1
EXHIBIT 8
FUND PARTICIPATION AGREEMENT
AGREEMENT, made on this 3rd day of March, 1995, between FIRST SUNAMERICA
LIFE INSURANCE COMPANY ("First Sun"), a life insurance company organized under
the laws of the State of New York, on behalf of itself and on behalf of FS
VARIABLE SEPARATE ACCOUNT ("Variable Account"), a separate account of First Sun
existing pursuant to the laws of the State of New York and SUNAMERICA SERIES
TRUST ("Fund"), an open-ended management investment company established
pursuant to the Commonwealth of Massachusetts under a Declaration of Trust
dated September 11, 1992, which is composed of multiple investment series
("Portfolios").
WITNESSETH:
WHEREAS, First Sun, by resolution, had established the Variable Account on
its books of account for the purpose of funding certain variable annuity
contracts issued by it; and
WHEREAS, the Variable Account 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 First Sun; 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 each such Portfolio; and
WHEREAS, the Variable Account desires to purchase shares of the Fund in
connection with the issuance of certain variable annuity contracts to be
marketed under the name Polaris (collectively with other contracts and policies
that may be funded through the Fund, "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
WHEREAS, SUNAMERICA CAPITAL SERVICES, INC. ("Distributor"), which serves
as the distributor for the Contracts funded in the Variable Account pursuant to
an agreement with First Sun on behalf of itself and the Variable Account is a
broker-dealer registered as such under the Securities Exchange Act of 1934 and
a member of the National Association of Securities Dealers, Inc.;
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
First Sun (on behalf of itself and the Variable Account) and, the Fund hereby
agree as follows:
1
2
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.
2. No representation is made as to the number or amount of such
Contracts to be sold. First Sun, pursuant to its agreement with Distributor,
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, First Sun will accept payments and otherwise service existing
contracts funded in the Variable Account.
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 First Sun 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 First Sun 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 has the obligation to ensure that its shares 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").
4. The Fund will redeem the shares of the various Portfolios when
requested by First Sun 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 1940 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 to 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 First Sun of any
dividend or distribution payable on its shares which are subject to this
Agreement. 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 First Sun of the number of shares so issued.
7. All expenses incident to the performance of the Fund under this
Agreement shall be paid by the Fund. The Fund shall ensure that all of its
shares which are subject to this Agreement are registered and authorized for
issue in accordance with applicable federal and state laws prior to their
purchase by the Variable Account. First Sun 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.
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3
8. First Sun, either directly or through Distributor, shall make no
representations concerning the Fund's shares which are subject to this
Agreement 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. First Sun and the Fund acknowledge that in the future, the fund's
shares may become 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 First Sun (collectively with First Sun,
"Participating Insurers"). In such event, (a) the Fund shall undertake 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
Participating Insurers, for the purpose of identifying and remedying any such
conflict and (b) paragraphs 10, 11 and 12 shall apply. In discharging its
responsibilities under paragraphs 10, 11 and 12 hereinafter, First Sun will
cooperate and coordinate, to the extent necessary, with the Board and with
other Participating Insurers. The 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 First Sun pursuant to such paragraphs 10,
11 and 12 and pursuant to this paragraph 9.
10. First Sun 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 as to require pass-through voting privileges for
variable Contract owners. First Sun shall be responsible for assuring that the
Variable Account calculates voting privilege in a manner consistent with
separate accounts of other Participating Insurers, as determined by the Board.
First Sun will vote shares for which it has not received voting instructions in
the same proportions as it votes shares for which it has received instructions.
11. First Sun 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. First Sun 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 First Sun
to disregard voting instructions of its Contract owners.
12. The Board's determination of the existence of an irreconcilable
material conflict and its implications shall be made known promptly by it to
First Sun and other Participating Insurers. An irreconcilable material conflict
may arise for a variety of reason, 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 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.
13. 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 First Sun Contract owners, First Sun 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
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4
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.g., annuity Contract owners
or life insurance Contract owners) that votes in favor of such segregation, or
offering to the affected Contract owners of the option of making such a change;
and (b) establishing a new registered management investment company or managed
separate account. First Sun shall take such steps at its expense if the
conflict affects solely the interest of the owners of First Sun Contracts, but
shall bear only its equitable portion of any such expense if the conflict also
affects the interest of the Contract owners of one or more Participating
Insurers other than First Sun, 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 First Sun's decision to
disregard Contract owner voting instructions and that decision represents a
majority position or would preclude a majority vote, First Sun 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. First Sun agrees to take such remedial action as
may be required under this paragraph 13, 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 Contracts. First
Sun shall not be required by this paragraph 13 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.
14. This Agreement shall terminate:
(a) at the option of First Sun or the Fund upon 60 days' advance
written notice to all other parties to this Agreement; or
(b) at the option of First Sun 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 First Sun. Prompt
notice of election to terminate shall be furnished by First Sun;
or
(c) at the option of First Sun upon institution of formal
proceedings against the Fund by the Securities 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
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. First Sun 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. 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.
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5
15. Notwithstanding any other positions 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.
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.
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ XXX XXXXX
-------------------------------------
Xxx Xxxxx
President and Chief Executive Officer
FS VARIABLE SEPARATE ACCOUNT
By: FIRST SUNAMERICA LIFE INSURANCE
COMPANY
By: /s/ XXX XXXXX
-------------------------------------
Xxx Xxxxx
SUNAMERICA SERIES TRUST
By: /s/ XXXXXX X. XXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
Acknowledged and Agreed:
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ XXXXX XXXXXXX Date:
------------------------------ ------------------
XXXXX XXXXXXX
Executive Vice President
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6
FUND PARTICIPATION AGREEMENT
AGREEMENT, made on this 3rd day of March 1995, between FIRST SUNAMERICA
LIFE INSURANCE COMPANY ("First Sun"), a life insurance company organized under
the laws of the State of New York, on behalf of itself and on behalf of FS
VARIABLE SEPARATE ACCOUNT ("Variable Account"), a separate account of First Sun
existing pursuant to the laws of the State of New York and ANCHOR SERIES TRUST
("Fund"), an open-end management investment company established pursuant to the
Commonwealth of Massachusetts under a Declaration of Trust dated August 26,
1983, which is composed of multiple investment series ("Portfolios").
WITNESSETH:
WHEREAS, First Sun, by resolution, has established the Variable Account on
its books of account for the purpose of funding certain variable annuity
contracts issued by it; and
WHEREAS, the Variable Account 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 First Sun; 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 each such Portfolio; and
WHEREAS, the Variable Account desires to purchase shares of the Fund in
connection with the issuance of certain variable annuity contracts to be
marketed under the name Polaris (collectively with other contracts and policies
that may be funded through the Fund, "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
WHEREAS, SUNAMERICA CAPITAL SERVICES, INC. ("Distributor"), which serves
as the distributor for the Contracts funded in the Variable Account pursuant to
an agreement with First Sun on behalf of itself and the Variable Account is a
broker-dealer registered as such under the Securities Exchange Act of 1934 and
a member of the National Association of Securities Dealers, Inc.;
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
First Sun (on behalf of itself and the Variable Account) and, the Fund hereby
agree as follows:
-1-
7
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.
2. No representation is made as to the number or amount of such
Contracts to be sold. First Sun, pursuant to its agreement with Distributor,
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, First Sun will accept payments and otherwise service existing
contracts funded in the Variable Account.
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 First Sun 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 First Sun 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 has the obligation to ensure that its shares 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").
4. The Fund will redeem the shares of the various Portfolios
when requested by First Sun 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 1940 Act.
5. Transfers 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.
6. The Fund shall furnish notice promptly to First Sun of any
dividend or distribution payable on its shares which are subject to this
Agreement. 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 First Sun of the number of shares so issued.
7. All expenses incident to the performance of the Fund under
this Agreement shall be paid by the Fund. The Fund shall ensure that all of its
shares which are subject to this Agreement are registered and authorized for
issue in accordance with applicable federal and state laws prior to their
purchase by the Variable Account. First Sun 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.
- 2 -
8
8. First Sun, either directly or through Distributor, shall make no
representations concerning the Fund's shares which are subject to this
Agreement 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. First Sun and the Fund acknowledge that in the future, the Fund's
shares may become 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 First Sun (collectively with First Sun "Participating
Insurers"). In such event, (a) the Fund shall undertake 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
Participating Insurers, for the purpose of identifying and remedying any such
conflict and (b) paragraphs 10, 11 and 12 shall apply. In discharging its
responsibilities under paragraphs 10, 11 AND 12 HEREINAFTER, First Sun will
cooperate and coordinate, to the extent necessary, with the Board and with
other Participating Insurers. The 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 First Sun pursuant to such paragraphs 10,
11 and 12 and pursuant to this paragraph 9.
10. First Sun 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 as to require pass-through voting privileges for
variable Contract owners. First Sun shall be responsible for assuring that the
Variable Account calculates voting privilege in a manner consistent with
separate accounts of other Participating Insurers, as determined by the Board.
First Sun will vote shares for which it has not received voting instructions in
the same proportions as it votes shares for which it has received instructions.
11. First Sun 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. First Sun 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 First Sun
to disregard voting instructions of its Contract owners.
12. The Board's determination of the existence of an irreconcilable
material conflict and its implications shall be made known promptly by it to
First Sun and other Participating Insurers. An irreconcilable material conflict
may arise for a variety of reason, 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 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.
13. 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 First Sun Contract owners, First Sun 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
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9
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.g., annuity Contract owners or
life insurance Contract owners) that votes in favor of such segregation, or
offering to the affected Contract owners of the option of making such a change;
and (b) establishing a new registered management investment company or managed
separate account. First Sun shall take such steps at its expense if the conflict
affects solely the interest of the owners of First Sun Contracts, but shall bear
only its equitable portion of any such expense if the conflict also affects the
interest of the Contract owners of one or more Participating Insurers other than
First Sun, 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 First Sun's decision to disregard Contract owner voting
instructions and that decision represents a majority position or would preclude
a majority vote, First Sun 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. First Sun
agrees to take such remedial action as may be required under this paragraph 13,
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 Contracts. First Sun shall not be required by this paragraph 13 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.
14. This Agreement shall terminate:
(a) at the option of First Sun or the Fund upon 60 days'
advance written notice to all other parties to this
Agreement; or
(b) at the option of First Sun 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
First Sun. Prompt notice of election to terminate shall be
furnished by First Sun; or
(c) at the option of First Sun 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 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. First Sun 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. 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.
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10
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 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.
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.
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx
President and Chief Executive Officer
FS VARIABLE SEPARATE ACCOUNT
By: FIRST SUNAMERICA LIFE INSURANCE
COMPANY
By: /s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx
ANCHOR SERIES TRUST
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Secretary
Acknowledged and Agreed:
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx Dated:
----------------------------- ---------------
XXXXX XXXXXXX
Executive Vice President
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