EXHIBIT (8)(h)
FUND PARTICIPATION AGREEMENT
THIS FUND PARTICIPATION AGREEMENT (the "Agreement") is made as of April 1,
2011 by and among First SunAmerica Life Insurance Company ("First SunAmerica")
SunAmerica Capital Services, Inc., formerly AIG SunAmerica Capital Services,
Inc., ("SACS"), Columbia Management Investment Advisers, LLC (successor to
Columbia Management Advisors, LLC) ("Columbia") and RiverSource Variable Series
Trust, a Massachusetts business trust ("RSVST").
W I T N E S S E T H T H A T:
WHEREAS, First SunAmerica, SACS, Columbia and Columbia Funds Variable
Insurance Trust ("CFVIT") are parties to that certain Participation Agreement,
dated May 1, 2006 as amended (the "Legacy Participation Agreement") relating to
shares of the portfolios listed on Exhibit A attached hereto (each, an "Acquired
Fund");
WHEREAS, the shareholders of each Acquired Fund have voted to approve a
proposal to merge the Acquired Fund with and into a portfolio of RSVST (each, an
"Acquiring Fund") as listed on Exhibit A (each, a "Reorganization");
WHEREAS, First SunAmerica, SACS, Columbia and RSVST desire to enter into a
participation agreement on terms identical to those in the Legacy Participation
Agreement, other than the substitution of RSVST for CFVIT, solely with respect
to the Acquiring Fund;
NOW THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. The parties agree to enter into a new participation agreement solely with
respect to the Acquiring Fund on terms identical to those in the Legacy
Participation Agreement, a copy of which is attached hereto as Exhibit B, other
than the substitution of RSVST for CFVIT.
2. This Agreement shall be effective with respect to each Acquiring Fund as of
the date the Reorganization occurs.
3. This Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.
4. Subsequent to the date of this Agreement RSVIT will be renamed Columbia
Variable Insurance Trust II.
- 1 -
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
FIRST SUNAMERICA LIFE
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Executive Vice President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Chief
Distribution Officer
COLUMBIA MANAGEMENT
INVESTMENT ADVISERS, LLC
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Senior Vice President
RIVERSOURCE VARIABLE SERIES TRUST
By: /s/ J. Xxxxx Xxxxxxxxxxx
---------------------------------
Name: J. Xxxxx Xxxxxxxxxxx
Title: President
- 2 -
EXHIBIT A
ANTICIPATED
ACQUIRED FUND ACQUIRING FUND MERGER DATE
Columbia Large Cap Value RiverSource Variable Portfolio - April 29, 2011
Fund, Variable Series, a Diversified Equity Income Fund,
series of Columbia Funds a series of RiverSource Variable
Variable Insurance Trust Series Trust*
* This fund will be renamed "Columbia Variable Portfolio-Diversified Equity
Income Fund" after the acquisition occurs.
- 3 -
EXHIBIT B
Legacy Participation Agreement
Fund Participation Agreement among Columbia Management Advisors, LLC, Columbia
Fund Variable Insurance Trust, First SunAmerica Life Insurance Company, and AIG
SunAmerica Capital Services, Inc. (n/k/a SunAmerica Capital Services, Inc.)
dated May 1, 2006, as amended.
- 4 -
