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EXHIBIT (8)
FUND PARTICIPATION AGREEMENT
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THIS AGREEMENT, entered into as of this 29th day of March, 1988, among
ANCHOR NATIONAL LIFE INSURANCE COMPANY ("Anchor"), a life insurance company
organized under the laws of the State of California, on behalf of itself and
AMERICAN PATHWAY II - SEPARATE ACCOUNT OF ANCHOR NATIONAL LIFE INSURANCE
COMPANY, ("Separate Account") a Separate Account established by Anchor in
accordance with the laws of the State of California, ANCHOR PATHWAY FUND
("Fund"), an open-end management investment company organized under the laws of
the State of Massachusetts, and ANCHOR NATIONAL FINANCIAL SERVICES, INC.
("Distributor"), a Maryland corporation.
WITNESSETH:
WHEREAS, the Separate Account has been established by Anchor pursuant to
the California Insurance Code in connection with certain variable annuity
contracts ("Contracts") issued to the public by Anchor; and
WHEREAS, the Separate Account is registered as a unit investment trust
under the Investment Company Act of 1940;
WHEREAS, the income, gains and losses, whether or not realized, from
assets allocated to the Separate Account are, in accordance with the applicable
Contracts, to be credited to or charged against such Separate Account without
regard to other income, gains or losses of Anchor; and
WHEREAS, the Separate Account is subdivided into various "Variable
Accounts" under which income, gains and losses, whether or not realized, from
assets allocated to each such Variable Account are, in accordance with the
applicable Contracts, to be credited to or charged against the Variable Accounts
without regard to other income, gains or losses of other Variable Accounts or of
Anchor; and
WHEREAS, the Fund is divided into various "Series", each Series being
subject to separate investment policies and restrictions which may not be
changed without a majority vote of the shareowners of such Series; and
WHEREAS, the Fund agrees to make its shares available to serve as
underlying investment media for the Separate Account, with shares of each Series
of the Fund to serve as the underlying investment medium for each of the various
Variable Accounts in the Separate Account; and
WHEREAS, Distributor, the principal underwriter for the Contracts to be
funded in the Separate Account, is a broker-dealer registered as such under the
Securities and Exchange Act of 1934;
NOW THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Anchor, the Separate Account, the Fund, and Distributor hereby agree as follows:
1. The Contracts funded through the Separate Account will provide for
the allocation of net amounts among the various Variable Accounts of the
Separate Account for investment in the shares of the Series of the fund
underlying each Variable Account. The selection of the particular Variable
Account is to be made by the Contract Owner and such selection may be changed in
accordance with the terms of the Contracts.
2. No representation is made as to the number or amount of such
Contracts to be sold. Anchor and Distributor will make reasonable efforts to
market such Contracts and will comply with all applicable Federal or state laws
in connection therewith.
3. Fund shares to be made available to each Variable Account of the
Separate Account shall be sold by each of the respective Series of the fund and
purchased by anchor for the corresponding Variable Account at the net asset
value (without the imposition of a sales load) 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 Series shall be ordered in such
quantities and at such times as determined by anchor to be necessary to meet the
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requirements of those contracts issued by anchor in that Variable Account of the
Separate Account for which the Series shares serve as the underlying investment
medium. Orders or 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.
4. Transfer of the Fund's shares will be by book entry only. No Stock
Certificates will be issued to the Separate Account. Shares ordered from a
particular Series of the fund will be restored in an appropriate title for the
corresponding Variable Account of the Separate Account by Anchor.
5. The Fund shall furnish notice promptly to Anchor of any dividend or
distribution payable on its shares. All of such dividends and distributions as
are payable on each Series' shares in the title for the corresponding Variable
Account of the Separate Account shall be automatically reinvestment in
additional shares of that Series. The Fund shall notify Anchor of the number of
shares so issued.
6. All expenses incident to the performance by the Fund under this
Agreement shall be paid by that Fund. The Fund shall see to it that all its
shares are registered and authorized for issue in accordance with applicable
federal and state laws prior to their purchase for the Separate Account. Anchor
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 each Contract Owner who has allocated net amounts
to any Variable Account of the Separate Account, the preparation of all
statements and notices required by any federal or state law, or taxes on the
issue or transfer of Fund's shares subject to this Agreement.
7. Anchor and Distributer shall make no representations concerning the
Fund's shares except those contained in the then current prospectus of the Fund
and in printed information subsequently issued on behalf of the Fund as
supplemental to such prospectus.
8. This Agreement shall terminate:
a. at the option of Anchor or of the fund upon sixty
days advance written notice to all others;
b. at the option of Anchor if any of Fund's shares are
not reasonably available to meet the requirements of
the Contracts as determined by Anchor. Prompt notice
of election to terminate shall be furnished by
Anchor;
c. at the option of Anchor upon institution of formal
proceedings against the Fund by the Securities and
Exchange Commission.
d. upon requisition vote of the Contract Owners having
an interest in a particular Variable Account of the
Separate Account to substitute the shares of another
investment company for the corresponding fund 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 will give
30 days prior written notice to the Fund of the date
of any proposed vote to replace the Fund shares;
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 issued or to be issued by Anchor.
Prompt notice shall be given to any party to all
other parties in the event that the conditions stated
in this subsection (e) or in any subsection of this
Section 8 should occur.
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9. The obligations of the Fund under this Agreement are not binding upon
any of the Trustees, officer, employees, agents or shareholders of the Fund
individually, but bind only the Fund. Anchor, the Separate Account and
Distributor agree to look solely to the assets of the Fund for the satisfaction
of any liability of the Fund in respect of this Agreement and will not see
recourse against such Trustees, officers, employees, agents or shareholders, or
any of them, or any of their personal assets for such satisfaction.
10. 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 to
be duly executed and attested 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
AMERICAN PATHWAY II - SEPARATE ACCOUNT OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
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 PATHWAY FUND
Attest:
/s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
ANCHOR NATIONAL FINANCIAL SERVICES, INC.
Attest:
/s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Secretary