Exhibit 99.B8a
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, entered into on this ___ day of __________, 19___,
among AMERICAN NATIONAL INSURANCE COMPANY ("Company"), a life insurance company
organized under the laws of the State of Texas, on behalf of itself and AMERICAN
NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT ("Separate Account"), a separate
account established by the Company in accordance with the laws of the State of
Texas, AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC. ("Fund"), an open-end
management investment company organized under the laws of the State of Maryland,
and SECURITIES MANAGEMENT AND RESEARCH, INC. ("Distributor"), a Florida
corporation.
W I T N E S S E T H:
WHEREAS, the Separate Account has been established by the Company
pursuant to the Texas Insurance Code in connection with certain variable
contracts ("Contracts") issued to the public by the Company; 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 the Company; and
WHEREAS, the Separate Account is subdivided into various Subaccounts
under which income, gains and losses, whether or not realized, form assets
allocated to each such Subaccount are, in accordance with the applicable
Contracts, to be credited to or charged against such Subaccounts without regard
to other income, gains or losses of other Subaccounts or of the Company; and
WHEREAS, the Fund is registered as an open-end diversified management
investment company under the Investment Company Act of 1940; and
WHEREAS, the Fund is divided into various series ("Portfolios"), each
Portfolio having a different investment objective and being subject to separate
investment policies and restrictions which may not be changed without the
majority vote of shareowners of such Portfolio; and
WHEREAS, the Fund agrees to make its shares available to serve as
underlying investment media for the Separate Account, with shares of each
Portfolio of the Fund to serve as the underlying investment medium for each of
the various Subaccounts 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 Exchange Act of 1934;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, the Company, the Separate Account, the Fund and the Distributor
hereby agree as follows:
1. The Contracts funded through the Separate Account will provide
for the allocation of net amounts among the various Subaccounts of the
Separate Account for investment in the shares of the
1
Portfolios of the Fund underlying each Subaccount. The selection of the
particular Subaccount 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. The Company and the 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 Subaccount of the
Separate Account shall be sold by each of the respective Portfolio of the
Fund and purchased by the Company for the corresponding Subaccount 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 Portfolio shall be ordered in such quantities and at such times
as determined by the Company to be necessary to meet the requirements of
those Contracts issued by the Company in that Subaccount of the Separate
Account for which the Portfolio shares serve as the underlying investment
medium. Orders or payments for shares purchases 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 certificate will be issued to the Separate Account. Shares ordered
from a particular Portfolio of the Fund will be recorded in an appropriate
title for the corresponding Subaccount of the Separate Account by the
Company.
5. The Fund shall furnish notice promptly to the Company of any
dividend or distribution payable on its shares. All such dividends and
distributions as are payable on each Portfolio's shares in the title for
the corresponding Subaccount of the Separate Account shall be automatically
reinvested in additional shares of that Portfolio. The Fund shall notify
the Company of the number of shares so issued.
6. 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 for the Separate
Account. The Company 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 preparation of all statements and notices
required by any federal or state law, or taxes on the issue or transfer of
the Fund's shares subject to this Agreement.
7. The Company and the Distributor 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 the Company or of the Fund upon sixty
(60) days' advance written notice to all other parties to this
Agreement;
(b) at the option of the Company if any of the Fund's shares
are not reasonably available to meet the requirements of the Contracts
as determined by the Company. Prompt notice of election to terminate
shall be furnished by the Company;
2
(c) at the option of the Company upon institution of formal
proceedings against the Fund by the Securities and Exchange
Commission;
(d) upon requisite vote of the Contract Owners having an
interest in a particular Subaccount 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. The Company will give thirty (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 the
Company. Prompt notice shall be given by 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.
9. Each notice required by this agreement may be given by wire or
facsimile transmission and confirmed in writing to:
Securities Management and Research, Inc.
Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
ATTN: President
American National Investment Accounts, Inc.
Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
ATTN: President
American National Variable Annuity Separate Account
Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
ATTN: President
American National Insurance Company
Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
ATTN: President
10. This agreement shall be construed in accordance with the laws
of the State of Texas.
3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be duly executed and attested on the date first stated above.
AMERICAN NATIONAL INSURANCE COMPANY
--------------------------------------------
By:
-----------------------------------------
Its:
----------------------------------------
AMERICAN NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT
--------------------------------------------
By:
-----------------------------------------
Its:
----------------------------------------
AMERICAN NATIONAL INVESTMENT ACCOUNTS, INC.
--------------------------------------------
By:
-----------------------------------------
Its:
----------------------------------------
SECURITIES MANAGEMENT AND RESEARCH, INC.
--------------------------------------------
By:
-----------------------------------------
Its:
----------------------------------------
4
