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Variable Separate Account, et al. – ‘485BPOS’ on 10/9/20

On:  Friday, 10/9/20, at 10:12am ET   ·   Effective:  10/13/20   ·   Accession #:  1193125-20-266881   ·   File #s:  811-03859, 333-185837

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10/09/20  Variable Separate Account         485BPOS    10/13/20    2:233K                                   Donnelley … Solutions/FA
          → Variable Separate Account ⇒ Polaris Choice II (G) 333-185837 — Polaris Choice III (G) 333-185837

Post-Effective Amendment of a Form N-1 or N-1A Registration   —   Rule 485(b)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment of a Form N-1 or N-1A      HTML     97K 
                Registration                                                     
 2: EX-99.10    Miscellaneous Exhibit                               HTML      5K

‘485BPOS’   —   Post-Effective Amendment of a Form N-1 or N-1A Registration

This is an HTML Document rendered as filed.  [ Alternative Formats ]

  485BPOS  
As filed with Securities and Exchange Commission on October 9, 2020.
File Nos. 333-185837
811-03859
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
  
Post-Effective Amendment No. 9 [X]
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9 [X]
(Check Appropriate Box or Boxes)
Variable Separate Account
(Exact Name of Registrant)
AMERICAN GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)
2727-A Allen Parkway, Houston, Texas 77019
(Address of Depositor’s Principal Executive Offices) (Zip Code)
Depositor’s Telephone Number, including Area Code: (800) 871-2000
American Home Assurance Company
(Name of Guarantor)
175 Water Street, New York, NY 10038
(Address of Guarantor’s Principal Executive Offices) (Zip Code)
Guarantor’s Telephone Number, including Area Code: (212) 770-7000
Manda Ghaferi, Esq.
American General Life Insurance Company
21650 Oxnard Street Suite 750, Woodland Hills, California 91367
(Name and Address of Agent for Service for Depositor, Registrant and Guarantor)
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective:
□  immediately upon filing pursuant to paragraph (b) of Rule 485
☒  on October 13, 2020 pursuant to paragraph (b) of Rule 485
□  60 days after filing pursuant to paragraph (a)(1) of Rule 485
□  on (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
□  This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Title of Securities Being Registered: (i) Units of interest in Variable Separate Account of American General Life Insurance Company under variable annuity contracts and (ii) guarantee related to insurance obligations under the variable annuity contracts.

 

Variable Separate Account
Cross Reference Sheet
Part A — Prospectus
Incorporated by reference to the prospectuses dated April 30, 2020, as filed under Form N-4, Post-Effective Amendment No. 8 under the Securities Act of 1933 and Amendment No. 8 under the Investment Company Act of 1940, File Nos. 333-185837 and 811-03859, filed on April 29, 2020 Accession No. 0001683863-20-006379.
A supplement dated October 13, 2020 to the prospectuses is included in Part A of this Post-Effective Amendment No. 9 under the Securities Act of 1933 and Amendment No. 9 under the Investment Company Act of 1940, File Nos. 333-185837 and 811-03859.

 

Part B — Statement of Additional Information
Incorporated by reference to the Statement of Additional Information as filed under Form N-4, Post-Effective Amendment No. 8 under the Securities Act of 1933 and Amendment No. 8 under the Investment Company Act of 1940, File Nos. 333-185837 and 811-03859, filed on April 29, 2020 Accession No. 0001683863-20-006379.
A supplement dated October 13, 2020 to the Statement of Additional Information is included in Part B of this Post-Effective Amendment No. 9 under the Securities Act of 1933 and Amendment No. 9 under the Investment Company Act of 1940, File Nos. 333-185837 and 811-03859.
Part C
Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C of this Registration Statement.

SUPPLEMENT TO THE VARIABLE ANNUITY PROSPECTUSES DATED APRIL 30, 2020

 

AMERICAN GENERAL LIFE INSURANCE COMPANY

VARIABLE SEPARATE ACCOUNT

Polaris Variable Annuity

Polaris II Variable Annuity

Polaris Choice II Variable Annuity

Polaris Choice III Variable Annuity

VARIABLE ANNUITY ACCOUNT SEVEN

Polaris II A-Class

Polaris II A-Class Platinum Series

 

 

The date of the Prospectus has been changed to October 13, 2020. All references in the Prospectus to the date of the Statement of Additional Information are hereby changed to October 13, 2020.

Effective on or about October 13, 2020, the following Underlying Fund of the SunAmerica Series Trust (“SAST”) has been renamed as indicated below:

 

 

Former Underlying Fund Name

 

    New Underlying Fund Name    Managed By    Trust
SA Oppenheimer Main Street Large Cap    SA Invesco Main Street Large Cap    Invesco Advisers, Inc.    SAST

Effective on or about October 13, 2020, the following is added to the INVESTMENT OPTIONS section in the prospectus and the below Underlying Fund is available for direct investment if a living benefit is not elected:

Goldman Sachs Variable Insurance Trust- Class Service Shares

Goldman Sachs Asset Management, L.P. is the investment advisor to Goldman Sachs Variable Insurance Trust (“GST”).

 

Underlying Fund Name    Managed by        Trust       

Asset

Class

Goldman Sachs VIT Government Money Market Fund    Goldman Sachs Asset Management, L.P.    GST    CASH

Effective on or about October 13, 2020, if your contract includes a living benefit, the Goldman Sachs VIT Government Money Market Fund may be available through investment requirements for your feature. Please check with your financial representative for any changes to your investment requirements. You may also contact our Annuity Service Center at 1-800-445-7862.

Dated: October 13, 2020

Please keep this supplement with your prospectus.

 

Page 1 of 1

SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 2020

 

 

AMERICAN GENERAL LIFE INSURANCE COMPANY

VARIABLE SEPARATE ACCOUNT

Polaris Advisory Variable Annuity

Polaris Preferred Solution Variable Annuity

Polaris Variable Annuity

Polaris II Variable Annuity

Polaris Platinum II Variable Annuity

Polaris Choice II Variable Annuity

Polaris Choice III Variable Annuity

VARIABLE ANNUITY ACCOUNT FIVE

Seasons Select II Variable Annuity

VARIABLE ANNUITY ACCOUNT SEVEN

Polaris II A-Class Variable Annuity

Polaris II A-Class Platinum Series Variable Annuity

Polaris Platinum O-Series Variable Annuity

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK

FS VARIABLE SEPARATE ACCOUNT

Polaris Platinum III Variable Annuity

Polaris Platinum O-Series Variable Annuity

Polaris Preferred Solution Variable Annuity

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

VALIC SEPARATE ACCOUNT A

Polaris Platinum Elite Variable Annuity

 

 

The date of the Statement of Additional Information has been changed to October 13, 2020.

Dated: October 13, 2020

Please keep this Supplement with your Statement of Additional Information.

Part C — Other Information
Item 24.     Financial Statements and Exhibits
(a)   Financial Statements
The following financial statements are incorporated by reference to Form N-4, Post-Effective Amendment No. 8 under the Securities Act of 1933 and Amendment No. 8 under the Investment Company Act of 1940, File Nos. 333-185837 and 811-03859, filed on April 29, 2020:
• The Audited Financial Statements of Variable Separate Account of American General Life Insurance Company as of December 31, 2019 and for each of the two years in the period ended December 31, 2019.
• The Audited Statutory Financial Statements of American General Life Insurance Company as of December 31, 2019 and December 31, 2018 and for each of the three years in the period ended December 31, 2019.
• The Audited Statutory Financial Statements of American Home Assurance Company as of December 31, 2019 and December 31, 2018 and for each of the three years in the period ended December 31, 2019.
(b)   Exhibits
Exhibit
Number 		Description Location
(1) Resolution Establishing Separate Account Incorporated by reference to Initial Registration Statement, File Nos. 333-25473 and 811-03859, filed on April 18, 1997, Accession No. 0000950148-97-000989.
(2) Form of Custody Agreements Not Applicable
(3)(a) Distribution Agreement Incorporated by reference to Post-Effective Amendment No. 20 and Amendment No. 20, File Nos. 333-185762 and 811-03859, filed on April 25, 2019, Accession No. 0001193125-19-119309.
(3)(b) Selling Agreement Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(4) Variable Annuity Contract  
(4)(a) Polaris Choice II Group Annuity Certificate Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(4)(b) Polaris Choice II Individual Annuity Contract Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(4)(c) Maximum Anniversary Value Optional Death Benefit Endorsement Incorporated by reference to Post-Effective Amendment No. 11 and Amendment No. 12, File Nos. 333-65118 and 811-03859, filed on April 14, 2004, Accession No. 0000950129-04-002082.
(4)(d) Purchase Payment Accumulation Optional Death Benefit Endorsement Incorporated by reference to Post-Effective Amendment No. 11 and Amendment No. 12, File Nos. 333-65118 and 811-03859, filed on April 14, 2004, Accession No. 0000950129-04-002082.
(4)(e) Optional Death Benefit Enhancement Endorsement Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(4)(f) Optional Income Protector Endorsement Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(4)(g) Guaranteed Minimum Account Value Endorsement Incorporated by reference to Post-Effective Amendment No. 9 and Amendment No. 10, File Nos. 333-65118 and 811-03859, filed on September 25, 2003, Accession No. 0000950148-03-002354.

 

Exhibit
Number 		Description Location
(4)(h) Guaranteed Minimum Withdrawal Benefit Endorsement — Step-Up Options Incorporated by reference to Post-Effective Amendment No. 11 and Amendment No. 12, File Nos. 333-65118 and 811-03859, filed on April 14, 2004, Accession No. 0000950129-04-002082.
(4)(i) Standard Death Benefit Endorsement Incorporated by reference to Post-Effective Amendment No. 11 and Amendment No. 12, File Nos. 333-65118 and 811-03859, filed on April 14, 2004, Accession No. 0000950129-04-002082.
(4)(j) Optional Guaranteed Minimum Withdrawal Benefit Maximum Anniversary Value Endorsement Incorporated by reference to Post-Effective Amendment No. 21 and Amendment No. 22, File Nos. 333-65118 and 811-03859, filed on May 1, 2006, Accession No. 0000950129-06-004660.
(4)(k) Optional Guaranteed Minimum Withdrawal Benefit For One Life/For Two Lives Endorsement Incorporated by reference to Post-Effective Amendment No. 21 and Amendment No. 22, File Nos. 333-65118 and 811-03859, filed on May 1, 2006, Accession No. 0000950129-06-004660.
(4)(l) Polaris Choice III Individual Variable Annuity Contract Incorporated by reference to Post-Effective Amendment No. 25 and Amendment No. 26, File Nos. 333-65118 and 811-03859, filed on September 21, 2006, Accession No. 0000950124-06-005435.
(4)(m) Nursing Home Rider Incorporated by reference to Post-Effective Amendment No. 25 and Amendment No. 26, File Nos. 333-65118 and 811-03859, filed on September 21, 2006, Accession No. 0000950124-06-005435.
(4)(n) Extended Legacy Program Guide Incorporated by reference to Post-Effective Amendment No. 17 and Amendment No. 18, File Nos. 333-137867 and 811-03859, filed on April 27, 2011, Accession No. 0000950123-11-040070.
(4)(o) AGL Optional Guaranteed Living Benefit Extension Data Page Endorsement (ASE-6231E (10/10)) Incorporated by reference to Post-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-185778 and 811-03859, filed on April 29, 2013, Accession No. 0000950123-13-002940.
(4)(p) Merger Endorsement Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(4)(q) AGL Optional Guaranteed Minimum Withdrawal Benefit Maximum Anniversary Value Extension Endorsement (ASE-6217E (8/13)) Incorporated by reference to Post-Effective Amendment No. 6 and Amendment No. 6, File Nos. 333-185778 and 811-03859, filed on April 29, 2016, Accession No. 0001193125-16-568418.
(4)(r) AGL Optional Guaranteed Minimum Withdrawal Benefit For Two Live Extension Endorsement (AGE-6218E (9/15)) Incorporated by reference to Post-Effective Amendment No. 6 and Amendment No. 6, File Nos. 333-185778 and 811-03859, filed on April 29, 2016, Accession No. 0001193125-16-568418.
(4)(s) AGL Extended Legacy Program Guide (EXTLEGGEN.8 Rev. 7.15) Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 7, File Nos. 333-185762 and 811-03859, filed on April 29, 2016, Accession No. 0001193125-16-568243.
(5) Application for Contract  
(5)(a) Participant Enrollment Form Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(5)(b) Annuity Application Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-65118 and 811-03859, filed on September 28, 2001, Accession No. 0000950148-01-501929.
(6) Corporate Documents of Depositor  
(6)(a) Amended and Restated Articles of Incorporation of American General Life Insurance Company, effective December 31, 1991 (P) Incorporated by reference to Initial Registration Statement, File No. 033-43390 of American General Life Insurance Company Separate Account D, filed on October 16, 1991.
(6)(b) Amendment to the Amended and Restated Articles of Incorporation of American General Life Insurance Company, effective July 13, 1995 Incorporated by reference to Pre-Effective Amendment No. 3 to Form S-6 Registration Statement, File No. 333-53909, of American General Life Insurance Company Separate Account VL-R, filed on August 19, 1998, Accession No. 0000899243-98-001661.

 

Exhibit
Number 		Description Location
(6)(c) By-Laws of American General Life Insurance Company, restated as of June 8, 2005 Incorporated by reference to Post-Effective Amendment No. 11 and Amendment No. 46, File Nos. 333-43264 and 811-08561, of American General Life Insurance Company Separate Account VL-R, filed on August 12, 2005, Accession No. 0001193125-05-165474.
(7) Reinsurance Contract Not Applicable
(8) Material Contracts  
(8)(a) Anchor Series Trust Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 4 and Amendment No. 5, File Nos. 333-172003 and 811-03859, filed on July 13, 2012, Accession No. 0000950123-12-010016.
(8)(b) SunAmerica Series Trust Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 4 and Amendment No. 5, File Nos. 333-172003 and 811-03859, filed on July 13, 2012, Accession No. 0000950123-12-010016.
(8)(c) American Funds Fund Participation Agreement Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-91860 and 811-03589, filed on October 28, 2002, Accession No. 0000898430-02-003844.
(8)(d) Lord Abbett Fund Participation Agreement Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-91860 and 811-03589, filed on October 28, 2002, Accession No. 0000898430-02-003844.
(8)(e) Van Kampen Fund Participation Agreement Incorporated by reference to Pre-Effective Amendment No. 1 and Amendment No. 1, File Nos. 333-66114 and 811-03859, filed on October 25, 2001, Accession No. 0000950148-01-502065.
(8)(f) Columbia Funds Variable Insurance Trust I Fund Participation Agreement Incorporated by reference to Initial Registration Statement, File Nos. 333-185775 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014433.
(8)(g) Sterling Capital Variable Insurance Funds (formerly BB&T Variable Insurance) Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 20 and Amendment No. 22 to File Nos. 333-58234 and 811-03859, filed on September 20, 2005, Accession No. 0000950129-05-009343.
(8)(h) American Funds Insurance Series and SunAmerica Series Trust Master-Feeder Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 27 and Amendment No. 28, File Nos. 333-65118 and 811-03859, filed on April 30, 2007, Accession No. 0000950124-07-002508.
(8)(i) Franklin Templeton Variable Insurance Products Trust Fund Participation Agreement Incorporated by reference to Post-Effective Amendment 28 and Amendment 29, File Nos. 333-65118 and 811-03859, filed on April 30, 2008, Accession No. 0000950134-08-007943.
(8)(j) AIM Variable Insurance Funds (Invesco Variable Insurance Funds) Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 7 and Amendment No. 8, File Nos. 333-157199 and 811-03859, filed on August 25, 2010, Accession No. 0000950123-10-080861.
(8)(k) Seasons Series Trust Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 4 and Amendment No. 5, File Nos. 333-172003 and 811-03859, filed on July 13, 2012, Accession No. 0000950123-12-010016.
(8)(l) Letters of Consent to the Assignment of the Fund Participation Agreement Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(8)(m) Columbia Funds Variable Series Trust II Fund Participation Agreement Incorporated by reference to Post-Effective Amendment No. 34 and Amendment No. 36, File Nos. 333-58234 and 811-03859, filed on May 1, 2011, Accession No. 0000950123-11-042326.
(9)(a) Opinion of Counsel and Consent of Depositor Incorporated by reference to Initial Registration Statement, File Nos. 333-185837 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014519.
(9)(b) Opinion of Counsel and Consent of Sullivan & Cromwell LLP, Counsel to American Home Assurance Company Incorporated by reference to Post-Effective Amendment No. 18 and Amendment No. 22, File Nos. 333-67685 and 811-07727, filed on October 21, 2005, Accession No. 0000950134-05-019473.

 

Exhibit
Number 		Description Location
(10) Consent Filed Herewith
(11) Financial Statements Omitted from Item 23 Not Applicable
(12) Initial Capitalization Agreement Not Applicable
(13) Other  
(13)(a) Power of Attorney — American General Life Insurance Company Directors Incorporated by reference to Post-Effective Amendment No. 8 and Amendment No. 8, File Nos. 333-185837 and 811-03859, filed on April 29, 2020, Accession No. 0001683863-20-006379.
(13)(b) Power of Attorney — American Home Assurance Company Directors Incorporated by reference to Post-Effective Amendment No. 8 and Amendment No. 8, File Nos. 333-185837 and 811-03859, filed on April 29, 2020, Accession No. 0001683863-20-006379.
(13)(c) General Guarantee Agreement by American Home Assurance Company Incorporated by reference to Post-Effective Amendment No. 19 and Amendment No. 20 to File Nos. 333-65118 and 811-03859, filed on August 12, 2005, Accession No. 0000950129-05-008177.
(13)(d) Notice of Termination of Guarantee as Published in the Wall Street Journal on November 24, 2006 Incorporated by reference to Post-Effective Amendment No. 26 and Amendment No. 27, File Nos. 333-65118 and 811-03859, filed on December 12, 2006, Accession No. 0000950124-06-007493.
(13)(e) Notice of Termination of Support Agreement Incorporated by reference to Post-Effective Amendment No. 17 and Amendment No. 18, File Nos. 333-137867 and 811-03859, filed on April 27, 2011, Accession No. 0000950123-11-040070.
(13)(f) Amended and Restated Unconditional Capital Maintenance Agreement between American International Group, Inc. and American General Life Insurance Company Incorporated by reference to Post-Effective Amendment No. 3 and Amendment No. 3, File Nos. 333-185778 and 811-03859, filed on April 30, 2014, Accession No. 0000950123-14-004617.
(13)(g) Agreement and Plan of Merger Incorporated by reference to Initial Registration Statement, File Nos. 333-185762 and 811-03859, filed on January 2, 2013, Accession No. 0000950123-12-014430.
(13)(h) CMA Termination Agreement Incorporated by reference to Post-Effective Amendment No. 3 and Amendment No. 3, File Nos. 333-185837 and 811-03859, filed on May 1, 2015, Accession No. 0001193125-15-161268.

 

Item 25.     Directors and Officers of the Depositor
The directors and principal officers of the American General Life Insurance Company are set forth below. The business address of each officer and director is 2919 Allen Parkway, Houston, Texas 77019, unless otherwise noted.
Names, Positions and Offices Held with Depositor  
K EVIN T. HOGAN (1) Director, Chairman, Chief Executive Officer, and President
K ATHERINE A. ANDERSON Director, Senior Vice President and Chief Risk Officer
T HOMAS J. DIEMER Director, Executive Vice President and Chief Financial Officer
T ERRI N. FIEDLER Director, Senior Vice President and Chief Distribution Officer
M ICHAEL P. HARWOOD Director, Senior Vice President, Chief Actuary and Corporate Illustration Actuary
J ONATHAN J. NOVAK (2) Director and Chief Executive Officer, Institutional Markets
A LIREZA VASEGHI (1) Director, Senior Vice President and Chief Investment Officer
T ODD P. SOLASH (3) Director and Chief Executive Officer, Individual Retirement
A DAM C. WINSLOW (4) Director and Chief Executive Officer, Life Insurance
Evelyn Curran Executive Vice President
Gabriel A. Lopez (3) Senior Vice President, Individual Retirement Operations
Bryan A. Pinsky (3) Senior Vice President, Individual Retirement Products
Sabyasachi Ray (1) Senior Vice President and Chief Operating Officer
David Ditillo (5) Senior Vice President and Chief Information Officer
Christine A. Nixon (3) Senior Vice President
Christopher V. Muchmore (3) Senior Vice President, Market Risk Management
Kyle L. Jennings Senior Vice President and Chief Compliance Officer
Sai P. Raman (6) Senior Vice President, Institutional Markets
Timothy M. Heslin (7) Senior Vice President and Chief Life Product and Underwriting Officer
C RAIG A. ANDERSON Senior Vice President and Life Controller
Mallary L. Reznik (3) Senior Vice President, General Counsel and Assistant Secretary
Christina M. Haley (3) Senior Vice President, Product Filing
Justin J.W. Caulfield (1) Vice President and Treasurer
Julie Cotton Hearne Vice President and Secretary
Mark A. Peterson (7) Vice President, Distribution
Leo W. Grace Vice President, Product Filing
Tracey E. Harris Vice President, Product Filing
Mary M. Newitt (3) Vice President, Product Filing
Daniel R. Cricks Vice President and Tax Officer
Stephen G. Lunanuova (8) Vice President and Tax Officer
Barbara J. Moore Vice President and Tax Officer
T. Clay Spires Vice President and Tax Officer
Michael E. Treske (3) Vice President, Distribution
Frank Kophamel Vice President and Appointed Actuary
Michelle D. Campion (9) Vice President
Jeffrey S. Flinn Vice President
Manda Ghaferi (3) Vice President
Christopher J. Hobson Vice President
Jennifer N. Miller (9) Vice President
Thomas A. Musante (9) Vice President
Stewart R. Polakov (3) Vice President
Amanda K. Ouslander Anti-Money Laundering and Economic Sanctions Compliance Officer
Lisa K. Gerhart Vice President and Assistant Life Controller
Jennifer A. Roth (3) Vice President, 38a-1 Compliance Officer
David J. Kumatz (7) Assistant Secretary
Rosemary Foster Assistant Secretary
Virginia N. Puzon (3) Assistant Secretary
Marjorie D. Washington Assistant Secretary

 

Names, Positions and Offices Held with Depositor  
Lloyd J. Bellow Assistant Tax Officer
Grace D. Harvey Illustration Actuary
Laszlo Kulin (8) Investment Tax Officer
Michael F. Mulligan Managing Director and Head of Global Guaranteed Investment Contracts
Melissa H. Cozart Privacy Officer
(1) 175 Water Street, New York, NY 10038
(2) 10880 Wilshire Blvd. Suite 1101, Los Angeles, CA 90024
(3) 21650 Oxnard Street, Woodland Hills, CA 91367
(4) 58 Fenchurch Street, London, United Kingdom, EC3M 4AB
(5) 3211 Shannon Road, Durham, NC 27707
(6) 50 Danbury Road, Wilton, CT 06897
(7) 340 Seven Springs Way, Brentwood, TN, 32027
(8) 80 Pine Street, New York, NY 10005
(9) 777 S. Figueroa Street, Los Angeles, CA 90017
(10) 301 Grant Street, Pittsburgh, PA, 15219
Item 26.     Persons Controlled By or Under Common Control with Depositor or Registrant
The Registrant is a separate account of American General Life Insurance Company (“Depositor”). The Depositor is an indirect, wholly owned subsidiary of American International Group, Inc. An organizational chart for American International Group, Inc. can be found as Exhibit 21 in American International Group, Inc.’s Form 10-K, SEC File No. 001-08787, Accession No. 0001104659-20-023889, filed on February 21, 2020. Exhibit 21 is incorporated herein by reference.
Item 27.     Number of Contract Owners
As of September 30, 2020, the number of Polaris Choice II and Polaris Choice III contracts funded by Variable Separate Account was 5,186 of which 2,321 were qualified contracts and 2,865 were non-qualified contracts.
Item 28.     Indemnification
Insofar as indemnification for liability arising under the Securities Act of 1933 (“Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
American General Life Insurance Company
To the full extent authorized by law, the corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether criminal or civil, by reason of the fact that he, his testator or intestate is or was a director or officer of the corporation or serves or served in any capacity in any other corporation at the request of the corporation. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
Item 29.     Principal Underwriter
(a)   AIG Capital Services, Inc. acts as distributor for the following investment companies:

 

American General Life Insurance Company
Variable Separate Account
Variable Annuity Account Five
Variable Annuity Account Seven
Variable Annuity Account Nine
AG Separate Account D
AGL Separate Account I of AGL
AGL Separate Account VL-R
The United States Life Insurance Company in the City of New York
FS Variable Separate Account
FS Variable Annuity Account Five
USL Separate Account VL-R
USL Separate Account USL A
The Variable Annuity Life Insurance Company
Variable Annuity Life Insurance Co Separate Account A
(b)   Directors, Officers and principal place of business:
Officer/Directors*   Position
James T. Nichols(1)   Director, President and Chief Executive Officer
Terri N. Fiedler(2)   Director, Senior Vice President and Chief Distribution Officer
Todd P. Solash   Director
Frank Curran(1)   Vice President, Chief Financial Officer, Chief Operating Officer, Controller and Treasurer
Michael Fortey(2)   Chief Compliance Officer
John Thomas Genoy(1)   Vice President
Mallary Loren Reznik   Vice President
Daniel R. Cricks(2)   Vice President, Tax Officer
Thomas Clayton Spires(2)   Vice President, Tax Officer
Julie A. Cotton Hearne(2)   Vice President and Secretary
Rosemary Foster(2)   Assistant Secretary
Virginia N. Puzon   Assistant Secretary
*  Unless otherwise indicated, the principal business address of AIG Capital Services, Inc. and of each of the above individuals is 21650 Oxnard Street, Suite 750, Woodland Hills, CA 91367-4997.
(1)  Principal business address 160 Greene Street, Jersey City, NJ 07311
(2) Principal business address 2919 Allen Parkway, Houston, TX 77019
(c) AIG Capital Services, Inc. retains no compensation or commissions from the Registrant.
Item 30.     Location of Accounts and Records
All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1 through 31a-3 thereunder, are maintained and in the custody of American General Life Insurance Company at its principal executive office located at 2727-A Allen Parkway, Houston, Texas 77019-2191 or at American General Life Insurance Company’s Annuity Service Center located at P.O. Box 15570, Amarillo, Texas 79105-5570.
Item 31.     Management Services
Not Applicable.
Item 32.     Undertakings
General Representations
The Registrant hereby represents that it is relying on the No-Action Letter issued by the Division of Investment Management to the American Council of Life Insurance dated November 28, 1988 (Commission Ref. No. IP-6-88). Registrant has complied with conditions one through four on the No-Action Letter.

 

Depositor represents that the fees and charges to be deducted under the Contracts described in the prospectus contained in this Registration Statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Depositor in accordance with Section 26(f)(2)(A) of the Investment Company Act of 1940.
Undertakings of the Registrant
Registrant undertakes to: (a) file post-effective amendments to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity Contracts may be accepted; (b) include either (1) as part of any application to purchase a contract offered by the prospectus forming a part of the Registration Statement, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the prospectus that the Applicant can remove to send for a Statement of Additional Information; and (c) deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.
Undertakings of the Depositor Regarding Guarantor
During any time there are insurance obligations outstanding and covered by the guarantee issued by American Home Assurance Company (“American Home Guarantee Period”), filed as an exhibit to this Registration Statement (the “American Home Guarantee”), the Depositor hereby undertakes to provide notice to policy owners covered by the American Home Guarantee promptly after the happening of significant events related to the American Home Guarantee.
These significant events include: (i) termination of the American Home Guarantee that has a material adverse effect on the policy owner’s rights under the American Home Guarantee; (ii) a default under the American Home Guarantee that has a material adverse effect on the policy owner’s rights under the American Home Guarantee; or (iii) the insolvency of American Home Assurance Company (“American Home”).
Depositor hereby undertakes during the American Home Guarantee Period to cause Registrant to file post-effective amendments to this Registration Statement as frequently as is necessary to ensure that the current annual audited statutory financial statements of American Home in the Registration Statement are updated to be as of a date not more than 16 months prior to the effective date of this Registration Statement, and to cause Registrant to include as an exhibit to this Registration Statement the consent of the independent auditors of American Home regarding such financial statements.
During the American Home Guarantee Period, the Depositor hereby undertakes to include in the prospectus to policy owners, an offer to supply the Statement of Additional Information which shall contain the annual audited statutory financial statements of American Home, free of charge upon a policy owner’s request.
As of December 29, 2006 at 4:00 p.m. Eastern Time (the “Point of Termination”), the American Home Guarantee was terminated for prospectively issued Contracts. The American Home Guarantee will not cover any Contracts with an issue date later than the Point of Termination. The American Home Guarantee will continue to cover Contracts with a date of issue earlier than the Point of Termination until all insurance obligations under such contracts are satisfied in full.
Effective as of 11:59 p.m. Eastern time, on December 31, 2012, SunAmerica Annuity and Life Assurance Company, an affiliate of American General Life Insurance Company, merged with and into American General Life Insurance Company. Texas law provides for the continuation of guarantees for contracts and certificates issued prior to a merger. Therefore, the American Home Guarantee will continue to cover Contracts with a date of issue earlier than the Point of Termination.

 

SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Separate Account, certifies that it meets the requirements of the Securities Act of 1933 Rule 485(b) for effectiveness of this amended Registration Statement and has caused this amended Registration Statement to be signed on its behalf, in the City of Houston, and State of Texas on this 8th day of October, 2020.
Variable Separate Account
(Registrant)
BY:  AMERICAN GENERAL LIFE INSURANCE COMPANY
        (On behalf of the Registrant and itself)
BY:  /s/   CRAIG A. ANDERSON
         CRAIG A. ANDERSON
        SENIOR VICE PRESIDENT AND LIFE CONTROLLER
As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons, on behalf of the Registrant and Depositor, in the capacities and on the dates indicated.
Signature   Title   Date
*KEVIN T. HOGAN
KEVIN T. HOGAN 		  Director, Chairman, Chief Executive Officer, and President   October 8, 2020
 
*KATHERINE A. ANDERSON
KATHERINE A. ANDERSON 		  Director, Senior Vice President and Chief Risk Officer   October 8, 2020
 
*THOMAS J. DIEMER
THOMAS J. DIEMER 		  Director, Executive Vice President and Chief Financial Officer   October 8, 2020
 
*TERRI N. FIEDLER
TERRI N. FIEDLER 		  Director, Senior Vice President and Chief Distribution Officer   October 8, 2020
 
*MICHAEL P. HARWOOD
MICHAEL P. HARWOOD 		  Director, Senior Vice President, Chief Actuary and Corporate Illustration Actuary   October 8, 2020
 
*JONATHAN J. NOVAK
JONATHAN J. NOVAK 		  Director and Chief Executive Officer, Institutional Markets   October 8, 2020
 

ALIREZA VASEGHI 		  Director, Senior Vice President and Chief Investment Officer    
 
*TODD P. SOLASH
TODD P. SOLASH 		  Director and Chief Executive Officer, Individual Retirement   October 8, 2020
 
*ADAM C. WINSLOW
ADAM C. WINSLOW 		  Director and Chief Executive Officer, Life Insurance   October 8, 2020
 
/s/  CRAIG A. ANDERSON
CRAIG A. ANDERSON 		  Senior Vice President and Life Controller   October 8, 2020
 
/s/  MANDA GHAFERI
*MANDA GHAFERI 		  Attorney-in-Fact   October 8, 2020

 

SIGNATURES
American Home Assurance Company has caused this amended Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York on the 8th day of October, 2020.
AMERICAN HOME ASSURANCE COMPANY
BY:  /s/   BRIAN GREENSPAN
         BRIAN GREENSPAN
        SENIOR VICE PRESIDENT AND STATUTORY CONTROLLER
This amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature   Title   Date

MICHAEL PRICE
   Director, President, Chief Executive Officer, and Chairman of the Board of Directors    
 
*ALEXANDER R. BAUGH
ALEXANDER R. BAUGH 		  Director and Executive Vice President   October 8, 2020
 

KEAN DRISCOLL
   Director and Executive Vice President    
 
*ELIAS F. HABAYEB
ELIAS F. HABAYEB 		  Director, Chief Financial Officer and Executive Vice President   October 8, 2020
 
*BARBARA LUCK
BARBARA LUCK 		  Director   October 8, 2020
 
*KENNETH RIEGLER
KENNETH RIEGLER 		  Director and Senior Vice President   October 8, 2020
 
*ANTHONY VIDOVICH
ANTHONY VIDOVICH 		  Director and Executive Vice President   October 8, 2020
 
*BY: /s/  BRIAN GREENSPAN
BRIAN GREENSPAN
ATTORNEY-IN-FACT
(Exhibit to the Registration Statement) 		      October 8, 2020

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘485BPOS’ Filing    Date    Other Filings
Effective on:10/13/20485BPOS,  497
Filed on:10/9/20485BPOS
10/8/20485BPOS
9/30/20
4/30/20485BPOS,  497
4/29/20485BPOS,  497
12/31/1924F-2NT,  N-CEN
4/25/19485BPOS
12/31/1824F-2NT,  NT N-CEN,  NTFNCEN
4/29/16485BPOS,  497
5/1/15485BPOS,  497
4/30/15485BPOS
4/30/14485BPOS
4/29/13485BPOS
1/2/13EFFECT,  N-4
12/31/1224F-2NT,  N-4,  NSAR-U
7/13/12485BPOS
5/2/11485BPOS,  EFFECT,  UPLOAD
5/1/11
4/27/11485BPOS,  N-4/A
8/25/10485BPOS
4/30/08485BPOS
4/30/07485BPOS
12/29/06485BPOS
12/12/06485BPOS
9/21/06485BPOS
5/1/06485BPOS
10/21/05
9/20/05485BPOS
8/12/05485BPOS,  497
4/14/04485APOS
9/25/03485APOS
10/28/02N-4/A
10/25/01N-4/A
9/28/01485BPOS,  N-4/A
8/19/98
4/18/97497,  N-4 EL
 List all Filings 

31 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/20  Variable Separate Account         485BPOS     4/30/20    4:30M                                    Donn… Fin’l/ArcFiling/FA
 2/21/20  American Int’l Group, Inc.        10-K       12/31/19  195:112M                                   Toppan Merrill/FA
 4/25/19  Variable Separate Account         485BPOS     5/01/19    8:3.6M                                   Donnelley … Solutions/FA
 4/29/16  Variable Separate Account         485BPOS     4/29/16    4:2.1M                                   Donnelley … Solutions/FA
 4/29/16  Variable Separate Account         485BPOS     4/29/16    6:2.8M                                   Donnelley … Solutions/FA
 4/30/15  Variable Separate Account         485BPOS     5/01/15    3:2.1M                                   Donnelley … Solutions/FA
 4/30/14  Variable Separate Account         485BPOS     5/01/14    5:1.9M                                   Donnelley … Solutions/FA
 4/29/13  Variable Separate Account         485BPOS     5/01/13    6:3.3M                                   Donnelley … Solutions/FA
 1/02/13  Variable Separate Account         N-4        12/31/12    4:2M                                     Donnelley … Solutions/FA
 1/02/13  Variable Separate Account         N-4        12/31/12    5:1.3M                                   Donnelley … Solutions/FA
 1/02/13  Variable Separate Account         N-4        12/31/12    8:2M                                     Donnelley … Solutions/FA
 7/13/12  Variable Separate Account         485BPOS     7/16/12    5:682K                                   Donnelley … Solutions/FA
 5/02/11  Variable Separate Account         485BPOS     5/02/11    3:2.1M                                   Donnelley … Solutions/FA
 4/27/11  Variable Separate Account         485BPOS5/02/11   12:1.6M                                   Donnelley … Solutions/FA
 8/25/10  Variable Separate Account         485BPOS     8/25/10    5:629K                                   Donnelley … Solutions/FA
 4/30/08  Variable Separate Account         485BPOS     5/01/08    6:2.5M                                   RR Donnelley
 4/30/07  Variable Separate Account         485BPOS     5/01/07    6:2.3M                                   Bowne - Bde
12/12/06  Variable Separate Account         485BPOS    12/29/06    3:37K                                    Bowne - Bde
 9/21/06  Variable Separate Account         485BPOS     9/29/06    4:714K                                   Bowne - Bde
 5/01/06  Variable Separate Account         485BPOS     5/01/06    7:1.9M                                   Bowne - Houston/FA
10/21/05  Variable Annuity Account Five     485APOS                3:134K                                   RR Donnelley
 9/20/05  Variable Separate Account         485BPOS     9/20/05    4:661K                                   Bowne - Houston/FA
 8/12/05  Agl Separate Account VL-R         485BPOS     8/12/05    4:111K                                   Donnelley … Solutions/FA
 8/12/05  Variable Separate Account         485BPOS     8/12/05    4:40K                                    Bowne - Houston/FA
 4/14/04  Variable Separate Account         485APOS                7:1.4M                                   Bowne - Houston/FA
 9/25/03  Variable Separate Account         485APOS®               2:26K                                    Bowne of Century City/FA
10/28/02  Variable Separate Account         N-4/A®                20:3.8M                                   Donnelley Fin’l S… 05/FA
10/25/01  Variable Separate Account         N-4/A                  9:532K                                   Bowne of Century City/FA
 9/28/01  Variable Separate Account         N-4/A                 13:541K                                   Bowne of Century City/FA
 8/19/98  Agl Separate Account VL-R         S-6/A                 17:529K                                   Donnelley Fin’l S… 06/FA
 4/18/97  Variable Separate Account         N-4 EL                16:570K                                   Bowne of Century City/FA
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