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EXHIBIT 8
FUND PARTICIPATION AGREEMENT
AGREEMENT, made on this the 18th day of January 1990, between Anchor
National Life Insurance Company ("Anchor National"), a life insurance company
organized under the laws of the State of California, on behalf of itself and on
behalf of Variable Annuity Account One ("Variable Account"), a separate account
of Anchor National existing pursuant to the California Insurance Code, and
Anchor Series Trust ("Fund"), an open-end management investment company
established pursuant to the laws of the Commonwealth of Massachusetts under a
Declaration of Trust dated August 26, 1983 and amended as of September 1, 1988,
and January 19, 1990, and which is composed of multiple investment series
("Portfolios").
WITNESSETH:
WHEREAS, Anchor National, by resolution, has established the Variable
Account on its books of account for the purpose of funding certain variable
annuity contracts assumptively reinsured pursuant to an Assumption Reinsurance
Agreement with Integrated Resources Life Insurance Company and for the purpose
of funding variable annuity contracts issued by Anchor National (collectively
with other contracts and policies that may be funded through the Fund,
"Contracts") ; and
WHEREAS, the Variable Account is divided into Sub-accounts, under which
the income, gain and losses, whether or not realized, from assets allocated to
each such Sub-account are, in accordance with the applicable Contracts, credited
to or charged against such Sub-account without regard to any income, gains or
losses of other Sub-accounts or separate accounts or of Anchor National; and
WHEREAS, the Variable Account and its Sub-accounts are divided into
various "Divisions" under which the income, gains and losses, whether or not
realized, from assets allocated to each such Division are, in accordance with
the applicable Contracts, credited to or charged against such Division without
regard to any income, gains or losses of other Divisions or separate accounts or
of Anchor National; and
WHEREAS, the Variable Account is registered with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940 ("Act"); and
WHEREAS, the Fund, a registered, open-end, diversified management
investment company, is divided into various Portfolios, each Portfolio being
subject to separate investment objectives and restrictions which may not be
changed without a majority vote of the shareholders of such Portfolio; and
WHEREAS, the Variable Account desires to purchase shares of the Fund;
and
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WHEREAS, the Fund agrees to make its shares available to serve as
underlying investment media for the various Divisions of the variable Account
with each Portfolio of the Fund serving as the underlying investment medium for
the corresponding Division of the variable Account; and
WHEREAS, Anchor National Financial Services, Inc., SunAmerica
Securities, Inc. and Royal Alliance Associates, Inc. (collectively referred to
as "Distributors"), which serve as the distributors for the Contracts funded in
the variable Account pursuant to agreements with Anchor National on behalf of
itself and the variable Account, are broker-dealers registered as such under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc.; and
WHEREAS, the Fund's shares are available for investment by separate
accounts of other insurance companies, which may or may not be affiliated
persons (as that term is defined in the Act) of Anchor National; and
WHEREAS, the Fund has undertaken that its Board of Trustees ("Board")
will monitor the Fund for the existence of material irreconcilable conflicts
that may arise between the Contract owners of separate accounts of insurance
companies that invest in the Fund, for the purpose of identifying and remedying
any such conflict;
NOW, THEREFORE, in consideration of the foregoing and of mutual
covenants and conditions set forth herein and for other good and valuable
consideration, Anchor National (on behalf of itself and the variable Account)
and the Fund hereby agree as follows:
1. The Contracts funded by the Variable Account will provide for
the allocation of net amounts among the various Divisions of the Variable
Account for investment in the shares of the particular Portfolio of the Fund
underlying each Division. The selection of a particular Division is to be made
(and such selection may be changed) in accordance with the terms of the
applicable Contract.
2. No representation is made as to the number or amount of such
Contracts to be sold. Anchor National, pursuant to its agreement with
Distributors, will make reasonable efforts to market those Contracts it
determines from time to time to offer for sale and, although it is not required
to offer for sale new Contracts, will accept payments and otherwise service
existing Contracts funded in the Variable Account.
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3. Fund shares to be made available to the respective Divisions
of the Variable Account shall be sold by each of the respective Portfolios of
the Fund and purchased by Anchor National for that Division at the net asset
value next computed after receipt of each order, as established in accordance
with the provisions of the then current prospectus of the Fund. Shares of a
particular Portfolio of the Fund shall be ordered in such quantities and at such
times as determined by Anchor National to be necessary to meet the requirements
of those Contracts having amounts allocated to the Division for which the Fund
Portfolio shares serve as the underlying investment medium. Orders and payments
for shares purchased will be sent promptly to the Fund and will be made payable
in the manner established from time to time by the Fund for the receipt of such
payments. The Fund reserves the right to delay transfer of its shares until the
payment check has cleared. The Fund has the obligation to insure that its shares
are registered at all times under the Securities Act of 1933 ("1933 Act").
4. The Fund will redeem the shares of the various Portfolios when
requested by Anchor National on behalf of the corresponding Division of the
variable Account at the net asset value next computed after receipt of each
request for redemption, as established in accordance with the provisions of the
then current prospectus of the Fund. The Fund will make payment in the manner
established from time to time by the Fund for the receipt of such redemption
requests, but in no event shall payment be delayed for a greater period than is
permitted by the Act.
5. Transfer of the Fund's shares will be by book entry only. No
stock certificates will be issued to the variable Account. Shares ordered from a
particular Portfolio of the Fund will be recorded in an appropriate title for
the corresponding Division of the Variable Account.
6. The Fund shall furnish notice promptly to Anchor National of
any dividend or distribution payable on its shares. All of such dividends and
distributions as are payable on each of the Portfolio shares in the title for
the corresponding Division of the variable Account shall be automatically
reinvested in additional shares of that Portfolio of the Fund. The Fund shall
notify Anchor National of the number of shares so issued.
7. All expenses incident to the performance by the Fund under
this Agreement shall be paid by the Fund. The Fund shall ensure that all its
shares are registered and authorized for issue in accordance with applicable
federal and state laws prior to their purchase by the Variable Account. Anchor
National shall bear none of the expenses for the cost of registration of the
Fund's shares, preparation of the Fund's prospectuses, proxy materials and
reports, the distribution of such items to
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shareholders, the preparation of all statements and notices required by any
federal or state law or any taxes on the issue or transfer of the Fund's shares
subject to this Agreement.
8. Anchor National, either directly or through Distributors,
shall make no representations concerning the Fund's shares other than those
contained in the then current prospectus of the Fund and in printed information
subsequently issued by the Fund as supplemental to such prospectus.
9. Anchor National shall provide pass-through voting privileges
to all variable Contract owners so long as the U.S. Securities and Exchange
Commission continues to interpret the Act to require pass-through voting
privileges for variable contractowners. Anchor National shall be responsible for
assuring that the variable Account calculates voting privileges in a manner
consistent with separate accounts of other insurance companies that are invested
in the Fund, which other insurance companies may or may not be affiliated with
Anchor National (collectively with Anchor National, "Participating Insurers"),
as determined by the Board. Anchor National will vote shares for which it has
not received voting instructions in the same proportion as it votes shares for
which it has received instructions.
10. Anchor National will report to the Board any potential or
existing conflicts of which it is or becomes aware between any of its Contract
owners, or between any of its Contract owners and Contract owners of other
Participating Insurers. Anchor National will be responsible for assisting the
Board in carrying out its responsibilities to identify material conflicts by
providing the Board with all information available to it that is reasonably
necessary for the Board to consider any issues raised, including information as
to a decision by Anchor National to disregard voting instructions of its
Contract owners.
11. The Board's determination of the existence of an
irreconcilable material conflict and its implications shall be made known
promptly by it to Anchor National and other Participating Insurers. An
irreconcilable material conflict may arise for a variety of reasons, including:
(a) an action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance tax, or securities laws or regulations, or
a public ruling, private letter ruling, or any similar action by insurance, tax,
or securities regulatory authorities; (c) an administrative or judicial decision
in any relevant proceeding; (d) the manner in which the investments of any
Portfolio are being managed; (e) a difference in voting instructions given by
variable annuity Contract owners and variable life insurance Contract owners
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or by Contract owners of different Participating Insurers; or (f) a decision by
a Participating Insurer to disregard the voting instructions of variable
Contract owners.
12. If it is determined by a majority of the Board or a majority
of its disinterested Trustees that a material irreconcilable conflict exists
that affects the interests of Anchor National Contract owners, Anchor National
shall, in cooperation with other Participating Insurers whose Contract owners,
interests are also affected by the conflict, take whatever steps are necessary
to remedy or eliminate the irreconcilable material conflict, which steps could
include: (a) withdrawing the assets allocable to the Variable Account from the
Fund or any Portfolio and reinvesting such assets in a different investment
medium, including another Portfolio of the Fund, or submitting the question of
whether such segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any particular
group (-e._q. annuity Contract owners or life insurance Contract owners) that
votes in favor of such segregation, or offering to the affected Contract owners
the option of making such a change; and (b) establishing a new registered
management investment company or managed separate account. Anchor National shall
take such steps at its expense if the conflict affects solely the interests of
the owners of Anchor National Contracts, but shall bear only its equitable
portion of any such expense if the conflict also affects the interests of the
Contract owners of one or more Participating Insurers other than Anchor
National, provided: that this sentence shall not be construed to require the
Fund to bear any portion of such expense. If a material irreconcilable conflict
arises because of Anchor National's decision to disregard Contract owner voting
instructions and that decision represents a minority position or would preclude
a majority vote, Anchor National may be required, at Fund's election, to
withdraw the Variable Account's investment in the Fund, and no charge or penalty
will be imposed against the Variable Account as a result of such a withdrawal.
Anchor National agrees to take such remedial action as may be required under
this paragraph (12) with a view only to the interests of its Contract owners.
For purposes of this paragraph (12), a majority of the disinterested members of
the Board shall determine whether or not any proposed action adequately remedies
any irreconcilable conflict, but in no event will Fund be required to establish
a new funding medium for any variable Contract. Anchor National shall not be
required by this paragraph (12) to establish a new funding medium for any
variable Contract if an offer to do so has been declined by vote of a majority
of affected Contract owners.
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13. In discharging its responsibilities under paragraphs 9, 10 and
12 hereinabove, Anchor National will cooperate and coordinate, to the extent
necessary, with the Board and with other Participating Insurers. Fund agrees
that it will require, as a condition to participation, that all Participating
Insurers shall have obligations and responsibilities regarding conflicts of
interest corresponding to those that are agreed to herein by Anchor National
pursuant to such paragraphs 9, 10 and 12 and pursuant to this paragraph 13.
14. This Agreement shall terminate:
(a) at the option of Anchor National or the Fund upon 60
days, advance written notice to all other parties to
this Agreement; or
(b) at the option of Anchor National if any of the Fund's
shares are not reasonably available to meet the
requirements of the Contracts funded in the Variable
Account as determined by Anchor National. Prompt
notice of election to terminate shall be furnished by
Anchor National; or
(c) at the option of Anchor National upon institution of
formal proceedings against the Fund by the Securities
and Exchange Commission; or
(d) upon the vote of Contract owners having an interest
in a particular Division of the variable Account to
substitute the shares of another investment company
for the corresponding Fund Portfolio shares in
accordance with the terms of the Contracts for which
those Fund shares had been selected to serve as the
underlying investment medium. Anchor National will
give 30 days, prior written notice to the Fund of the
date of any proposed action to replace the Fund's
shares; or
(e) in the event the Fund's shares are not registered,
issued or sold in accordance with applicable state
and/or federal law or such law precludes the use of
such shares as the underlying investment medium of
the Contracts funded in the variable Account. Prompt
notice shall be given by each party to all other
parties in the event that the conditions stated in
subsections (b), (c) or (d) of this Paragraph 14
should occur.
15. Notwithstanding any other provisions of this Agreement, the
obligations of the Fund hereunder are not personally binding upon any of the
trustees, shareholders, officers, employees or
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agents of the Fund; resort in satisfaction of such obligations shall be had only
to the assets and property of the Fund and not to the private property of any of
the Fund's trustees, shareholders, officers, employees or agents.
16. This Agreement shall be construed in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Anchor National Life Insurance Company
Attest:
/s/ Xxxxx X. Xxxxxx By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President & Chief Executive Officer
Variable Annuity Account One
By: Anchor National Life Insurance
Company
Attest:
/s/ Xxxxx X. Xxxxxx By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President & Chief Executive
Officer
Anchor Series Trust
Attest:
/s/ Xxxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Vice President
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Acknowledged and Agreed:
Anchor National Financial Services, Inc.
By: /s/ Xxxx Xxxx CEO
--------------------------------- Dated: Xxxxx 00, 0000
XxxXxxxxxx Securities, Inc.
By: /s/ Xxxx Xxxx CEO
--------------------------------- Dated: March 19, 1991
Royal Alliance Associates, Inc.
By: /s/ Xxxx Xxxx CEO
--------------------------------- Dated: March 19, 1991