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EXHIBIT 8
FUND PARTICIPATION AGREEMENT
AGREEMENT, made on this 28th day of February 1995, among FIRST
SUNAMERICA LIFE INSURANCE COMPANY (the "Company"), a life insurance company
organized under the laws of the State of New York, on behalf of itself and on
behalf of FS VARIABLE ANNUITY ACCOUNT TWO ("Variable Account"), a separate
account of the Company existing pursuant to the laws of the State of New York
and MUTUAL FUND VARIABLE ANNUITY TRUST ("Fund"), an open-end management
investment company established pursuant to the Commonwealth of Massachusetts
under a Declaration of Trust dated April 14, 1994 and which is composed of
multiple investment series ("Portfolios").
WITNESSETH:
WHEREAS, the Company, by resolution, has established the Variable
Account on its books of account for the purpose of funding certain variable
annuity contracts issued by it to be marketed under the name "Vista Capital
Advantage" (the "Contracts"); and
WHEREAS, the Variable Account, registered with the Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 (the "1940 Act"), is divided into various portfolios
("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 variable annuity contracts, credited to or charged against such
Division without regard to any income, gains or losses of other Divisions or
separate accounts of the Company; and
WHEREAS, the Fund, registered with the SEC as an open-end, diversified
management investment company under the 1940 Act, is divided into various series
("Portfolios"), each Portfolio being subject to separate investment objectives
and restrictions which may not be changed without a majority vote of the
shareholders of each such Portfolio; and
WHEREAS, the Variable Account desires to purchase shares of the Fund in
connection with the issuance of the Contracts; and
WHEREAS, the Fund agrees to make shares of its Portfolios available to
serve as underlying investment media for the corresponding Divisions of the
Variable Account; and
NOW, THEREFORE, in consideration of the foregoing and of mutual
covenants and conditions set forth herein and for other good and valuable
consideration, the Company (on behalf of itself and the Variable Account) and,
the Fund hereby agree as follows:
ARTICLE I
SALE OF FUND SHARES
1.1 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 such 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.
1.2 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 the Company 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 the Company 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
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Fund for the receipt of such payments. The Fund has the obligation to ensure
that its shares to be made available to the appropriate Division(s) under the
Contracts are registered at all times under the Securities Act of 1933, as
amended (the "1933 Act").
1.3 The Fund will redeem the shares of the various Portfolios when
requested by the Company 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 0000 Xxx.
1.4 For purposes of paragraphs 1.2 and 1.3 above, the Company shall be
the agent of the Fund for the receipt of (i) orders to purchase, and (ii)
requests to redeem shares of the Portfolios of the Fund on behalf of the
Variable Account, the receipt of such orders and requests by such agent shall
constitute receipt thereof by the Fund, provided that the Fund receives actual
notice of such order or request by 12:00 noon (at the Fund's offices) on the
next following Business Day. "Business Day" shall mean any day on which the New
York Stock Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the SEC and the Fund's currently effective
registration statement.
1.5 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 to the Fund will be recorded in an appropriate title for
the corresponding Division of the Variable Account.
1.6 The Fund shall make the net asset value per share of each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 6:00 p.m. Eastern Time.
1.7 The Fund shall furnish same day notice promptly to the Company 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 the Company of the number of shares so issued.
ARTICLE II
REGISTRATION STATEMENTS,
SALES MATERIAL AND OTHER INFORMATION
2.1 The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such document may be amended or supplemented from time to time,
or in reports or proxy statements for the Fund, or in sales literature or other
promotional material approved by the Fund, except with the permission of the
Fund.
2.2 The Fund shall not give any information or make any representations
or statements on behalf of the Company or concerning the Company, the Variable
Account, or the Contracts other than the information or representations
contained in the registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for the Variable Account which are in the
public domain or approved by the Company for distribution to Contract owners, or
in sales literature or other promotional material approved by the Company,
except with the permission of the Company.
2.3 The Fund will provide to the Company at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above that relate to the Fund or
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its shares, contemporaneously with, or promptly after, the filing of such
document with the SEC or other regulatory authorities. The Fund shall provide
the Company copies of its prospectus, proxy material, reports to stockholders as
other communication to stockholders in such quantities as the Company and the
distributor for the Variable Account's shares shall reasonably require for
distributing to Contract owners and prospective Contract owners. Copies of such
material for distribution to Contract owners shall be provided to the Company at
the Fund's expense.
2.4 The Company will provide to the Fund at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, request for no- action
letters, and all amendments to any of the above, that relate to the Contracts or
the Variable Account, contemporaneously with, or promptly after, the filing of
such document with the SEC or other regulatory authorities.
2.5 For purposes of this Article II, the phrase "sales literature or
other promotional materials" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published articles), educational
or training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.
ARTICLE III
EXPENSES
3.1 All expenses incident to the performance of the Fund under this
Agreement shall be paid by the Fund (or the Fund will contract for a third party
to bear such expenses). The Fund shall ensure that all of its shares which are
subject to this Agreement are registered and authorized for issuance in
accordance with applicable federal and state laws prior to their purchase by the
Variable Account. Except as otherwise provided by the separate written agreement
(the "Omnibus Agreement") among the Company, The Chase Manhattan Bank, N.A.,
Vista Broker-Dealer Services, Inc., Anchor National Life Insurance Company and
the Company dated February 28, 1995, 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 distribution of such items to
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. The Fund's prospectus shall state that the Statement
of Additional Information for the Fund is available from the Company or the
distributor for the Contracts, and the Fund, at its expense, shall print and
provide such statement free of charge to the Company or the distributor for the
Contracts for distribution to any Contract Owner or prospective Contract Owner
who requests such statement.
ARTICLE IV
VOTING
4.1 The Company shall provide pass-through voting privileges to all
variable Contract owners so long as the SEC continues to interpret the 1940 Act
to require pass-through voting privileges for variable Contract owners. The
Company 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.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1 The Company represents and warrants that the Contracts are
or will be registered under the 1933 Act and have been duly authorized for
issuance. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under the laws of the
State of New York and that it has legally and validly established the Variable
Account prior to any issuance or sale thereof as a segregated asset account
under the New York Insurance Code and has registered or, prior to any issuance
or sale of the Contracts, will register the Variable Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts and that the Variable Account
will comply in all material respects with the 0000 Xxx.
5.2 The Fund represents and warrants that Fund shares sold through this
Agreement shall be registered under the 1933 Act, shall be duly authorized for
issuance and sold in compliance with all applicable federal and state securities
laws and that the Fund is and shall remain registered under the 0000 Xxx. The
Fund shall amend the Registration Statement for its shares under the 1933 Act
and the 1940 Act from time to time as required in order to effect the continuous
offering of its shares. The Fund represents that it is lawfully organized and
validly existing as a business trust under the laws of Delaware and that it does
and will comply in all material respects with the 0000 Xxx.
5.3 The Fund represents and warrants that it will at all times be
operated and managed (a) in compliance with all applicable federal and state
laws; (b) in compliance with the policies and procedures of the Fund and in
compliance with the objectives, policies and limitations for the Portfolio(s)
set forth in the Fund's current prospectus and statement of additional
information; (c) so as not to preclude either the treatment of the Contracts as
annuity contracts for purposes of the Internal Revenue Code of 1986, as amended
(the "Code"), or the eligibility of the Contracts to qualify for sale to the
public in any state where they may otherwise be sold; and (d) to minimize any
taxes and/or penalties payable by the Fund or such Portfolio. Without limiting
the scope of the foregoing, the Fund represents and warrants (i) qualification,
election and maintenance of such election by each Portfolio to be treated as a
"regulated investment company" pursuant to Section 851 of the Code, and (ii)
compliance with (aa) the provisions of the 1940 Act, and the rules adopted
thereunder; (bb) the diversification requirements of Section 817(h) of the Code
and regulations thereunder as set forth in guidelines provided by the Company
from time to time; (cc) applicable state insurance laws; (dd) applicable federal
and state securities, commodities and banking laws; and (ee) the distribution
requirements necessary to avoid payment of any excise tax pursuant to Section
4982 of the Code. The Fund will notify the Company immediately upon having a
reasonable basis for believing it will not be operated and managed as set forth
in this paragraph 5.3.
5.4 The Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of New York and the Fund represents that its operations are and shall at
all times remain in material compliance with the laws of the State of New York
to the extent required to perform this Agreement.
5.5 The Fund represents and warrants that all of its Directors,
officers, employees, investment advisers, and other persons dealing with the
money or securities of the Fund are and shall continue to be at all times
covered by a blanket fidelity bond or similar coverage for the benefit of the
Fund in an amount not less than the minimal coverage as required currently by
Section 17(g) of the 1940 Act or related provisions as may be promulgated from
time to time. The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
5.6 The Fund represents and warrants that no shares of any Portfolio
will be sold to the general public. The Fund further represents and warrants
that its shares will be offered or sold solely to separate accounts of the
Company or an affiliated insurance company thereof for a period of seven years
commencing March 1, 1995; provided, however, if the investment adviser to the
Fund has given six months written notice to the Company on any date after
September 1, 1988, the Fund may offer or sell its shares to separate accounts of
insurance companies unaffiliated with the Company. The Fund may also offer its
shares to insurance companies unaffiliated with the Company if, and only if, (i)
the products distributed
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by such separate account is not sold in any bank branches of the investment
adviser to the Fund, (ii) neither the Fund's investment adviser nor any party
selected by it acts as distributor, business manager or administrator for the
product; (iii) neither the name of the Fund's investment adviser nor the Vista
name is used in connection with the product except as necessary to identify the
role of the Fund's investment adviser as adviser or subadviser; and (iv) the
Fund's investment adviser does not act as investment adviser or subadviser for
more than one series out of five in any such variable annuity product, excluding
any cash or money market fund.
ARTICLE VI
INDEMNIFICATION
6.1 The Company agrees to indemnify and hold harmless the Fund and each
of its Trustees and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses) to which the Fund or such Trustees, officers or controlling person may
become subject under the 1933 Act , under any other statute, at common law or
otherwise, arising out of the acquisition of the Contracts by any person which
(i) may be based upon any breach of this Agreement by the Company, any of its
employees or representatives (other than an insurance agent), (ii) may be based
upon a breach of the representations and warranties made by the Company in this
Agreement, (iii) may be based on any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering the Contracts, or any amendments or supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon information furnished to the
Company by or on behalf of the Fund, or (iv) may be based on any untrue
statement or alleged untrue statement of material fact contained in a
registration statement or prospectus covering the Fund, or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Fund by or on behalf of the Company;
provided, however, that in no case (a) is the Company's indemnity in favor of a
Trustee or officer or any other person deemed to protect such Trustee or officer
or other person against any liability to which any such person would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence in
the performance of his or her duties or by reason of his or her reckless
disregard of obligations and duties under this Agreement, or (b) is the Company
to be liable under its indemnity agreement contained in this paragraph 6.1 with
respect to any claim made against the Fund or any person indemnified unless the
Fund or such person, as the case may be, shall have notified the Company in
writing pursuant to paragraph 8.1 of this Agreement within a reasonable time
after the summons or other first legal process giving information of the nature
of the claims shall have been served upon the Fund or upon such other person (or
after the Fund or such person shall have received notice of such service on any
designated agent), but failure to notify the Company of any such claim shall not
relieve the Company from any liability which it may have to the Fund or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph 6.1. The Company shall be
entitled to participate, at its own expense, in the defense, or, if it so
elects, to assume the defense of any suit which could result in liability to it
under this paragraph 6.1, but if the Company elects to assume the defense, such
defense shall be conducted by counsel chosen by it and reasonably satisfactory
to the Fund and to such of its officers, Trustees, and controlling person or
persons as may be defendants in the suit. In the event that the Company elects
to assume the defense of any such suit and retain such counsel, the Fund, such
Trustees, officers and controlling person or persons shall bear the fees and
expenses of any additional counsel retained by them, but, in the case the
Company does not elect to assume the defense of any such suit, the Company will
reimburse the Fund, such officers, Trustees, and controlling person or persons
for the reasonable fees and expenses of any counsel retained by them. The Fund
agrees promptly to notify the Company pursuant to paragraph 8.1 of this
Agreement of the commencement of any litigation or proceedings against it or its
officers or Trustees in connection with the issue and sale of any Contracts.
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6.2 The Fund agrees to indemnify and hold harmless the Company
and its affiliates and each of their Directors and officers and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which it or such Directors,
officers or controlling person may become subject under the 1933 Act, under any
other statute, at common law or otherwise, arising out of the acquisition of any
shares of the Fund by any person which (i) may be based upon any breach of this
Agreement by the Fund or any of its employees or representatives, (ii) may be
based upon any breach of the representations and warranties made by the Fund in
this Agreement (iii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in a registration statement or prospectus
covering shares of the Fund or any amendment thereof or supplement thereto, or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon information
furnished to the Fund by the Company, or (iv) may be based on any untrue
statement or alleged untrue statement of a material fact contained in a
registration statement or prospectus covering the Contracts, or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Company by or on behalf of the Fund;
provided, however, that in no case (a) is the Fund's indemnity in favor of a
Director or officer or any other person deemed to protect such Director or
officer or other person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his or her duties or by reason of his or her
reckless disregard of obligations and duties under this Agreement or (b) is the
Fund to be liable under its indemnity agreement contained in this paragraph 6.2
with respect to any claims made against the Company or such person indemnified
unless the Company or such person, as the case may be, shall have notified the
Fund in writing pursuant to paragraph 8.1 of this Agreement within a reasonable
time after the summons or the first legal process giving information of the
nature of the claim shall have been served upon the Company or such other person
(or after the Company or such person shall have received notice of such service
on any designated agent), but failure to notify the Fund of any claim shall not
relieve it from any liability which it may have to the Company or any person
against whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph 6.2. The Fund will be entitled to
participate, at its own expense, in the defense, or, if it so elects, to assume
the defense of any suit which could result in liability to it under this
paragraph 6.2, but, if the Fund elects to assume the defense, such defense shall
be conducted by counsel chosen by it and reasonably satisfactory to the Company
and to such of its Directors, officers and controlling person or persons as may
be defendants in the suit. In the event that the Fund elects to assume the
defense of any such suit and retain such counsel, the Company, such Directors,
officers and controlling person or persons shall bear the fees and expenses of
any additional counsel retained by them, but, in the case the Fund does not
elect to assume the defense of any such suit, it will reimburse the Company,
such Directors, officers and controlling person or persons for the reasonable
fees and expenses of any counsel retained by them. The Company agrees promptly
to notify the Fund pursuant to paragraph 8.1 of this Agreement of the
commencement of any litigation or proceedings against it or any of its officers
or Directors in connection with the issue and sale of any shares of the Fund.
ARTICLE VII
Termination
7.1 This Agreement shall terminate:
(a) by mutual written consent of the Company and the
Fund;
(b) after six years from March 1, 1995, at the option of
the Company or the Fund upon 60 days' advance written
notice to all other parties to this Agreement; or
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(c) at the option of the Company 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 the Company; or
(d) at the option of the Company upon institution of
formal proceedings against the Fund by the SEC or
any other regulatory body; or
(e) at the option of the Fund upon institution of
formal proceedings against or with respect to the
Variable Account by the SEC or any other regulatory
body; or
(f) 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 Portfolio shares in
accordance with the terms of the Contracts for
which those shares had been selected to serve as
the underlying investment medium. The Company will
give 30 days' prior written notice to the Fund of
the date of any proposed action to replace the
Fund's shares; or
(g) in the event a Portfolio'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; provided, however, that such
termination shall only affect this Agreement's
applicability to such Portfolio; or
(h) at the option of the Company if the Fund (i) ceases
to qualify as a Regulated Investment Company under
Subchapter M of the Code or under any successor or
similar provision, or if the Company reasonably
believes that the Fund may fail to so qualify, (ii)
fails to meet the diversification requirements
specified in paragraph 5.5 hereof, or (iii)
otherwise materially breaches this Agreement; or
(i) at the option of the Fund, upon material breach of
this Agreement by the Company; or
(j) at the option of the Fund, without payment of any
amount, for cause on not less than 60 days prior
written notice to the Company, unless such cause has
been cured within 30 days of receiving such notice,
for any one of the following reasons:
(i) the acquisition of more than 50% of the common
stock, par value $1.00 per share, of SunAmerica Inc.
by a national bank holding company (as such term is
defined under the Bank Holding Company Act) or an
asset management company which acts as an investment
adviser with respect to mutual funds aggregating more
than $15 billion in assets (in each case where such
entity is not controlled by SunAmerica prior to such
acquisition);
(ii) other than as required by law, a material change
in, or other material revision tot he Contracts not
previously accepted in writing by the Fund's
investment adviser; or
(iii) any material suspension or withdrawal, or
revision downward, of the Company's published claims
paying ratings below "A-" (or in the case of Xxxxx'x
Investor Services, below Baa3) by (A) any
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two of the following rating agencies: Standard &
Poor's Corporation, Duff & Xxxxxx and Best's
Insurance Reports and (B) Xxxxx'x Investor
Services.
Prompt notice shall be given by each party to all other parties in the
event that the conditions stated in subsections (c), (d), (e), (g), (h), (i) or
(j) of this paragraph 7.1 should occur.
7.2 Notwithstanding any termination of this Agreement under paragraph
7.1, the Fund shall, at the option of the Company, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement for all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts") for a period of
at least two years. The owners of the Existing Contracts shall be permitted to
reallocate investments in the Fund, redeem investments in the Fund or invest in
the Fund upon the making of additional purchase payments under the Existing
Contracts.
7.3 Notwithstanding any termination of this Agreement under this
paragraph 7.1, the provisions of paragraphs 6.1 and 6.2 (Indemnification) shall
survive any termination of this Agreement.
7.4 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 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 such Fund's trustees,
shareholders, officers, employees or agents.
ARTICLE VIII
Notices
8.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Fund: Mutual Fund Variable Annuity Trust
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
With a copy to: The Chase Manhattan Bank, N.A.
Two Chase Xxxxxxxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
Vice President
If to the Company: SunAmerica Inc.
0 XxxXxxxxxx Xxxxxx
Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxx Xxxxx
Vice President
With a copy to: SunAmerica Inc.
0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
Vice President,
General Counsel-Corporate
Affairs & Secretary
ARTICLE IX
Miscellaneous
9.1 This Agreement shall be construed in accordance with the laws of
the State of New York.
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9.2 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
9.3 If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
9.4 The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.
9.5 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ XXXXX X. XXXXXX
------------------------------------
Xxxxx X. Xxxxxx, Senior Vice President
FS VARIABLE ANNUITY ACCOUNT TWO
By: FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Senior Vice President
MUTUAL FUND VARIABLE ANNUITY TRUST
By: /s/ [unreadable]
-----------------------------------
