are unusual in nature and infrequent in occurrence, such as litigation), or acquired fund fees and expenses, brokerage
commissions and other transactional expenses relating to the purchase and sale of portfolio securities, interest, taxes and governmental fees, and other expenses not incurred in the ordinary course
of the Target Fund’s business. This agreement will be renewed annually for one-year terms unless terminated by the Board of VC II prior to any such renewal.
|
2
|
The Total Annual Fund Operating Expenses for the Target Fund do not correlate to the ratio of net
expenses to average net assets provided in the Financial Highlights table of the Target Fund’s annual report, which reflects the gross operating expenses of the Target Fund (1.02%) and does not include Acquired Fund Fees and Expenses. “Acquired Fund Fees and Expenses” include fees and expenses incurred indirectly by the Target Fund as a result
of investments in shares of one or more mutual funds, hedge funds, private equity funds or other pooled investment vehicles.
|
3
|
The Target Fund’s investment adviser, VALIC, has contractually agreed to waive its advisory fee
through September 30, 2022, so that the advisory fee payable by the Target Fund to VALIC equals 0.78% of average monthly assets on the first $250 million and 0.68% thereafter. This agreement may be modified or discontinued prior to such time only with the approval of the Board of VC I, including a majority of the Independent Directors.
|
4
|
Other Expenses are based on estimated amounts for the current fiscal year.
|
*
|
Pro Forma Combined Fund assumes the Reorganization of each of the Mid Cap Growth Fund and the Small-Mid Growth Fund into the
Acquiring Fund.
|
|
| |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
Mid Cap Growth Fund
|
| |
$111
|
| |
$353
|
| |
$614
|
| |
$1,360
|
Acquiring Fund
|
| |
$83
|
| |
$259
|
| |
$450
|
| |
$1,002
|
Pro Forma Combined Fund*
|
| |
$81
|
| |
$252
|
| |
$439
|
| |
$978
|
*
|
Pro Forma Combined Fund assumes the Reorganization of only the Mid Cap Growth Fund into the Acquiring Fund.
|
|
| |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
Small-Mid Growth Fund
|
| |
$98
|
| |
$321
|
| |
$562
|
| |
$1,253
|
Acquiring Fund
|
| |
$83
|
| |
$259
|
| |
$450
|
| |
$1,002
|
Pro Forma Combined Fund*
|
| |
$82
|
| |
$255
|
| |
$444
|
| |
$990
|
*
|
Pro Forma Combined Fund assumes the Reorganization of only the Small-Mid Growth Fund into the Acquiring Fund.
|
|
| |
1 Year
|
| |
3 Years
|
| |
5 Years
|
| |
10 Years
|
Mid Cap Growth Fund
|
| |
$111
|
| |
$353
|
| |
$614
|
| |
$1,360
|
Small-Mid Growth Fund
|
| |
$98
|
| |
$321
|
| |
$562
|
| |
$1,253
|
Acquiring Fund
|
| |
$83
|
| |
$259
|
| |
$450
|
| |
$1,002
|
Pro Forma Combined Fund*
|
| |
$80
|
| |
$249
|
| |
$433
|
| |
$966
|
*
|
Pro Forma Combined Fund assumes the Reorganization of each of the Mid Cap Growth Fund and Small-Mid Growth Fund into the
Acquiring Fund.
|
|
|
| |
Mid Cap Growth Fund
|
| |
Acquiring Fund
|
|
|
Principal Risks
|
| |
■Active Trading Risk
■Depositary Receipts Risk
■Equity Securities Risk
■Foreign Investment Risk
■Growth Style Risk
■Management Risk
■Market Risk
■Mid-Cap Company Risk
■Sector Risk
■Securities Lending Risk
■Small-Cap Company Risk
|
| |
■Currency Risk
■Emerging Markets Risk
■Equity Securities Risk
■Foreign Investment Risk
■Growth Style Risk
■Management Risk
■Market Risk
■Mid-Cap Company Risk
■Privately Placed Securities Risk
■Securities Lending Risk
|
|
|
|
| |
Small-Mid Growth Fund
|
| |
Acquiring Fund
|
|
|
Principal Risks
|
| |
■Active Trading Risk
■Dividend-paying Stocks Risk
■Emerging Markets Risk (non-principal risk)
■Equity Securities Risk
■Foreign Investment Risk (non-principal risk)
■Growth Style Risk
■Management Risk
■Market Risk
■Mid-Cap Company Risk
■Securities Lending Risk
■Small-Cap Company Risk
|
| |
■Currency Risk
■Emerging Markets Risk
■Equity Securities Risk
■Foreign Investment Risk
■Growth Style Risk
■Management Risk
■Market Risk
■Mid-Cap Company Risk
■Privately Placed Securities Risk
■Securities Lending Risk
|
|
|
|
| |
Mid Cap Growth Fund
|
| |
Acquiring Fund
|
| ||||||
|
Principal Risks
|
| |
■
|
| |
Active Trading Risk.
|
| |
■
|
| |
Currency Risk
|
|
|
|
| |
■
|
| |
Depositary Receipts Risk
|
| |
■
|
| |
Emerging Markets Risk
|
|
|
|
| |
■
|
| |
Equity Securities Risk
|
| |
■
|
| |
Equity Securities Risk
|
|
|
|
| |
■
|
| |
Foreign Investment Risk
|
| |
■
|
| |
Foreign Investment Risk
|
|
|
|
| |
■
|
| |
Growth Style Risk
|
| |
■
|
| |
Growth Style Risk
|
|
|
|
| |
■
|
| |
Management Risk
|
| |
■
|
| |
Management Risk
|
|
|
|
| |
■
|
| |
Market Risk
|
| |
■
|
| |
Market Risk
|
|
|
|
| |
■
|
| |
Mid-Cap Company Risk
|
| |
■
|
| |
Mid-Cap Company Risk
|
|
|
|
| |
■
|
| |
Sector Risk
|
| |
■
|
| |
Privately Placed Securities Risk
|
|
|
|
| |
■
|
| |
Securities Lending Risk
|
| |
■
|
| |
Securities Lending Risk
|
|
|
|
| |
■
|
| |
Small-Cap Company Risk
|
| |
|
| |
|
|
|
Non-Principal Risks
|
| |
■
|
| |
Convertible Securities Risk
|
| |
■
|
| |
Convertible Securities Risk
|
|
|
|
| |
■
|
| |
Counterparty Risk
|
| |
■
|
| |
Credit Risk
|
|
|
|
| |
■
|
| |
Cybersecurity Risk
|
| |
■
|
| |
Currency Risk
|
|
|
|
| |
■
|
| |
Derivatives Risk
|
| |
■
|
| |
Cybersecurity Risk
|
|
|
|
| |
■
|
| |
Hedging Risk
|
| |
■
|
| |
Derivatives Risk
|
|
|
|
| |
■
|
| |
Preferred Stock Risk
|
| |
■
|
| |
Hedging Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
Interest Rate Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
IPO Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
Liquidity Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
REITs Risk
|
|
|
|
| |
Small-Mid Growth Fund
|
| |
Acquiring Fund
|
| ||||||
|
Principal Risks
|
| |
■
|
| |
Active Trading Risk
|
| |
■
|
| |
Currency Risk
|
|
|
|
| |
■
|
| |
Dividend-paying Stocks Risk
|
| |
■
|
| |
Emerging Markets Risk
|
|
|
|
| |
■
|
| |
Equity Securities Risk
|
| |
■
|
| |
Equity Securities Risk
|
|
|
|
| |
■
|
| |
Growth Style Risk
|
| |
■
|
| |
Foreign Investment Risk
|
|
|
|
| |
■
|
| |
Management Risk
|
| |
■
|
| |
Growth Style Risk
|
|
|
|
| |
■
|
| |
Market Risk
|
| |
■
|
| |
Management Risk
|
|
|
|
| |
■
|
| |
Mid-Cap Company Risk
|
| |
■
|
| |
Market Risk
|
|
|
|
| |
■
|
| |
Securities Lending Risk
|
| |
■
|
| |
Mid-Cap Company Risk
|
|
|
|
| |
■
|
| |
Small-Cap Company Risk
|
| |
■
|
| |
Privately Placed Securities Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
Securities Lending Risk
|
|
|
Non-Principal Risks
|
| |
■
|
| |
Credit Risk
|
| |
■
|
| |
Convertible Securities Risk
|
|
|
|
| |
■
|
| |
Cybersecurity Risk
|
| |
■
|
| |
Credit Risk
|
|
|
|
| |
■
|
| |
Emerging Markets Risk
|
| |
■
|
| |
Currency Risk
|
|
|
|
| |
■
|
| |
Foreign Investment Risk
|
| |
■
|
| |
Cybersecurity Risk
|
|
|
|
| |
■
|
| |
Interest Rate Risk
|
| |
■
|
| |
Derivatives Risk
|
|
|
|
| |
■
|
| |
U.S. Government Obligations Risk
|
| |
■
|
| |
Hedging Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
Interest Rate Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
IPO Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
Liquidity Risk
|
|
|
|
| |
|
| |
|
| |
■
|
| |
REITs Risk
|
|
•
|
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. Such gains or losses may be substantial.
|
•
|
Foreign Sovereign Debt Risk. To the extent the Fund invests in foreign sovereign debt
securities, it may be subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political,
|
•
|
Growth Style Risk. Generally, “growth” stocks are stocks of companies that a
subadviser believes have anticipated earnings ranging from steady to accelerated growth. Many investors buy growth stocks because of anticipated superior earnings growth, but earnings disappointments often result in sharp price declines.
Growth companies usually invest a high portion of earnings in their own businesses so their stocks may lack the dividends that can cushion share prices in a down market. In addition, the value of growth stocks may be more sensitive to
changes in current or expected earnings than the values of other stocks, because growth stocks trade at higher prices relative to current earnings.
|
|
| |
1Year
|
| |
5 Years
|
| |
10 Years
|
Small-Mid Growth Fund
|
| |
52.14%
|
| |
20.54%
|
| |
14.98%
|
Russell 2500 ® Growth Index
|
| |
|
| |
|
| |
|
(reflects no deduction for fees, expenses or taxes)
|
| |
40.47%
|
| |
18.68%
|
| |
15.00%
|
|
| |
1 Year
|
| |
5 Years
|
| |
10 Years
|
Mid Cap Growth Fund
|
| |
24.76%
|
| |
16.11 %
|
| |
11.45%
|
S&P MidCap 400 ® Index
|
| |
|
| |
|
| |
|
(reflects no deduction for fees, expenses or taxes)
|
| |
13.66%
|
| |
12.35%
|
| |
11.51%
|
|
| |
1 Year
|
| |
5 Years
|
| |
10 Years
|
Acquiring Fund
|
| |
34.23%
|
| |
19.53%
|
| |
13.22%
|
Russell Midcap ® Growth Index
|
| |
|
| |
|
| |
|
(reflects no deduction for fees, expenses or taxes)
|
| |
35.59%
|
| |
18.66%
|
| |
15.04%
|
Fund
|
| |
Average monthly net asset value
|
| |
Advisory Fee Rate
|
Mid Cap Growth Fund
|
| |
First $50 million
|
| |
0.80%
|
| |
Next $50 million
|
| |
0.75%
|
|
| |
Next $150 million
|
| |
0.70%
|
|
| |
Next $250 million
|
| |
0.65%
|
|
| |
Over $500 million
|
| |
0.60%
|
|
Small-Mid Growth Fund*
|
| |
First $250 million
|
| |
0.85%
|
|
| |
Over $250 million
|
| |
0.75%
|
Acquiring Fund
|
| |
First $250 million
|
| |
0.70%
|
| |
Next $250 million
|
| |
0.65%
|
|
| |
Over $500 million
|
| |
0.60%
|
*
|
The Target Fund’s investment adviser, VALIC, has contractually agreed to waive its advisory fee through September 30, 2022, so
that the advisory fee payable by the Fund to VALIC equals 0.78% of average monthly assets on the first $250 million and 0.68% thereafter. This agreement may be modified or discontinued prior to such time only with the approval of the
Board of VC I, including a majority of the Independent Directors.
|
Fund
|
| |
Fee
|
Mid Cap Growth Fund
|
| |
0.73%
|
Small-Mid Growth Fund*
|
| |
0.78%
|
Acquiring Fund
|
| |
0.69%
|
*
|
Net of management fee waiver.
|
•
|
any minimum initial investment amount and/or limitations on periodic investments;
|
•
|
how to purchase, redeem or exchange your interest in the Funds;
|
•
|
how to obtain information about your account, including account statements and
|
•
|
any fees applicable to your account.
|
|
| |
Acquiring Fund
|
||||||||||||
|
| |
Year Ended May 31,
|
||||||||||||
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
PER SHARE DATA
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net asset value at beginning of period
|
| |
$15.49
|
| |
$15.85
|
| |
$13.92
|
| |
$12.58
|
| |
$15.35
|
Income (loss) from investment operations:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net investment income (loss)(d)
|
| |
(0.00)
|
| |
0.00
|
| |
0.01
|
| |
0.02
|
| |
0.00
|
Net realized and unrealized gain (loss) on investments and
foreign currencies
|
| |
1.89
|
| |
1.13
|
| |
2.66
|
| |
2.24
|
| |
(0.82)
|
Total income (loss) from investment operations
|
| |
1.89
|
| |
1.13
|
| |
2.67
|
| |
2.26
|
| |
(0.82)
|
Distributions from:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Net investment income
|
| |
—
|
| |
(0.00)
|
| |
(0.01)
|
| |
—
|
| |
—
|
Net realized gain on securities
|
| |
(0.88)
|
| |
(1.49)
|
| |
(0.73)
|
| |
(0.92)
|
| |
(1.95)
|
Total distributions
|
| |
(0.88)
|
| |
(1.49)
|
| |
(0.74)
|
| |
(0.92)
|
| |
(1.95)
|
Net asset value at end of period
|
| |
$16.50
|
| |
$15.49
|
| |
$15.85
|
| |
$13.92
|
| |
$12.58
|
TOTAL RETURN(a)
|
| |
12.76%
|
| |
7.45%
|
| |
19.17%
|
| |
18.43%
|
| |
(2.91)%
|
RATIOS/SUPPLEMENTAL DATA
|
| |
|
| |
|
| |
|
| |
|
| |
|
Ratio of expenses to average net assets(b)
|
| |
0.81%
|
| |
0.81%
|
| |
0.82%
|
| |
0.82%
|
| |
0.83%
|
Ratio of expenses to average net assets(c)
|
| |
0.81%
|
| |
0.81%
|
| |
0.82%
|
| |
0.82%
|
| |
0.83%
|
Ratio of expense reductions to average net assets
|
| |
0.00%
|
| |
0.00%
|
| |
0.00%
|
| |
0.00%
|
| |
0.01%
|
Ratio of net investment income (loss) to average net
assets(b)
|
| |
(0.03)%
|
| |
(0.02)%
|
| |
0.03%
|
| |
0.12%
|
| |
0.00%
|
Ratio of net investment income (loss) to average net
assets(c)
|
| |
(0.03)%
|
| |
(0.02)%
|
| |
0.03%
|
| |
0.12%
|
| |
0.00%
|
Portfolio turnover rate
|
| |
25%
|
| |
31%
|
| |
40%
|
| |
38%
|
| |
95%
|
Number of shares outstanding at end of period(000’s)
|
| |
19,079
|
| |
19,581
|
| |
18,404
|
| |
18,691
|
| |
19,764
|
Net assets at end of period (000’s)
|
| |
$314,845
|
| |
$303,288
|
| |
$291,655
|
| |
$260,170
|
| |
$248,619
|
(a)
|
Total return includes, if any, expense reimbursements and expense reductions. The effect of fees and charges incurred at the
separate account level are not reflected in these performance figures. If such expenses had been included, the total return would have been lower for each period presented.
|
(b)
|
Includes, if any, expense reimbursement, but excludes, if any, expense reductions.
|
(c)
|
Excludes, if any, expense reimbursements and expense reductions.
|
(d)
|
The per share amounts are calculated using the average share method.
|
•
|
the approval of the Reorganization by the Target Fund’s shareholders;
|
•
|
the absence of any rule, regulation, order, injunction or proceeding preventing or seeking to prevent the consummation of the
transactions contemplated by the Reorganization Agreement;
|
•
|
the receipt of all necessary approvals, consents, registrations and exemptions under federal, state and local laws;
|
•
|
the truth in all material respects as of the Closing Date of the representations and warranties of the Funds and performance
and compliance in all material respects with the Funds’ agreements, obligations and covenants required by the Reorganization Agreement;
|
•
|
the effectiveness under applicable law of the registration statement of the Company of which this Combined Prospectus/Proxy
Statement forms a part and the absence of any stop orders under the Securities Act of 1933 pertaining thereto;
|
•
|
the declaration of a dividend by the Target Fund to distribute all of its undistributed net investment income and net capital
gains; and
|
•
|
the receipt of opinions of counsel relating to, among other things, the tax-free nature of the Reorganization.
|
•
|
The fact that the investment objective of each Target Fund is similar to the investment objective of the Acquiring Fund, as
well as the fact that certain strategies of each Target Fund and the Acquiring Fund are similar, while others are different. The Board considered the principal differences in investment strategy between the Acquiring Fund and each Target
Fund. See “Summary—Investment Objectives and Principal Investment Strategies.”
|
•
|
The possibility that the Combined Fund is more likely to achieve further operating efficiencies and economies of scale from its
larger net asset size compared to each Target Fund.
|
•
|
The advisory fee rate to be paid by the Combined Fund is lower than the current advisory fee rate paid by either of the Target
Funds.
|
•
|
The expectation that the Combined Fund will have gross and net annual operating expenses below those of each Target Fund and
the Acquiring Fund and that such lower net total annual operating expenses with respect to the Mid Cap Growth Fund will be due in part to the absence of a 0.25% shareholder services fee payable by the Combined Fund, which is expected to
be offset in part by 0.25% higher separate account charges for Contract owners at the Contract level.
|
•
|
The Acquiring Fund will be the survivor of the Reorganization for accounting and performance purposes.
|
•
|
The personnel of VALIC and the Subadvisers who will manage the Combined Fund. The Directors considered that VALIC will continue
to serve as the investment adviser of the Combined Fund after the Reorganization, and the Subadvisers of the Acquiring Fund will continue to serve as subadvisers of the Combined Fund after the Reorganization. The Reorganization is not
expected to result in diminution in the level or quality of services that the Target Fund shareholders currently receive. See “Comparison of the Funds—Management of the Funds.”
|
•
|
The relative performance histories of each Fund over different time periods compared with each other. The Acquiring Fund
outperformed the Mid Cap Growth Fund for the one-, five- and ten-year time periods ended December 31, 2019, outperformed the Small-Mid Growth Fund for the five-year period and slightly
|
•
|
The relative size of each Target Fund and the Acquiring Fund, and the prospects for further growth and long-term viability of
each Target Fund.
|
•
|
The fact that it is currently anticipated that there will be no gain or loss recognized by shareholders for federal income tax
purposes as a result of the Reorganization, as the Reorganization is expected to be a tax-free transaction.
|
•
|
The fact that the aggregate net asset value of the shares that shareholders of each Target Fund will receive in the
Reorganization will equal the aggregate net asset value of the shares that shareholders of the respective Target Fund own immediately prior to the Reorganization, and that shareholders of each Target Fund will not be diluted as a result
of the Reorganization.
|
•
|
The terms and conditions of each of the Reorganization Agreements.
|
•
|
The fact that VALIC or its affiliates will pay the expenses incurred in connection with the Reorganization, including all
direct and indirect expenses and out-of-pocket costs other than any transaction costs relating to the sale of each Target Fund’s portfolio securities prior to or after the Reorganization as described in the respective Reorganization
Agreement. No shareholder would incur any sales charge, commission, redemption fee or other transactional fee as a result of the change of investment resulting from the Reorganization.
|
•
|
The estimated brokerage commission and other portfolio transaction costs relating to the realignment of the Target Fund’s
portfolio prior to the applicable Reorganization. It was noted that many of the portfolio holdings of each Target Fund would be sold before the Reorganization would be completed.
|
•
|
The fact that the Acquiring Fund will assume all of the liabilities of the Target Funds.
|
•
|
The possible alternatives to the Reorganization.
|
•
|
The Reorganization may result in some potential benefits to VALIC, including but not limited to cost savings, resulting from
managing one Combined Fund rather than three separate Funds because the fixed costs involved with operating the Combined Fund will be spread across a larger asset base following the Reorganization. The Board also considered the
Reorganization’s anticipated impact on VALIC’s profitability.
|
•
|
No gain or loss will be recognized by the Target Fund or by the Acquiring Fund upon the transfer of all of the assets of the
Target Fund to the Acquiring Fund solely in exchange for the shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund; or upon the distribution of the shares of the Acquiring Fund
by the Target Fund to its shareholders in the subsequent termination of the Target Fund.
|
•
|
No gain or loss will be recognized by a shareholder of the Target Fund that exchanges all of its shares of the Target Fund
solely for the shares of the Acquiring Fund pursuant to the Reorganization.
|
•
|
The tax basis of the shares of the Acquiring Fund received by a shareholder of the Target Fund pursuant to the Reorganization
(including any fractional share) will be the same as the tax basis of the shares of the Target Fund surrendered in exchange therefor.
|
•
|
The holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund pursuant to the
Reorganization (including any fractional share) will include the holding period of the shares of the Target Fund surrendered in exchange therefor.
|
•
|
The Acquiring Fund’s tax basis in assets of the Target Fund received by the Acquiring Fund pursuant to the Reorganization will,
in each instance, equal the tax basis of such assets in the hands of the Target Fund immediately prior to the Reorganization increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Target Fund upon
the transfer, and the Acquiring Fund’s holding period for such assets will, in each instance, include the period during which the assets were held by the Target Fund except for any assets which may be marked to market for federal income
taxes on the termination of the Target Fund’s taxable year or on which gain was recognized upon the transfer to the Acquiring Fund.
|
|
Net Assets:
|
| |
$226,119,016
|
|
|
Shares Outstanding:
|
| |
21,797,076
|
|
|
Net Assets Per Share:
|
| |
$10.37
|
|
|
Net Assets:
|
| |
$131,228,748
|
|
|
Shares Outstanding:
|
| |
9,370,415
|
|
|
Net Assets Per Share:
|
| |
$14.00
|
|
|
Net Assets:
|
| |
$314,844,685
|
|
|
Shares Outstanding:
|
| |
19,079,241
|
|
|
Net Assets Per Share:
|
| |
$16.50
|
|
|
Net Assets:
|
| |
$540,963,701
|
|
|
Shares Outstanding:
|
| |
32,781,804
|
|
|
Net Assets Per Share:
|
| |
$16.50
|
|
|
Net Assets:
|
| |
$446,073,433
|
|
|
Shares Outstanding:
|
| |
27,031,559
|
|
|
Net Assets Per Share:
|
| |
$16.50
|
|
|
Net Assets:
|
| |
$672,192,449
|
|
|
Shares Outstanding:
|
| |
40,734,122
|
|
|
Net Assets Per Share:
|
| |
$16.50
|
|
Name
|
| |
Address
|
| |
%
|
VALIC Separate Account A
|
| |
2929 Allen Parkway
Houston, Texas 77019
|
| |
99.24%
|
Name
|
| |
Address
|
| |
%
|
VALIC Separate Account A
|
| |
2929 Allen Parkway
Houston, Texas 77019
|
| |
88.35%
|
Moderate Growth Lifestyle Fund, a series of VC II
|
| |
2929 Allen Parkway
Houston, Texas 77019
|
| |
5.19%
|
Name
|
| |
Address
|
| |
%
|
VALIC Separate Account A
|
| |
2929 Allen Parkway
Houston, Texas 77019
|
| |
91.81%
|
By:
|
| |
|
| |
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|
| |
Name:
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| |
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| |
Title:
|
| |
|
By:
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| |
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| |
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| |
Name:
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| |
|
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| |
Title:
|
| |
|
By:
|
| |
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| |
|
|
| |
Name:
|
| |
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|
| |
Title:
|
| |
|
|
| |
(x)
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| |
|
| | |
|
| |
(y)
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| |
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| | |
|
| |
(z)
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| | |
|
| |
(aa)
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|
| |
(bb)
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| |
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| | |
|
| |
(cc)
|
| |
|
| | |
|
| |
(dd)
|
| |
|
| | |
|
| |
(ee)
|
| |
|
| |
Form of Articles of Amendment to the Articles of Incorporation, effective September 28, 2016. Incorporated herein by reference to Post-Effective Amendment No. 74 to the Registrant’s Form N-1A registration statement filed with the Securities and Exchange Commission on September 23, 2016 (File No. 2-83631).
|
|
| |
(ff)
|
| |
|
| | |
|
| |
(gg)
|
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|
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(hh)
|
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|
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(ii)
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| | |
|
| |
(jj)
|
| |
|
| | |
|
| |
(kk)
|
| |
|
| |
|
| |
VALIC Company I, on behalf of Mid Cap Strategic Growth Fund
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ John T. Genoy
|
|
| |
|
| |
John T. Genoy
|
|
| |
President
|
|
Signature
|
| |
Title
|
| |
Date
|
| ||||||||||||||||||||||
|
| |
|
| |
|
| ||||||||||||||||||||||
/s/ John T. Genoy
|
| |
President (Principal Executive Officer)
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
John T. Genoy
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
/s/ Gregory R. Kingston
|
| |
Treasurer (Principal Financial and Accounting Officer)
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Gregory R. Kingston
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Thomas J. Brown
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Judith Craven
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Yvonne Montgomery Curl
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| ||||||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Timothy J. Ebner
|
|||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Peter A. Harbeck
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Kenneth J. Lavery
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
Eric S. Levy
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*
|
| |
Director
|
| |
January 15, 2021
|
| ||||||||||||||||||||||
John E. Maupin, Jr.
|
| ||||||||||||||||||||||||||||
|
| |
|
| |
|
| |
|
| |||||||||||||||||||
*By:
|
| |
/s/ Christopher J. Tafone
|
| |
|
| |
January 15, 2021
|
| |||||||||||||||||||
|
| |
Christopher J. Tafone
Attorney-in-Fact
|
| |
|
| |
|
Ex. Number
|
| |
Description
|
| |
Opinion and consent of Venable LLP, special counsel for the Registrant
|
|
| |
Form of tax opinion and consent of Willkie Farr & Gallagher LLP, tax
counsel for the Registrant, for Mid Cap Growth Fund
|
|
| |
Form of tax opinion and consent of Willkie Farr & Gallagher LLP, tax
counsel for the Registrant, for Small-Mid Growth Fund
|
|
| |
Consent of PricewaterhouseCoopers LLP, independent registered public
accounting firm for the Registrant
|
|
| |
Form of Proxy Card
|
|
| |
Form of Voting Instruction Card
|
|
| |
Form of Voting Instruction Card/Group Authorization Card
|
|
| |
Form of Voting Instruction Card/Group Authorization Card (403(b))
|
|
787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
|
787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
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