• | 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 Genoy | |
| | John 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” or the “Company”), on behalf of its series, Core Equity Fund, and VC I, on behalf of its series, Systematic Core Fund (the “Acquiring Fund”); and (ii) a Reorganization Agreement between VC I, on behalf of its series, Large Cap Core Fund, and VC I, on behalf of the Acquiring Fund. The Core Equity Fund and the Large Cap Core 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 Company. |
Q: | How does the Board of Directors of VC I suggest that I vote? |
A: | After careful consideration, the Board of Directors of VC I (the “Board”) has 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. The Board has determined that shareholders of the relevant Target Fund may benefit from, among other things, the following: |
(i) | Shareholders of each 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. The shareholder services available to you after the applicable Reorganization will be identical. |
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 subadviser for the Core Equity Fund is BlackRock Investment Management, LLC, the subadviser of Large Cap Core Equity Fund is Columbia Management Investment Advisers, LLC, and the subadviser for the Acquiring Fund is Goldman Sachs Asset Management L.P. (“GSAM”). It is anticipated that GSAM will continue to serve as subadviser to the Acquiring Fund following the completion of the Reorganizations. |
Q: | How will the Reorganizations affect Fund expenses? |
A: | Following the Reorganizations, the net operating expense ratio of the combined fund is expected to be lower than the current net operating expense ratio of each Target Fund, and the gross operating expense ratio of the combined fund is expected to be lower than the current gross operating expense ratio of the Core Equity Fund, but slightly higher than the current gross operating expense ratio of the Large Cap Core 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 Board may consider alternatives. |
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 at the special meeting, or as described below. Please see “Instructions for Signing Voting Instruction 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. |
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. |
3. | All Other Accounts: The capacity of the individual signing the voting instruction 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 Systematic Core 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 Systematic Core 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 [•] (the “Reorganization SAI”), relating to this Combined Prospectus/Proxy Statement; and |
• | the VC I Prospectus and Statement of Additional Information (the “VC I SAI”), each dated October 1, 2020, containing additional information about each of the Funds |
• | the Summary Prospectus of the Acquiring Fund dated October 1, 2020 (the “Acquiring Fund Summary Prospectus”) |
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 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 the Core Equity Fund and is higher than the current advisory fee rate paid by Large Cap Core Fund. |
• | The expectation that the Combined Fund will have net annual operating expenses below those of each Target Fund and the Acquiring Fund. |
• | The Acquiring Fund will be the survivor of each Reorganization for accounting and performance purposes. |
• | The personnel of VALIC and the Subadviser 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 Reorganizations, and the Subadviser of the Acquiring Fund will continue to serve as subadviser to the Combined Fund after the Reorganizations. The Reorganizations are not expected to result in diminution in the level or quality of services that each Target Fund’s 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 Core Equity Fund for the one-year period ended December 31, 2019 but underperformed the Large Cap Core Fund for the one-year period ended December 31, 2019; outperformed each Target Fund for the five-year period ended December 31, 2019; and underperformed each Target Fund for the ten-year period ended December 31, 2019. While not predictive of future results, the 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 possible alternatives to the Reorganization. |
• | The estimated brokerage commission and other portfolio transaction costs relating to the realignment of each 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 Reorganizations 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 Reorganizations. The Board also considered the Reorganization’s anticipated impact on VALIC’s profitability. |
| Core Equity Fund | | | Acquiring Fund | |
| ■The Fund invests primarily in quality large-cap companies with long-term growth potential. ■Important characteristics of such companies include: a strong management team, a leadership position within an industry, a globally competitive focus, a strong balance sheet and a high return on equity. | | | ■The Fund seeks to achieve a higher risk-adjusted performance than the Russell 1000® Index over the long term through a proprietary selection process employed by the Acquiring Fund’s Subadviser. As of June 30, 2020, the median market capitalization of a company in the Russell 1000® Index was approximately $10 billion and the dollar-weighted average capitalization of the companies in the Russell 1000® Index was approximately $348 billion. ■The Acquiring Fund uses a rules-based methodology that emphasizes quantitatively-based stock selection and portfolio construction and efficient implementation. The Acquiring Fund seeks to capture common sources of active equity returns, including the following factors: value (i.e., how attractively a stock is priced relative to its “fundamentals,” such as book value and free cash flow), momentum (i.e., whether a company’s share price is trending up or down), quality (i.e., profitability) and low volatility (i.e., a relatively low degree of fluctuation in a company’s share price over time). | |
| ■The Fund invests, under normal circumstances, at least 80% of net assets, at the time of purchase, in equity securities, consisting primarily of common stocks. | | | ■The Fund does not have a comparable strategy. | |
| ■The Fund is diversified. | | | ■The Fund is diversified. | |
| ■The Fund may also engage in frequent and active trading of portfolio securities. | | | ■The Fund does not have a comparable strategy. | |
| Large Cap Core Fund | | | Acquiring Fund | |
| ■The Fund invests at least 80% of net assets in the common stocks of large-cap U.S. companies. ■The Fund invests in equity securities of U.S. companies that have large market capitalizations (generally over $2 billion) that the Subadviser believes are undervalued and have the potential for long-term growth and current income. | | | ■The Fund seeks to achieve a higher risk-adjusted performance than the Russell 1000® Index over the long term through a proprietary selection process employed by the Acquiring Fund’s Subadviser. As of June 30, 2020, the median market capitalization of a company in the Russell 1000® Index was approximately $10 billion and the dollar-weighted average capitalization of the companies in the Russell 1000® Index was approximately $348 billion. ■The Acquiring Fund uses a rules-based methodology that emphasizes quantitatively-based stock selection and portfolio construction and efficient implementation. The Acquiring Fund seeks to capture common sources of active equity returns, including the following factors: value (i.e., how attractively a stock is priced relative to its “fundamentals,” such as book value and free cash flow), momentum (i.e., whether a company’s share price is trending up or down), quality (i.e., profitability) and low volatility (i.e., a relatively low degree of fluctuation in a company’s share price over time). | |
| ■The Fund may invest up to 20% of its assets in foreign securities, including depositary receipts. | | | ■The Fund does not have a comparable strategy. | |
| ■The Fund is diversified. | | | ■The Fund is diversified. | |
• | Value: The value measurement is a composite of three valuation measures, which consist of book value-to-price, sales-to-price and free cash flow-to-price (earnings-to-price ratios are used for financial stocks or where free cash flow data are not available). |
• | Momentum: The momentum measurement is based on beta- and volatility-adjusted daily returns over an 11-month period ending one month prior to the rebalance date. |
• | Quality: The quality measurement is gross profit divided by total assets or return on equity for financial stocks or when gross profit is not available. |
• | Low Volatility: The volatility measurement is defined as the inverse of the standard deviation of past 12-month daily total stock returns. |
• | 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 | | | | |||||
| | | Core Equity 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 | | | 0.80% | | | 0.75% | | | 0.75% | |
| Other Expenses | | | 0.13% | | | 0.24% | | | 0.15%3 | |
| Total Annual Fund Operating Expenses | | | 0.93% | | | 0.99% | | | 0.90% | |
| Fee Waivers and/or Expense Reimbursements | | | -0.18%1 | | | -0.22%2 | | | -0.22%4 | |
| Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | | | 0.75%1 | | | 0.77%2 | | | 0.68%4 | |
1 | 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 0.62% of average monthly assets on the first $250 million, 0.57% on the next $250 million, 0.52% on the next $500 million and 0.47% thereafter. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
2 | The Acquiring 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 Acquiring Fund to VALIC equals 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
3 | Other Expenses are based on estimated amounts for the current fiscal year. |
4 | The Combined 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 Combined Fund to VALIC equals 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
* | Pro Forma Combined Fund assumes the Reorganization of only the Core Equity Fund into the Acquiring Fund. |
| | | Actual | | | | |||||
| | | Large Cap Core 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 | | | 0.70% | | | 0.75% | | | 0.75% | |
| Other Expenses | | | 0.15% | | | 0.24% | | | 0.16%3 | |
| Total Annual Fund Operating Expenses | | | 0.85% | | | 0.99% | | | 0.91% | |
| Fee Waivers and/or Expense Reimbursements | | | -0.07%1 | | | -0.22%2 | | | -0.22%4 | |
| Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | | | 0.78%1 | | | 0.77%2 | | | 0.69%4 | |
1 | Effective on September 1, 2020, 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 0.63% on the first $250 million of the Target Fund’s average monthly net assets, 0.58% on the next $250 million of the Target Fund’s average monthly net assets, 0.53% on the next $500 million of the Target Fund’s average monthly net assets and 0.48% on average monthly net assets over $1 billion. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. VALIC may not recoup any advisory fees waived with respect to the Target Fund pursuant to this Fee Waiver Agreement. |
2 | The Acquiring 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 Acquiring Fund to VALIC equals 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
3 | Other Expenses are based on estimated amounts for the current fiscal year. |
4 | The Combined 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 Combined Fund to VALIC equals 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
* | Pro Forma Combined Fund assumes the Reorganization of only the Large Cap Core Fund into the Acquiring Fund. |
| | | Actual | | | | ||||||||
| | | Core Equity Fund (Target Fund) | | | Large Cap Core 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 | | | 0.80% | | | 0.70% | | | 0.75% | | | 0.75% | |
| Other Expenses | | | 0.13% | | | 0.15% | | | 0.24% | | | 0.14%4 | |
| Total Annual Fund Operating Expenses | | | 0.93% | | | 0.85% | | | 0.99% | | | 0.89% | |
| Fee Waivers and/or Expense Reimbursements | | | -0.18%1 | | | -0.07%2 | | | -0.22%3 | | | -0.22%5 | |
| Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | | | 0.75%1 | | | 0.78%2 | | | 0.77%3 | | | 0.67%5 | |
1 | 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 0.62% of average monthly assets on the first $250 million, 0.57% on the next $250 million, 0.52% on the next $500 million and 0.47% thereafter. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
2 | Effective on September 1, 2020, 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 0.63% on the first $250 million of the Target Fund’s average monthly net assets, 0.58% on the next $250 million of the Target Fund’s average monthly net assets, 0.53% on the next $500 million of the Target Fund’s average monthly net assets and 0.48% on average monthly net assets over $1 billion. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. VALIC may not recoup any advisory fees waived with respect to the Target Fund pursuant to this Fee Waiver Agreement. |
3 | The Acquiring 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 Acquiring Fund to VALIC equals 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
4 | Other Expenses are based on estimated amounts for the current fiscal year. |
5 | The Combined 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 Combined Fund to VALIC equals 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
* | Pro Forma Combined Fund assumes the Reorganization of each of the Large Cap Core Fund and the Core Equity Fund into the Acquiring Fund. |
| | 1 Year | | | 3 Years | | | 5 Years | | | 10 Years | |
Core Equity Fund | | | $77 | | | $278 | | | $497 | | | $1,127 |
Acquiring Fund | | | $79 | | | $293 | | | $526 | | | $1,193 |
Pro Forma Combined Fund* | | | $69 | | | $265 | | | $477 | | | $1,088 |
* | Pro Forma Combined Fund assumes the Reorganization of only the Core Equity Fund into the Acquiring Fund. |
| | 1 Year | | | 3 Years | | | 5 Years | | | 10 Years | |
Large Cap Core Fund | | | $80 | | | $264 | | | $465 | | | $1,043 |
Acquiring Fund | | | $79 | | | $293 | | | $526 | | | $1,193 |
Pro Forma Combined Fund* | | | $70 | | | $268 | | | $482 | | | $1,099 |
* | Pro Forma Combined Fund assumes the Reorganization of only the Large Cap Core Fund into the Acquiring Fund. |
| | 1 Year | | | 3 Years | | | 5 Years | | | 10 Years | |
Core Equity Fund | | | $77 | | | $278 | | | $497 | | | $1,127 |
Large Cap Core Fund | | | $80 | | | $264 | | | $465 | | | $1,043 |
Acquiring Fund | | | $79 | | | $293 | | | $526 | | | $1,193 |
Pro Forma Combined Fund* | | | $68 | | | $262 | | | $472 | | | $1,076 |
* | Pro Forma Combined Fund assumes the Reorganization of each of the Core Equity Fund and the Large Cap Core Fund into the Acquiring Fund. |
| | | Core Equity Fund | | | Acquiring Fund | | |||||||
| Principal Risks | | | ■ | | | Equity Securities Risk | | | ■ | | | Disciplined Strategy Risk | |
| | | ■ | | | Growth Style Risk | | | ■ | | | Equity Securities Risk | | |
| | | ■ | | | Large-Cap Companies Risk | | | ■ | | | Factor-Based Investing Risk | | |
| | | ■ | | | Management Risk | | | ■ | | | Large-Cap Companies Risk | | |
| | | ■ | | | Market Risk | | | ■ | | | Management Risk | | |
| | | ■ | | | Securities Lending Risk | | | ■ | | | Market Risk | | |
| | | | | | | ■ | | | Securities Lending Risk | |
| | | Large Cap Core Fund | | | Acquiring Fund | | |||||||
| Principal Risks | | | ■ | | | Currency Risk | | | ■ | | | Disciplined Strategy Risk | |
| | | ■ | | | Depositary Receipts Risk | | | ■ | | | Equity Securities Risk | | |
| | | ■ | | | Equity Securities Risk | | | ■ | | | Factor-Based Investing Risk | | |
| | | ■ | | | Foreign Investment Risk | | | ■ | | | Large-Cap Companies Risk | | |
| | | ■ | | | Growth Stock Risk | | | ■ | | | Management Risk | | |
| | | ■ | | | Large-Cap Companies Risk | | | ■ | | | Market Risk | | |
| | | ■ | | | Management Risk | | | ■ | | | Securities Lending Risk | | |
| | | ■ | | | Market Risk | | | ■ | | | Sector Risk | | |
| | | ■ | | | Securities Lending Risk | | | ■ | | | Value Style Risk | |
| | | Core Equity Fund | | | Acquiring Fund | | |||||||
| Principal Risks | | | ■ | | | Equity Securities Risk | | | ■ | | | Disciplined Strategy Risk | |
| | | ■ | | | Growth Style Risk | | | ■ | | | Equity Securities Risk | | |
| | | ■ | | | Large-Cap Companies Risk | | | ■ | | | Factor-Based Investing Risk | | |
| | | ■ | | | Management Risk | | | ■ | | | Large-Cap Companies Risk | | |
| | | ■ | | | Market Risk | | | ■ | | | Management Risk | | |
| | | ■ | | | Securities Lending Risk | | | ■ | | | Market Risk | | |
| | | ■ | | | Securities Lending Risk | | | | | | |||
| Non-Principal Risks | | | ■ | | | Convertible Securities Risk | | | None | | |||
| | | ■ | | | Derivatives Risk | | | | | | |||
| | | ■ | | | Depositary Receipts Risk | | | | | | |||
| | | ■ | | | Foreign Investment Risk | | | | | | |||
| | | ■ | | | Investment Company Risk | | | | | | |||
| | | ■ | | | Preferred Stock Risk | | | | | |
| | | Large Cap Core Fund | | | Acquiring Fund | | |||||||
| Principal Risks | | | ■ | | | Currency Risk | | | ■ | | | Disciplined Strategy Risk | |
| | | ■ | | | Depositary Receipts Risk | | | ■ | | | Equity Securities Risk | | |
| | | ■ | | | Equity Securities Risk | | | ■ | | | Factor-Based Investing Risk | | |
| | | ■ | | | Foreign Investment Risk | | | ■ | | | Large-Cap Companies Risk | | |
| | | ■ | | | Growth Stock Risk | | | ■ | | | Management Risk | | |
| | | ■ | | | Large-Cap Companies Risk | | | ■ | | | Market Risk | | |
| | | ■ | | | Management Risk | | | ■ | | | Securities Lending Risk | | |
| | | ■ | | | Market Risk | | | | | | |||
| | | ■ | | | Sector Risk | | | | | | |||
| | | ■ | | | Securities Lending Risk | | | | | | |||
| | | ■ | | | Value Style Risk | | | | | | |||
| Non-Principal Risks | | | ■ | | | Convertible Securities Risk | | | None | | |||
| | | ■ | | | Cybersecurity Risk | | | | | | |||
| | | ■ | | | Derivatives Risk | | | | | | |||
| | | ■ | | | Junk Bond Risk | | | | | | |||
| | | ■ | | | Preferred Stock Risk | | | | | | |||
| | | ■ | | | Unseasoned Issuer Risk | | | | | |
| | 1 Year | | | 5 Years | | | 10 Years | |
Core Equity Fund | | | 28.54% | | | 9.92% | | | 11.96% |
Russell 1000® Index (reflects no deduction for fees, expenses or taxes) | | | 31.43% | | | 11.48% | | | 13.54% |
| | 1 Year | | | 5 Years | | | 10 Years | |
Large Cap Core Fund | | | 32.58% | | | 10.46% | | | 13.26% |
Russell 1000® Index (reflects no deduction for fees, expenses or taxes) | | | 31.43% | | | 11.48% | | | 13.54% |
| | 1 Year | | | 5 Years | | | 10 Years | |
Acquiring Fund | | | 30.63% | | | 10.61% | | | 11.80% |
Russell 1000® Index (reflects no deduction for fees, expenses or taxes) | | | 31.43% | | | 11.48% | | | 13.54% |
S&P 500® Index (reflects no deduction for fees, expenses or taxes) | | | 31.49% | | | 11.70% | | | 13.56% |
Fund | | | Average monthly net asset value | | | Advisory Fee Rate |
Core Equity Fund* | | | First $250 million | | | 0.80% |
| | Next $250 million | | | 0.75% | |
| | Next $500 million | | | 0.70% | |
| | Over $1 billion | | | 0.65% | |
Large Cap Core Fund** | | | First $250 million | | | 0.70% |
| | Next $250 million | | | 0.65% | |
| | Next $500 million | | | 0.60% | |
| | Over $1 billion | | | 0.55% | |
Acquiring Fund*** | | | First $500 million | | | 0.750% |
| | Over $500 million | | | 0.725% |
* | 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 0.62% of average monthly assets on the first $250 million, 0.57% on the next $250 million, 0.52% on the next $500 million and 0.47% thereafter. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
** | Effective on September 1, 2020, 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 0.63% on the first $250 million of the Fund’s average monthly net assets, 0.58% on the next $250 million of the Fund’s average monthly net assets, 0.53% on the next $500 million of the Fund’s average monthly net assets and 0.48% on average monthly net assets over $1 billion. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. VALIC may not recoup any advisory fees waived with respect to the Fund pursuant to this Fee Waiver Agreement. |
*** | The Acquiring 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 0.53% of average monthly assets on the first $500 million and 0.505% of average monthly assets over $500 million. This agreement may be modified or discontinued prior to such time only with the approval of the Board, including a majority of the Independent Directors. |
Fund | | | Fee |
Core Equity Fund* | | | 0.62% |
Large Cap Core Fund* | | | 0.70% |
Acquiring Fund* | | | 0.73% |
• | 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 | | | $20.35 | | | $22.23 | | | $20.70 | | | $18.44 | | | $19.70 |
Income (loss) from investment operations: | | | | | | | | | | | |||||
Net investment income (loss)(d) | | | 0.18 | | | 0.21 | | | 0.19 | | | 0.20 | | | 0.20 |
Net realized and unrealized gain(loss) on investments and foreign currencies | | | 2.68 | | | 0.43 | | | 2.34 | | | 2.94 | | | (0.34) |
Total income (loss) from investment operations | | | 2.86 | | | 0.64 | | | 2.53 | | | 3.14 | | | (0.14) |
Distributions from: | | | | | | | | | | | |||||
Net investment income | | | (0.24) | | | (0.21) | | | (0.21) | | | (0.24) | | | (0.24) |
Net realized gain on securities | | | (2.40) | | | (2.31) | | | (0.79) | | | (0.64) | | | (0.88) |
Total distributions | | | (2.64) | | | (2.52) | | | (1.00) | | | (0.88) | | | (1.12) |
Net asset value at end of period | | | $20.57 | | | $20.35 | | | $22.23 | | | $20.70 | | | $18.44 |
TOTAL RETURN(a) | | | 15.08% | | | 2.87% | | | 12.17% | | | 17.22% | | | 0.08% |
RATIOS/SUPPLEMENTAL DATA | | | | | | | | | | | |||||
Ratio of expenses to average net assets(b) | | | 0.85% | | | 0.85% | | | 0.85% | | | 0.85% | | | 0.85% |
Ratio of expenses to average net assets(c) | | | 0.99% | | | 0.92% | | | 0.90% | | | 0.91% | | | 0.91% |
Ratio of expense reductions to average net assets | | | 0.00% | | | 0.00% | | | 0.00% | | | 0.00% | | | 0.00% |
Ratio of net investment income (loss) to average net assets(b) | | | 0.85% | | | 0.95% | | | 0.88% | | | 1.03% | | | 1.08% |
Ratio of net investment income (loss) to average net assets(c) | | | 0.71% | | | 0.88% | | | 0.83% | | | 0.97% | | | 1.02% |
Portfolio turnover rate | | | 98% | | | 44% | | | 43% | | | 34% | | | 33% |
Number of shares outstanding at end of period(000’s) | | | 5,963 | | | 5,774 | | | 5,767 | | | 5,822 | | | 6,176 |
Net assets at end of period (000’s) | | | $122,639 | | | $117,501 | | | $128,172 | | | $120,515 | | | $113,885 |
(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 the Core Equity Fund and is higher than the current advisory fee rate paid by Large Cap Core Fund. |
• | The expectation that the Combined Fund will have net annual operating expenses below those of each Target Fund and the Acquiring Fund. |
• | The Acquiring Fund will be the survivor of each Reorganization for accounting and performance purposes. |
• | The personnel of VALIC and the Subadviser 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 Reorganizations, and the Subadviser of the Acquiring Fund will continue to serve as subadviser to the Combined Fund after the Reorganizations. The Reorganizations are not expected to result in diminution in the level or quality of services that each Target Fund’s 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 Core Equity Fund for the one-year period ended December 31, 2019 but underperformed the Large Cap Core Fund for the one-year period ended December 31, 2019; outperformed |
• | 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 possible alternatives to the Reorganization. |
• | The estimated brokerage commission and other portfolio transaction costs relating to the realignment of each 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 Reorganizations 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 Reorganizations. 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: | | | $223,065,541 | |
| Shares Outstanding: | | | 11,267,453 | |
| Net Assets Per Share: | | | $19.80 | |
| Net Assets: | | | $174,700,173 | |
| Shares Outstanding: | | | 14,986,516 | |
| Net Assets Per Share: | | | $11.66 | |
| Net Assets: | | | $122,639,231 | |
| Shares Outstanding: | | | 5,963,169 | |
| Net Assets Per Share: | | | $20.57 | |
| Net Assets: | | | $345,704,772 | |
| Shares Outstanding: | | | 16,809,433 | |
| Net Assets Per Share: | | | $20.57 | |
| Net Assets: | | | $297,339,404 | |
| Shares Outstanding: | | | 14,457,732 | |
| Net Assets Per Share: | | | $20.57 | |
| Net Assets: | | | $520,404,945 | |
| Shares Outstanding: | | | 25,303,996 | |
| Net Assets Per Share: | | | $20.57 | |
Name | | | Address | | | % |
VALIC Separate Account A | | | 2929 Allen Parkway Houston, Texas 77019 | | | 99.86% |
Name | | | Address | | | % |
VALIC Separate Account A | | | 2929 Allen Parkway Houston, Texas 77019 | | | 81.05% |
Aggressive Growth Lifestyle Fund, a series of VC I | | | 2929 Allen Parkway Houston, Texas 77019 | | | 6.16% |
Moderate Growth Lifestyle Fund, a series of VC I | | | 2929 Allen Parkway Houston, Texas 77019 | | | 6.47% |
Name | | | Address | | | % |
VALIC Separate Account A | | | 2929 Allen Parkway Houston, Texas 77019 | | | 93.12% |
By: | | | | | ||
| | Name: | | | ||
| | Title: | | |
By: | | | | | ||
| | Name: | | | ||
| | Title: | | |
By: | | | | | ||
| | Name: | | | ||
| | Title: | | |
| | (w) | | | | | |||
| | (x) | | | | | |||
| | (y) | | | | | |||
| | (z) | | | | | |||
| | (aa) | | | | | |||
| | (bb) | | | | | |||
| | (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) | | | | | |||
| | (hh) | | | | | |||
| | (ii) | | | | | |||
| | (jj) | | | | |
| | VALIC Company I, on behalf of Systematic Core Fund | ||||
| | | | |||
| | By: | | | /s/ John T. Genoy | |
| | | | John T. Genoy President |
Signature | | | Title | | | Date | |||
| | | | | |||||
/s/ John T. Genoy | | | President (Principal Executive Officer) | | | November 20, 2020 | |||
John T. Genoy | | ||||||||
| | | | | | ||||
/s/ Gregory R. Kingston | | | Treasurer (Principal Financial and Accounting Officer) | | | November 20, 2020 | |||
Gregory R. Kingston | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Thomas J. Brown | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Yvonne Montgomery Curl | | | | | |||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Judith Craven | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Timothy J. Ebner | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Gustavo E. Gonzales, Jr. | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Peter A. Harbeck | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Kenneth J. Lavery | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
Eric S. Levy | | ||||||||
| | | | | | ||||
* | | | Director | | | November 20, 2020 | |||
John E. Maupin, Jr. | | ||||||||
| | | | | | ||||
*By: | | | /s/ Christopher J. Tafone | | | | | November 20, 2020 | |
| | Christopher J. Tafone Attorney-in-Fact | | | | |
Signature
|
Title
|
Date
|
||
/s/ Thomas J. Brown
|
Director
|
November 17, 2020
|
||
Thomas J. Brown
|
||||
/s/ Judith L. Craven
|
Director
|
November 17, 2020
|
||
Judith L. Craven
|
||||
/s/ Yvonne Montgomery Curl
|
Director
|
November 17, 2020
|
||
Yvonne Montgomery Curl
|
||||
/s/ Timothy J. Ebner
|
Director
|
November 17, 2020
|
||
Timothy J. Ebner
|
||||
/s/ Gustavo E. Gonzales, Jr.
|
Director
|
November 17, 2020
|
||
Gustavo E. Gonzales, Jr.
|
||||
/s/ Peter A. Harbeck
|
Director
|
November 17, 2020
|
||
Peter A. Harbeck
|
||||
/s/ Kenneth J. Lavery
|
Director
|
November 17, 2020
|
||
Kenneth J. Lavery
|
||||
/s/ Eric S. Levy
|
Director
|
November 17, 2020
|
||
Eric S. Levy
|
||||
/s/ John E. Maupin, Jr.
|
Director
|
November 17, 2020
|
||
John E. Maupin, Jr.
|
'0 0V]P>7)I9VAT($AE=VQE='0@
M4&%C:V%R9"P@,C P- !S9C,R !#$0 7?___S)@ !Y0 /V/___[
MH?___:( /; # =?_; $, 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! ?_ !$( 8 "H@,!(@ "$0$#$0'_Q ? !!0$!
M 0$! 0 0(#! 4&!P@)"@O_Q "U$ " 0,# @0#!04$! 7T!
M @, !!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F
M)R@I*C0U-CBBBM0"BBB@ HHHH **** "BBB
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MBBBF 4444 %%%% !1110 4444
'0 0V]P>7)I9VAT($AE=VQE='0@
M4&%C:V%R9"P@,C P- !S9C,R !#$0 7?___S)@ !Y0 /V/___[
MH?___:( /; # =?_; $, 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! ?_ !$( 8 "H@,!(@ "$0$#$0'_Q ? !!0$!
M 0$! 0 0(#! 4&!P@)"@O_Q "U$ " 0,# @0#!04$! 7T!
M @, !!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F
M)R@I*C0U-C*.>">-X9H9D6
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M"JQ\#[3O%'CF3P;KF@^'=.OK[Q-8IX7^'GB[XM:M]GU:Z;3K): _>6XUG1
M[31Y_$-UJNFVV@6VFR:S,O&W@SX<^&M6\:?$+Q=X8\">#M M7OM=\6>,M?TKPQX:T
M6RC^_>:MKNMW=CI>G6J9&^XO+J&)>[BERO\ F?\ 5O\ +\?6X?RP?\/V?^"O
MW_2O)^T]_P"#GXP__0T4?\/V?^"OW_2O)^T]_P"#GXP__0T5_3+XA_:'^ 'A
M'X=:1\7_ !7\
'0 0V]P>7)I9VAT($AE=VQE='0@
M4&%C:V%R9"P@,C P- !S9C,R !#$0 7?___S)@ !Y0 /V/___[
MH?___:( /; # =?_; $, 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$!
M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!
M 0$! 0$! 0$! 0$! 0$! ?_ !$( 8 "H@,!(@ "$0$#$0'_Q ? !!0$!
M 0$! 0 0(#! 4&!P@)"@O_Q "U$ " 0,# @0#!04$! 7T!
M @, !!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F
M)R@I*C0U-C*)- TU[JY]:_:<_8_^)/[6'[+_ .T+^S-\3_V@
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M\:>#?B%X;\)2:?I>N_T"?M;_ !\9_M _#CP[X/\ ^-OA]X.O/#_ (UTWQ-J
MGAWXO?!^U^._P2^*7ABUT#Q%H6H_##XK_"B?Q=X$.O\ A+47URR\06%WIOB?
M2=6\.>*_#'AK7+"2X6PN-/O?G7X=?L#>,/@K^QY\'/!5WX T?PS?_ !7OO#OA'QA??!3X:Z9XF\1+\-X_AE\"M!TK
MX>_L_P#AO_A+=8L/"-WX-\$WNLZKJL5IJ7VH ZK]DW]I:;]H#XO_ !K\6W_Q
M4\'V_P //$FI'PA^RE\&K;7/"+:_XT^&OP1U#4O"_P 7/VI=)MHKG_A,?%'A
M+XH?&'6]:\)>#M?6W/@VX^%?PU^&?CG0(;2;XF:E/J'Z%U^1^G_\$LO#7@[]
MKKX&SX8ZKX#\#_ A\#>,/@K\18O!EEX*OG^)VD:G^S_\ LK_$C]DCP)\+
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M_P >OASI_P 9?B-JGB/PW