UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
Application for Deregistration of Certain Registered Investment Companies
| I. | General Identifying Information |
| 1. | Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): |
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
On November 29, 2019, after close of business, AGL SEPARATE ACCOUNT VA-2 was merged into AGL Separate Account D.
| 2. | Name of fund: AGL SEPARATE ACCOUNT VA-2 |
| 3. | Securities and Exchange Commission File No.: 811-01990 |
| 4. | Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? |
Initial Application [X] Amendment
| 5. | Address of Principal Executive Office (include No. & Street, City, State, Zip Code): |
American General Life Insurance Company
2727-A Allen Parkway, Houston, Texas 77019
| 6. | Name, address, and telephone number of individual the Commission staff should contact with any questions regarding this form: |
Lucia Williams
American General Life Insurance Company
21650 Oxnard Street, Suite 750
Woodland Hills, California 91367
lucia.williams@aig.com
310-772-6307
| 7. | Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: |
American General Life Insurance Company
2727-A Allen Parkway, Houston, Texas 77019
or at the Company’s Annuity Service Center
1050 N. Western Street, Amarillo, Texas 79106
(800) 871-2000
| 8. | Classification of fund (check only one): |
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[ ] Management company;
[X] Unit investment trust; or
[ ] Face-amount certificate company.
| 9. | Subclassification if the fund is a management company (check only one): Not applicable. |
[ ] Open-end [ ] Closed-end
| 10. | State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): Texas |
| 11. | Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated: |
Not applicable. The separate account is organized as a unit investment trust and there is no investment adviser for the separate account.
| 12. | Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated: |
AIG Capital Services, Inc. - 21650 Oxnard Street, Suite 750, Woodland Hills, CA 91367
AIG Capital Services, Inc. - Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4922
SunAmerica Capital Services, Inc. - Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4922
| 13. | If the fund is a unit investment trust (“UIT”) provide: |
(a) Depositor’s name(s) and address(es):
American General Life Insurance Company
2727-A Allen Parkway, Houston, Texas 77019
(b) Trustee’s name(s) and address(es):
Not applicable
| 14. | Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)? |
[ ] Yes [X ] No
If Yes, for each UIT state:
Name(s):
File No: 811-____________
Business Address:
| 15. | (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration? |
[ ] Yes [X] No
If Yes, state the date on which the board vote took place:
If No, explain: The separate account is organized as a unit investment trust and does not have a board of directors or trustees. However, the board of directors of the separate account’s depositor, American General Life Insurance Company, approved the merger by resolution on September 25, 2019.
| (b) | Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation |
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| or Abandonment of Registration? |
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain: The separate account is organized as a unit investment trust. Accordingly, no shareholder approval is necessary.
| II. | Distributions to Shareholders |
| 16. | Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? |
[ ] Yes [X] No
| (a) | If yes, list the date(s) on which the fund made those distributions: |
| (b) | Were the distributions made on the basis of net assets? |
[ ] Yes [ ] No
| (c) | Were the distributions made pro rata based on share ownership? |
[ ] Yes [ ] No
| (d) | If no to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated: |
| (e) | Liquidations only: |
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:
| 17. | Closed-end funds only |
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:
| 18. | Has the fund distributed all of its assets to the fund’s shareholders? |
[ ] Yes [X] No
All the separate account’s assets were merged with and into the surviving separate account,
AGL Separate Account D.
If No,
(a) How many shareholders does the fund have as of the date this form is filed? None.
(b) Describe the relationship of each remaining shareholder to the fund: Not applicable.
| 19. | Are there any shareholders who have not yet received distributions in complete liquidation of their interests? |
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[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:
| III. | Assets and Liabilities |
| 20. | Does the fund have any assets as of the date this form is filed? |
(See question 18 above)
[ ] Yes [X] No
If Yes,
| (a) | Describe the type and amount of each asset retained by the fund as of the date this form is filed: |
| (b) | Why has the fund retained the remaining assets? |
| (c) | Will the remaining assets be invested in securities? |
[ ] Yes [ ] No
| 21. | Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities? |
[ ] Yes [X] No
If Yes,
| (a) | Describe the type and amount of each debt or other liability: |
| (b) | How does the fund intend to pay these outstanding debts or other liabilities? |
| IV. | Information About Event(s) Leading to Request for Deregistration |
| 22. | (a) List the expenses incurred in connection with the Merger or Liquidation: |
| (i) | Legal expenses: Less than $5,000 |
| (ii) | Accounting expenses: Less than $5,000 |
| (iii) | Other expenses (list and identify separately): Not applicable. |
| (iv) | Total expenses (sum of lines (i)-(iii) above): Less than $10,000 |
All expenses relating to the merger were borne by the separate account’s depositor, American General Life Insurance Company. The separate account did not bear any expenses.
| (b) | How were those expenses allocated? Not applicable. |
| (c) | Who paid these expenses? American General Life Insurance Company |
| (d) | How did the fund pay for unamortized expenses (if any)? Not applicable. |
| 23. | Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation? |
[ ] Yes [X] No
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If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:
| V. | Conclusion of Fund Business |
| 24. | Is the fund a party to any litigation or administrative proceeding? |
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:
| 25. | Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs? |
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
| VI. | Mergers Only |
| 26. (a) | State the name of the fund surviving the Merger: AGL Separate Account D |
| (b) | State the Investment Company Act file number of the fund surviving the Merger: 811-02441 |
| (c) | If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed: Due to the nature of the transaction, there is no merger agreement. Attached as Exhibit A is the Board Resolution of the Depositor authorizing the merger. |
| (d) | If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form. Not applicable. |
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of AGL Separate Account VA-2 (ii) he is the Senior Vice President and Life Controller of American General Life Insurance Company, the depositor of the AGL Separate Account VA-2 and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his or her knowledge, information and belief.
| /s/ | CRAIG A. ANDERSON
| |
| Craig A. Anderson | ||
| Senior Vice President and Life Controller | ||
| American General Life Insurance Company |
EXHIBIT INDEX
| Exhibit A | Resolutions Regarding Approval of Mergers of Separate Accounts |
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AMERICAN GENERAL LIFE INSURANCE COMPANY
SECRETARY’S CERTIFICATE
I, Julie Cotton Hearne, being the duly elected Vice President and Secretary of AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas insurance corporation (the “Company”), do hereby certify that by virtue of my office, I have custody of the original records of the Company, and that at a meeting of the Board of Directors of the Company on September 25, 2019, the resolutions attached hereto as Exhibit A, were duly adopted, and have not been amended, modified, superseded or revised as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name on behalf of said Company this 21st day of October, 2019.
| /s/ Julie Cotton Hearne |
| Julie Cotton Hearne |
| Vice President and Secretary |
| American General Life Insurance Company |
EXHIBIT A
Resolutions
AMERICAN GENERAL LIFE INSURANCE COMPANY
(the “Company”)
RESOLUTIONS REGARDING APPROVAL OF MERGERS
OF SEPARATE ACCOUNTS
WHEREAS, from time to time, the Company has established separate accounts in connection with the variable insurance contracts issued by the Company (the “Separate Accounts”), and as a result, there a number of separate accounts on its books of the Company; and
WHEREAS, management deems it in the best interest of the Company to merge and/or reorganize certain variable separate accounts, the result of which mergers or reorganizations would, among other things, reduce costs, duplications and inefficiencies associated with maintaining multiple Separate Accounts, each with its own recordkeeping, auditing and reporting requirements; and
WHEREAS, management has identified certain Separate Accounts and proposes to merge or reorganize, such accounts as set forth on the attached Exhibit A.
NOW, THEREFORE, BE IT RESOLVED THAT, the Board does hereby approve and authorized the merger, combination or reorganization of any and/or all of the Company’s Separate Accounts that support variable insurance products issued by the Company, as any officer of the Company shall deem necessary or appropriate for the efficient administration of the Separate Accounts; and be it
FURTHER RESOLVED, that the appropriate officers of the Company be and they each hereby are authorized and instructed to take any and all actions necessary to effect the merger and reorganization transactions contemplated by resolutions, including but not limited to, the filing of any registration statement and amendments thereto with the Securities and Exchange Commission, the execution of and filing of any applications for exemption or approval, the execution of any and all required underwriting agreements, state regulatory filings, Blue Sky filings, policy filings, and to execute any and all other documents that may be required by any Federal, state or local regulatory agency in order to operate the separate account.
FURTHER RESOLVED, that all prior resolutions and authorizations of the Board of the Company with respect to the surviving separate accounts remain in full force and effect.
FURTHER RESOLVED, that all lawful actions heretofore taken by any officer, employee or authorized representative of the Company in connection with the subject matter of these resolutions be, and they hereby are, ratified and approved in all respects.
EXHIBIT A
Chart of Mergers
SEPARATE ACCOUNT MERGERS
| List of Current Variable Separate Accounts Proposed for Merger/Reorganization |
Surviving Separate Accounts Post Merger/Reorganization | |
| Variable Annuity Account One | Variable Separate Account | |
| Variable Annuity Account Two | ||
| Variable Annuity Account Four | ||
| AG Separate Account A | Separate Account D | |
| Separate Account A | ||
| Separate Account VA-1 | ||
| Separate Account VA-2 | ||
| Separate Account VUL | Variable Separate Account VL-R | |
| Separate Account II | ||
| Separate Account VUL - 2 | ||