SunAmerica Series Trust Fund Participation Agreement
FUND PARTICIPATION AGREEMENT
THIS AGREEMENT (the “Agreement”), made and entered into January 1, 2026 (the “Effective Date”) by and among
American General Life Insurance Company, organized under the laws of the state of Texas (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to
time (each account referred to as the “Account” and collectively as the “Accounts”); SunAmerica Series Trust, an open-end management investment company organized under the laws of the
Commonwealth of Massachusetts under a Declaration of Trust dated September 11, 1992, as amended and restated to date (the “Fund”); and SunAmerica Asset Management, LLC, a limited liability company organized under the laws of
Delaware and investment adviser to the Fund (the “Adviser”).
WHEREAS, the Fund engages in business as an
open-end management investment company; and
WHEREAS, beneficial interests in the Fund are divided into several
series of shares, each representing the interest in a particular managed portfolio of securities and other assets (the “Portfolios”) and such shares are issued to separate accounts of insurance companies to fund variable insurance
products and certain qualified pension and retirement plans; and
WHEREAS, the Company, as depositor, has established the Accounts to serve as investment
vehicles for certain variable annuity contracts and variable life insurance policies offered by the Company set forth on Schedule A (the “Contracts”); and
WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolutions of the Board of Directors of the Company
under the insurance laws of the state of Texas, to set aside and invest assets attributable to the Contracts; and
WHEREAS, the Company intends to
purchase shares of the Portfolios named in Schedule B, as such schedule may be amended from time to time (the “Designated Portfolios”) on behalf of the Accounts to fund the Contracts; and
WHEREAS, an order of the Securities and Exchange Commission (the “Commission” or “SEC”) dated November 5, 2014, (File No. 812-14226) grants certain separate accounts supporting variable life insurance policies, their life insurance company depositors, and their principal underwriters, exemptions from Sections 9(a), 13(a),
15(a) and 15(b) of the Investment Company Act of 1940 (the “1940 Act”), and from Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary for
such separate accounts to purchase and hold Fund shares at the same time that such shares are sold to or held by separate accounts of affiliated and unaffiliated insurance companies supporting either variable annuity contracts or variable life
insurance policies, or both, the investment adviser or sub-advisers to a Fund, any general account of an insurance company depositor of such separate accounts (representing seed money investments in the Fund), and/or by qualified pension and
retirement plans (the “SEC Order”); and
WHEREAS, the Fund’s principal underwriter (“Distributor”) is a broker-dealer
registered as such under the Securities Exchange Act of 1934 (“1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”).
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Adviser hereby agree as follows:
ARTICLE I: SALE OF FUND SHARES
1.1 The Fund agrees to sell to the Company those shares of the Designated Portfolios which each Account orders (based on orders placed by Contract owners on
that Business Day, as defined below), executing such orders on a daily basis at the net asset value (and with no sales charges) next computed after receipt by the Fund or its designee of the order for the shares of the Fund. For purposes of this
Section 1.1, the Company will be the designee of the Fund for receipt of such orders from each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 11:00 a.m. Eastern
Time on the next following Business Day or such later time as permitted by Section 1.8 hereof. “Business Day” will 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 Securities and Exchange Commission.
1.2 The Fund agrees to redeem for cash, upon the Company’s request, any full
or fractional shares of the Fund held by the Company (based on orders placed by Contract owners on that Business Day), executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its
agent of the request for redemption. For purposes of this Section 1.2, the Company will be the designee of the Fund for receipt of requests for redemption from each Account and receipt by such designee will constitute receipt by the Fund;
provided the Fund receives notice of such requests for redemption by 11:00 a.m. Eastern Time on the next following Business Day or such later time as permitted by Section 1.8 hereof. After consulting with the Company, the Fund reserves the
right to delay payment of redemption proceeds, but in no event may any such delay by the Fund in paying redemption proceeds cause Company or any Account to fail to meet its obligations under Section 22(e) of the 1940 Act.
1.3(a) Fund/SERV Transactions. If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry
and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply:
The Company and the Fund or their respective designees will each be bound by the rules of the National Securities Clearing
Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or their respective designees with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will
each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant
NSCC service or system (collectively, the “NSCC Systems”).
Any information transmitted through the NSCC
Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures
reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party.
On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the
Company in good form on each Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by the NSCC, the net aggregate purchase or redemption orders (if any) for each Account received by the Closing Time on such
Business Day in accordance with Section 1.1 (for net purchases) or Section 1.2 (for net redemptions), as applicable. All orders received by the Company after the Closing Time on a Business Day shall not be transmitted to the NSCC prior to
the following Business Day. The
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Company will wire payment for net purchase orders in immediately available funds, to an NSCC settling bank account designated by the Fund, in accordance with NSCC rules and procedures on the
Business Day following the Business Day on which such purchase orders are communicated in proper form to the NSCC. The Fund will wire payment for net redemption orders in immediately available funds, to an NSCC settling bank account designated by
the Company, in accordance with NSCC rules and procedures no later than on the Business Day following the Business Day on which such purchase orders are communicated in proper form to the NSCC.
(b) Manual Transactions. If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties
are not able to transmit or receive information through Fund/SERV, the following provisions shall apply:
On each Business Day, the
Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company in good form on such Business Day. The Company will place separate orders to purchase or redeem shares of each Designated
Portfolio. Each order shall describe the net amount of shares and dollar amount of each Designated Portfolio to be purchased or redeemed. In the event of net purchases, the Company shall pay for net purchase orders by wiring federal funds to Fund or
its designated custodial account (by 2:00 pm EST) on the next Business Day after an order to purchase Designated Portfolio shares is made in accordance with the provisions of Section 1.1 hereof (or such later time as permitted by
Section 1.8 hereof). Upon receipt by the Fund of the payment, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Fund. In the event of net redemptions, the Fund shall pay the net redemption
proceeds by wiring federal funds to the Company or its designated custodial account (by 2:00 pm EST) on the next Business Day after an order to redeem a Designated Portfolio’s shares is made in accordance with the provision of Section 1.2
hereof. Upon receipt by the Company of the payment, such funds shall cease to be the responsibility of the Fund and shall become the responsibility of the Company.
1.4 The Fund agrees to make shares of the Designated Portfolios available continuously for purchase at the applicable net asset value per share by the Company
on behalf of the Accounts on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the Commission and the Fund shall calculate such net asset value on each day which the NYSE is open for regular
trading; provided, however, that the Board of Directors of the Fund (the “Fund Board”) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required
by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the
shareholders of such Portfolio.
1.5 The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current
prospectus and statement of additional information of the Fund in accordance with the provisions of such prospectus and statement of additional information to the extent not inconsistent with the terms and conditions of this Agreement.
1.6 Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or to any Account.
Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate sub-account of each Account.
1.7 The Fund will furnish same day notice to the Company of the declaration of any income, dividends or capital gain distributions payable on each Designated
Portfolio’s shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Portfolio shares in the form of additional
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shares of that Portfolio at the ex-dividend date net asset values. The Company reserves the right to revoke this election and to receive all such dividends
and distributions in cash. The Fund will notify the Company of the number of shares so issued as payment of such income, dividends and distributions.
1.8
The Fund will make the net asset value per share for each Designated Portfolio available to the Company via electronic means on each Business Day as soon as reasonably practical after the net asset value per share is calculated and will use its best
efforts to make such net asset value per share available by 7:00 p.m., Eastern Time, each Business Day. In the event that the Fund is unable to meet the 7:00 p.m. time stated herein, it shall provide additional time for the Company to place orders
for the purchase and redemption of Fund shares and wire net payments for the purchase of Fund shares. Such additional time shall be equal to the additional time which the Fund takes to make the net asset value available to the Company. If the Fund
provides the Company materially incorrect net asset value per share information (as determined under SEC guidelines), the Fund shall make an adjustment to the number of shares purchased or redeemed for the Accounts to reflect the correct net asset
value per share, and the Adviser shall bear the cost of correcting such errors and shall reimburse the Company for any expenses incurred related to correction of the net asset value (including correcting Contract owner accounts). Any material error
in the calculation or reporting of net asset value per share, dividend or capital gain information shall be reported to the Company upon discovery by the Fund. Upon timely notification of any overpayment by the Fund to a Contract owner due to a
materially incorrect net asset value calculation (as determined by SEC guidelines), the Company shall reasonably cooperate with the Fund and Adviser to remit back to the Fund any such overpayment that has not been paid or credited to the Contract
owner, subject to the Adviser’s obligation to reimburse the Company for any reasonable costs and expenses associated with such correction.
ARTICLE II: REPRESENTATIONS AND WARRANTIES
2.1
The Company represents and warrants that interests under the Contracts are or will be registered under the Securities Act of 1933 (the “1933 Act”), or are exempt from registration thereunder, and that the Contracts will be issued and
sold and distributed in compliance with all applicable federal and state laws. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly
established each Account as a separate account under applicable law and that each Account is or will be registered as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the
Contracts, or is exempt from registration thereunder, and that it will maintain such registration for so long as any Contracts are outstanding, as applicable. The Company will amend the registration statement under the 1933 Act for the Contracts and
the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the
Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.
2.2 Subject to
compliance by each Designated Portfolio with the requirements of Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), the regulations thereunder, or any successor provision, the Company
represents and warrants that the Contracts are currently and at the time of issuance will be treated as life insurance, or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify the
Fund immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.
2.3 The Company is, and shall carry out its activities under this Agreement, in compliance with all applicable anti-money laundering laws, rules and
regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. The Company further represents that it has policies and procedures in place reasonably designed to detect money
laundering and terrorist financing, including the reporting of suspicious activity.
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2.4 The Fund and Adviser each represents and warrants that shares of the Designated Portfolio(s) sold
pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered as an open-end management
investment company under the 1940 Act for as long as such shares of the Designated Portfolio(s) are sold. The Fund will 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 will register and qualify the shares of the Designated Portfolio(s) for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund.
2.5 The Fund currently intends for one or more classes of shares of the Portfolios (each, a “Class”) to make payments pursuant to a plan
(“Plan”) adopted pursuant to Rule 12b-1 under the 1940 Act, although it may determine to discontinue such practice in the future. To the extent that any Class of the Fund finances its
distribution expenses pursuant to a Plan adopted under Rule 12b-1, the Fund undertakes to comply, in all material respects, with any then current SEC interpretations concerning Rule 12b-1 or any successor provisions.
2.6 The Fund and Adviser represent and warrant that the Fund is lawfully organized
and validly existing under the laws of the State of Massachusetts and that the Fund does and will comply in all material respects with applicable provisions of the 1940 Act and any applicable regulations thereunder. The Fund and Adviser represent
and warrant that the Fund’s operations, and that of each Designated Portfolio, does and will comply with applicable federal and state law.
2.7 The
Fund and Adviser represent and warrant that all of the Fund’s directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and 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 Rule 17g-(1) of the 1940 Act or related provisions as
may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.
2.8
The Fund is, and shall carry out its activities under this Agreement, in compliance with all applicable anti-money laundering laws, rules and regulations including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. The Fund further represents that it has policies and procedures in place reasonably designed to detect money laundering and terrorist financing, including the reporting of suspicious activity.
2.9 The Adviser represents and warrants that it is lawfully organized and validly existing under the laws of its state of organization; it is duly registered
as an investment adviser under the Investment Advisers Act of 1940, as amended, and will remain duly registered under all applicable federal and state securities laws; and that it will perform its obligations for the Fund in accordance in all
material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
2.10 The Fund represents and warrants that
the Distributor is lawfully organized and validly existing under the laws of its state of organization; it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and will remain duly
registered under all applicable federal and state securities laws, and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and serves as principal underwriter of the Fund and that it will perform its
obligations for the Fund in accordance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.
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ARTICLE III: FUND COMPLIANCE
3.1 The Fund and Adviser represent and warrant that each Designated Portfolio is currently qualified as a Regulated Investment Company under Subchapter M of
the Code, and that they will maintain such qualification (under Subchapter M or any successor or similar provision), and that they will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.
3.2 The Fund and the Adviser acknowledge that the Fund has obtained the SEC Order granting exemptions from
various provisions of the 1940 Act and the rules thereunder to separate accounts supporting variable life insurance policies to the extent necessary to permit them to hold Fund shares when Fund shares also are sold to and held by variable annuity
and variable life insurance separate accounts of both affiliated and unaffiliated insurance companies supporting either variable annuity contracts or variable life insurance policies, or both, investment adviser or
sub-advisers, or by qualified pension and retirement plans.
3.3 The Fund and Adviser acknowledge that currently
or in the future, the Fund’s shares may become available for investment by separate accounts for other insurance companies, which may or may not be affiliated persons (as that term is defined in the 1940 Act) of the Company (collectively with
the Company, “Participating Insurers”). In such event, (a) the Fund shall undertake that its Board of Trustees (“Board”) will monitor the Fund for existence of material irreconcilable conflicts that may arise between the
contract owners of Participating Insurers, for the purpose of identify and remedying any such conflict and (b) Sections 3.4, 3.5, and 3.6 shall apply. In discharging its responsibilities under Sections 3.4, 3.5, and 3.6 hereinafter, the Company
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 the Company pursuant to Sections 3.4, 3.5, 3.6 and this Section 3.3.
3.4 Upon request by the Fund’s Board, the Company will report 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. The Company will be responsible for assisting the Fund’s 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 the Company to disregard voting instructions of its Contract owners.
3.5 The Board’s determination of the existence of an irreconcilable material conflict and its implications shall be made known promptly by it to the
Company and other Participating Insurers. An irreconcilable material conflict may arise of a variety of reasons, 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.
3.6 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 the Company Contract owners, the Company 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
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steps could include: (a) withdrawing the assets allocable to the separate accounts named in Schedule A 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. The Company shall take such steps at its expense if the conflict affects solely the interests of the owners of the Company 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 the Company, 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 the Company’s decision to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at Fund’s election, to
withdraw the separate accounts named in Schedule A invested in the Fund, and no charge or penalty will be imposed against the separate accounts named in Schedule A as a result of such a withdrawal. The Company agrees to take such remedial action as
may be required under this Section 3.6 with a view only to the interests of its Contract owners. For purposes of this Section 3.6, 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. The Company shall not be required by this Section 3.6 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.
3.7 The Trust and Adviser represent and
warrant that each Designated Portfolio is currently, or, if newly organized, will be, qualified as a regulated investment company under Subchapter M of the Code, and that each Designated Portfolio will maintain such qualification (under Subchapter M
or any successor or similar provision) and that no other Participating Insurance Companies will purchase shares in any Designated Portfolio for any purpose or under any circumstances that would preclude the Company from “looking through”
to the investments of each Designated Portfolio in which it invests, pursuant to the “look through” rules found in Treasury Regulation Section 1.817-5. The Trust, its designee, or the Adviser
will notify the Company immediately upon having a reasonable basis for believing that any Designated Portfolio has ceased to so qualify, or that any might not so qualify in the future, within the grace periods afforded by the Code or regulations
(and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting the Code or the regulations).
The Trust and Adviser represent and warrant that for each quarter each Designated Portfolio does and will at all times invest money from the Contracts in such
a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder; including, but not limited to, that the Trust will at all times comply with the diversification requirements of
Section 817(h) of the Code and any regulations thereunder applicable to variable contracts as defined in Section 817(d) of the Code and any amendments or other modifications or successor provisions to such Sections or regulations (and any
revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting those Sections or regulations), as if those requirements applied directly to each such Portfolio. The Trust will notify the
Company immediately upon having a reasonable basis for believing that the Trust or a Portfolio thereunder has ceased to comply with the diversification requirements or that the Trust or Portfolio might not comply with the diversification
requirements in the future. In the event of a breach of this representation and warranty the Trust will take all reasonable steps to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Treasury Regulation Section 1.817-5.
3.8 The Fund and Adviser represent and warrant that the Fund is and shall maintain compliance
with Rule
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38a-1 under the 1940 Act and Adviser represents and warrants that the Adviser is and shall maintain compliance with Rule
206(4)-7 under the Advisers Act.
ARTICLE IV: PROSPECTUS AND PROXY STATEMENTS/VOTING
4.1 At least annually (or in the case of a prospectus supplement, when that supplement is issued), the Fund will timely provide the Company with as many
copies of the current Fund prospectus and statement of additional information (describing only the Designated Portfolio(s)) and any supplements thereto as the Company may reasonably request for distribution, at the Fund’s expense, to Contract
owners at the time of Contract fulfillment and confirmation. To the extent that the Designated Portfolio(s) are one or more of several Portfolios of the Fund, the Fund shall bear the cost of providing the Company only with disclosure related to the
Designated Portfolio(s).
4.2 The Fund on behalf of one or more Designated Portfolios will provide the Company upon its request with copies of summary
prospectuses and supplements thereto in the same manner and at the same time that the Fund provides the Company with statutory prospectuses. The Fund represents and warrants that the summary prospectuses and any supplements provided thereto will
comply with the requirements of Rule 498 applicable to its Designated Portfolios.
4.3 The Company represents and warrants that its use of the summary
prospectuses and supplements, its website and the manner and procedures related to its hosting of the summary prospectuses and supplements on its website will at all times comply with the requirements of Rule 498. The Fund, at its sole cost and
expense, shall provide the Company with summary prospectuses containing the appropriate hyperlinks required by Rule 498 and such other documentation that may be required by Rule 498.
4.4 The Fund may require the Company to terminate the use of the summary prospectuses by providing the Company with at least one hundred and thirty-five
(135) days’ prior written notice. The Fund agrees that the Company is not required to distribute the summary prospectuses to its Contract owners and that any use will be in the discretion of the Company. The Company shall provide the Fund
with at least thirty (30) days’ prior written notice of its intended use of the summary prospectuses and at least sixty (60) days’ prior written notice of its intent to terminate use of the summary prospectuses.
4.5 The Fund shall be responsible for preparing, hosting on its website, and providing to the Company upon request, the materials required by Rule 30e-1 (“Rule 30e-1”) under the 1940 Act and Item 27A(i) of Form N-1A (collectively, the “Required Materials”)
which may include, among other things:
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(a) |
Current Annual and Semi-Annual Reports to Shareholders (i.e., Tailored Shareholder Reports);
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(b) |
Current Annual and Semi-Annual Financial Statements; and |
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(c) |
Portfolio Holdings for Most Recent First and Third Fiscal Quarters. |
4.6 The Fund shall host and maintain the website specified in paragraph (b)(2)(i) of Rule 30e-1, so that the relevant
Required Materials are publicly accessible, free of charge, at that website, in accordance with the conditions set forth in that paragraph.
4.7 The Fund
shall be responsible for the content and substance of the Required Materials as provided to the Company, including, but not limited to, the accuracy and completeness of the Required Materials. Without limiting the generality of the foregoing in any
manner, the Fund shall be responsible for ensuring that the Required Materials as provided to the Company:
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(a) |
Meet the applicable standards of the 1933 Act, the 1934 Act, the 1940 Act, and all rules and regulations under
those Acts; and |
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(b) |
Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they are made, not misleading. |
4.8 The Fund, or its designee,
shall, at its expense, as the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Required Materials, so that the Company may maintain a supply of such current paper documents
sufficient in its reasonable judgment to meet anticipated requests from Contract owners pursuant to Rule 30e-1. Such Company requests shall be fulfilled reasonably promptly, but in no event more than seven
(7) business days after the request from the Company is received by the Fund.
4.9 Alternatively, if requested by the Company in lieu thereof, the
Fund or its designee shall provide such electronic or other documentation (including “camera ready” copies of the current Required Materials as set in type), and such other assistance as is reasonably necessary to have the then current
Required Materials printed for distribution (pursuant to requests from Contract owners; see paragraph (b)(3) of Rule 30e-1, as applicable); the reasonable costs of providing the electronic documentation and of
such printing to be borne by the Fund.
4.10 The Fund shall be responsible for preparing and providing the following “Fund Documents,” as
specified in paragraph (j)(1)(iii) of Rule 498A:
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(a) |
Summary Prospectus for the Designated Portfolios; |
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(b) |
Statutory Prospectus for the Designated Portfolios; |
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(c) |
Statement of Additional Information (“SAI”) for the Designated Portfolios; and
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(d) |
Most Recent Annual and Semi-Annual Reports to Shareholders (under Rule
30e-1 under the 1940 Act) for the Designated Portfolios. |
4.11 The Fund shall provide the Fund
Documents specified in Sections 4.10(a), (b), and (c) above to the Company (or its designee) on a timely basis (to facilitate the required website posting) and provide updated versions as necessary, to facilitate a continuous offering of the
Fund’s securities and the Contracts. The Fund shall provide the Shareholder Reports specified in Section 4.10(d) above within 60 days after the close of each of the Fund’s reporting periods (in accordance with Rule 30e-1 under the 1940 Act).
4.12 The Fund shall provide the Fund Documents to the Company (or its designee) in an
electronic format that is suitable for website posting, and in a format, or formats, that:
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(a) |
are both human-readable and capable of being printed on paper in human-readable format (in accordance with
paragraph (h)(2)(i) of Rule 498A); |
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(b) |
permit persons accessing the Statutory Prospectus and SAI to move directly back and forth between each section
heading in a table of contents of such document and the section of the document referenced in that section heading (that is, these documents must include linking, in accordance with paragraph (h)(2)(ii) of Rule 498A); and
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(c) |
permit persons accessing the Fund Documents to permanently retain, free of charge, an electronic version of
such materials that meet the requirements of subsections (a) and (b) above (in accordance with paragraph (h)(3) of Rule 498A). |
4.13 The Company shall host and maintain the website specified in paragraph (j)(1)(iii) of Rule 498A, so that the Fund Documents are publicly accessible, free
of charge, at that website, in accordance with the conditions set forth in that paragraph, provided that the Fund fulfills its obligations under this Agreement. The Fund shall pay the Company a reasonable fee as compensation for the Company hosting
the website specified in (j)(1)(iii) of Rule 498A. As of the Effective Date, the Fund and/or the Advisor shall pay the Company quarterly 50% of the Company’s hosting fees paid under the Company’s website hosting service provider
agreement to host the website specified in paragraph (j)(1)(iii) of Rule 498A.
Within six (6) months from the Effective Date, the Company and the
Adviser shall collaborate in good faith to determine whether an alternative solution to the website specified in paragraph (j)(1)(iii) of Rule 498A is feasible. If the parties mutually agree that an alternative solution is feasible and cost
effective, they shall: (i) equally share the costs of implementation; (ii) equally share any cost savings resulting from such implementation; and (iii) negotiate in good faith appropriate terms regarding the Company’s customer
experience standards and indemnification requirements.
4.14 The Company shall ensure that an Initial Summary Prospectus is used for each currently
offered Contract described under the related registration statement, in accordance with paragraph (j)(1)(i) of Rule 498A. The Fund shall ensure that a summary prospectus is used for the Designated Portfolios, in accordance with paragraph (j)(1)(ii)
of Rule 498A.
4.15 The Fund shall be responsible for the content and substance of the Fund Documents as provided to the Company, including, but not
limited to, the accuracy and completeness of the Fund Documents. Without limiting the generality of the foregoing in any manner, the Fund shall be responsible for ensuring that the Fund Documents as provided to the Company:
| |
(a) |
Meet the applicable standards of the 1933 Act, the 1934 Act, the 1940 Act, and all rules and regulations under
those Acts; and |
| |
(b) |
Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they are made, not misleading. |
4.16 The Fund shall, at its expense,
as the Company may reasonably request from time to time, provide the Company with sufficient paper copies of the then current Fund Documents, so that the Company may maintain a supply of such current paper documents sufficient in its reasonable
judgment to meet anticipated requests from existing Contract owners (see paragraphs (i)(1) and (j)(3) of Rule 498A). Such Company requests shall be fulfilled reasonably promptly, but in no event more than three (3) business days after the
request from the Company is received by the Fund.
| |
(a) |
Alternatively, if requested by the Company in lieu thereof, the Fund or its designee shall provide such
electronic or other documentation (including “camera ready” copies of the current Fund Documents as set in type), and such other assistance as is reasonably necessary to have the then current Fund Documents printed for distribution; the
reasonable costs of providing the electronic documentation and of such printing and mailing to be borne by the Fund with respect to existing Contract owners only. |
10
| |
(b) |
The Fund shall reimburse the Company for the reasonable costs of printing and mailing the Fund Documents to
existing Contract owners. |
The Company shall bear any costs associated with the printing and mailing of Fund Documents
to prospective Contract owners.
4.17 The Fund shall provide such data regarding each Designated Portfolio’s expense ratios and investment
performance as the Company shall reasonably request, to facilitate the registration and sale of the Contracts. Without limiting the generality of the foregoing, the Fund shall provide the following Fund expense and performance data on a timely basis
to facilitate the Company’s preparation of its annually updated registration statements for the Contracts (and as otherwise reasonably requested by the Company), but in no event later than eighty (80) calendar days after the close of each
Designated Portfolio’s fiscal year:
| |
(a) |
the gross “Annual Fund Company Expenses” for each Designated Portfolio calculated in
accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements; and |
| |
(b) |
the net “Annual Fund Company Expenses” (aka “Total Annual Fund Operating
Expenses”) for each Designated Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements, and the period for which the expense
reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Fund; and |
| |
(c) |
the “Average Annual Total Returns” for each Designated Portfolio (before taxes) as calculated
pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10-year periods). |
4.18 The Fund, at its expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders/Contract
owners and other permissible communications to shareholders/Contract owners in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing Contract owners, and
will bill the Fund for the reasonable cost of such distribution.
4.19 If and to the extent required by law, the Company will:
(a) solicit voting instructions from Contract owners;
(b) vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from Contract owners; and
(c) vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, in the same proportion
as shares of such Designated Portfolio for which instructions have been received from the Company’s Contract owners,
so long as and to the extent
that the Commission continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent
permitted by law. The Company will be responsible for assuring that the Accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements.
11
4.20 The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in
particular, the Fund either will provide for annual meetings (except insofar as the Commission may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends, to comply with Section 16(c) of the
1940 Act (although the Fund is not one of the trusts described in Section 16(c) of the 1940 Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in accordance with the Commission’s
interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the Commission may promulgate with respect thereto.
ARTICLE V: SALES MATERIAL AND INFORMATION
5.1
The Company will furnish, or will cause to be furnished, to the Fund or the Adviser, each piece of sales literature or other promotional material in which the Fund or the Adviser is named, at least ten (10) Business Days prior to its use. No
such material will be used if the Fund or the Adviser reasonably objects to such use within five (5) Business Days after receipt of such material.
5.2 The Company will not give any information or make any representations or statements on behalf of the Fund, Adviser, or Distributor, or concerning the
Fund, Adviser, or Distributor, in connection with the sale of the Contracts other than the information or representations contained in the registration statement, prospectus or SAI for Fund shares, as such registration statement, prospectus and SAI
may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Adviser or their designees for distribution, or in
sales literature or other material provided by the Fund or by the Adviser, except with permission of the Fund or the Adviser or their designees. The Fund and the Adviser agree to respond to any request for approval on a prompt and timely basis.
5.3 The Fund or the Adviser will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional
material in which the Company or its separate account is named, at least ten (10) Business Days prior to its use. No such material will be used if the Company or its designee reasonably objects to such use within five (5) Business Days
after receipt of such material.
5.4 The Fund and the Adviser will not give any information or make any representations or statements on behalf of the
Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or SAI for the Contracts, as such registration statement, prospectus and SAI may be
amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other material provided by
the Company, except with written permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.
5.5
The Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, SAIs, 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 its shares, within a reasonable time after filing of each such document with the Commission or FINRA.
5.6 The Company will provide to the Fund at least one complete copy of all definitive prospectuses, definitive SAI, reports, solicitations for voting
instructions, 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 Contracts or each Account, within a reasonable time after filing
of each such document with the
12
Commission or FINRA (except that with respect to post-effective amendments to such prospectuses and SAIs and sales literature and promotional material, only those prospectuses and SAIs and sales
literature and promotional material that relate to or refer to the Fund will be provided.) In addition, the Company will provide to the Fund at least one complete copy of (i) a registration statement that relates to the Contracts or each
Account, containing representative and relevant disclosure concerning the Fund; and (ii) any post-effective amendments to any registration statements relating to the Contracts or such Account that refer to or relate to the Fund.
5.7 The Fund and Adviser will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Designated Portfolio, and
of any material change in the Fund’s registration statement, particularly any material change resulting in a material change to the registration statement or prospectus or statement of additional information for any Account. The Fund and
Adviser will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Fund and
Adviser will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses.
5.8 For purposes of this Article V, the phrase “sales literature or other promotional material” 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, (i.e., on-line networks such as the Internet or other electronic messages)), 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 article), educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements, prospectuses, SAIs, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under FINRA rules, the 1933 Act or the
1940 Act.
5.9 The Fund, the Adviser and the Company agree to adopt and implement procedures reasonably designed to ensure that information concerning the
Company, the Fund, the Adviser or the Distributor, respectively, and their respective affiliated companies, that is intended for use only by brokers or agents selling the Contracts is properly marked as “Not For Use With The Public” and
that such information is only so used.
ARTICLES VI: FEES, COSTS AND EXPENSES
6.1 The Fund will pay no fee or other compensation to the Company under this Agreement, except as provided below: (a) if the Fund or any Designated
Portfolio adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution and shareholder servicing expenses, then, subject to obtaining any required exemptive orders or other
regulatory approvals, the Fund may make payments to the Company or to the underwriter for the Contracts if and in such amounts agreed to by the Fund in writing; (b) the Fund may pay fees to the Company for administrative services provided to
Contract owners that are not primarily intended to result in the sale of shares of the Designated Portfolio or of underlying Contracts as separately agreed to in writing.
6.2 The Fund shall bear its expenses relating to the Fund’s performance of its obligations under this Agreement to the extent permitted by law, except
as expressly provided otherwise herein. The Company shall bear its expenses relating to the performance of the Company’s obligations under this Agreement to the extent permitted by law, except as expressly provided otherwise herein. All shares
of the Designated Portfolios will be duly authorized for issuance and registered in accordance with applicable federal law and, to the extent deemed advisable by the Fund, in accordance with applicable state law, prior to sale.
13
ARTICLE VII: RULE 22c-2 AGREEMENT
7.1 Definitions. As used in this section of the Agreement relating to Rule 22c-2 under the 1940 Act (the
“Rule”), the following terms shall have the following meanings, unless a different meaning is clearly required by the contexts:
| |
(a) |
The term “Fund” does not include any “excepted funds” as defined in the Rule, which
includes any: (i) money market fund; (ii) fund that issues securities that are listed on a national exchange; or (iii) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently
discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund. The term “Fund” shall also include the Fund’s designee (i.e., principal underwriter or transfer
agent). |
| |
(b) |
The term “Fund Policies” means policies established by the Fund for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by the Designated Portfolio resulting from short-term trading, as described in the applicable Designated Portfolio’s current prospectus. |
| |
(c) |
The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of
record issued by a Designated Portfolio under the 1940 Act that are held through Accounts established by the Company. |
| |
(d) |
The term “Shareholders” shall mean those contract or policy owners of the Company that hold an
interest in a Designated Portfolio, directly or indirectly through Contracts issued by the Company on behalf of the Accounts. |
| |
(e) |
The term “Shareholder-Initiated Transfer Purchase” means a transaction that is initiated or
directed by a Shareholder that results in a transfer of assets within a Contract to a Designated Portfolio, but does not include the following: (i) transactions that are executed automatically pursuant to a contractual or systematic program or
enrollment such as transfer of assets within a Contract to a Designated Portfolio as a result of “dollar cost averaging” programs, asset allocation programs or any other automatic rebalancing programs; (ii) required transactions
pursuant to a Contract living or death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death or living benefit; (iv) transactions that
are executed as a result of allocation of assets to a Designated Portfolio through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to
the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period. |
| |
(f) |
The term “Shareholder-Initiated Transfer Redemption” means a transaction that is initiated or
directed by a Shareholder that results in a transfer of assets within a Contract out of a Designated Portfolio, but does not include the following: (i) transactions that are executed automatically pursuant to a contractual or systematic program
or enrollments such as transfers of assets within a Contract out of a Designated Portfolio as a result of annuity payouts, loans, systematic withdrawal programs, asset allocation programs and automatic rebalancing programs; (ii) transactions
that are executed as a result of any deduction of charges or fees under a Contract; (iii) transactions within a Contract out of a Designated Portfolio as a result of scheduled withdrawals or surrenders from a Contract; (iv) transactions
|
14
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that are executed as a result of payment of a death benefit from a Contract; or (v) transactions that are executed as a result of minimum distributions required by applicable federal tax
law. |
| |
(g) |
The term “written” includes electronic and facsimile writings and transmissions and such other
means as the Parties may agree from time-to-time. |
7.2.
Agreement to Provide Information. Company agrees to provide the Fund the taxpayer identification number (“TIN”), the Individual/International Taxpayer Identification Number (“ITIN”) or other government-issued identifier, (or
an equivalent identifying number), of any or all Shareholder(s) of the Account, and the amount, date and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an
Account maintained by the Company (“Transaction Information”). It is understood that Company intends to provide the Transaction Information regarding each Designated Portfolio daily, but the Fund may, from time to time, make a written
request (“Request”) regarding a specific Designated Portfolio or for a specific period in accordance with this Agreement.
Unless otherwise
specifically requested by the Fund, Company shall only be required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions.
7.3 Period Covered by Request. Any Request must set forth a specific period for which the Transaction Information is being sought (the “Covered
Period”), but the Covered Period shall not include any day that is earlier than 90 days prior to the day Company received the Request. The Fund may request Transaction Information older than 90 days from the date of the Request as it deems
necessary to investigate compliance with Fund Policies.
7.4 Form and Timing of Response/Indirect Intermediaries. Requests must be in “Good
Form.” Good Form means the Request (i) is made using the “Request for Information” form attached as Exhibit A, (ii) includes all the information required by the form, except as noted therein; (iii) is signed by a
duly authorized officer of the Fund; and (iv) is received by Company.
Company agrees to transmit the Transaction Information on its books and
records to the Fund promptly, but in any event not later than five (5) business days, or as otherwise agreed to by the Parties, after receipt of a Request. The format for the Transaction Information provided to the Fund (either daily or as part
of a Request) shall be via file transfer protocol (FTP) formal or other agreed upon method.
If requested by the Fund in writing, Company agrees to use
best efforts to determine whether any specific Shareholder about whom it has Transaction Information is itself a financial intermediary (“Indirect Intermediary”) and, upon further request by the Fund, to promptly either (i) provide
(or arrange to have provided) the Transaction Information for those Shareholders who hold an account with an Indirect Intermediary, or (ii) restrict or prohibit the Indirect Intermediary from purchasing, in nominee name on behalf of others,
Shares of the Designated Portfolio. Company additionally agrees to inform the Fund whether it plans to perform (i) or (ii).
7.5 Limitations on Use
of Information. The Fund agrees not to use the information received pursuant to this Agreement for any purpose other than as necessary to comply with the provisions of the Rule without prior written consent of Company, or for any purpose not
permitted under the privacy provisions of Title V of the Gramm-Leach-Bliley Act (Public Law 106-102) and comparable state laws.
7.6 Agreement to Restrict Trading. Company agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of
Shares by a Shareholder that has been identified by the
15
Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Company’s Account) that violate Fund Policies.
Any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions as set forth
in Section 7.2. Company will execute such instructions with respect to the Shareholder, but only for the Contract through which such transactions in the Designated Portfolio’s Shares occurred in violation of the Fund’s Policies.
7.7 Form of Instructions. Instructions to restrict trading must be in “Good Form.” Good Form means that the instructions (i) are made
using the “Instructions to Restrict Trading” form attached at Exhibit B; (ii) include all the information required by the form; (iii) are signed by a duly authorized officer of the Fund; and (iv) are received by Company.
Upon request of the Company, the Fund agrees to provide to the Company, along with the Instructions to Restrict Trading form, information regarding those trades of the Contract holder that violated the Fund’s Policies.
7.8 Timing of Response. Company agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days, or as
otherwise agreed to by the Parties, after receipt of the instructions by the Company.
7.9 Confirmation by Company. Company will provide written
confirmation regarding any instructions executed on behalf of the Fund pursuant to this Agreement. The confirmation will be provided via FTP format as soon as reasonably practicable, but not later than ten (10) business days, or as otherwise
agreed to by the Parties, after the instructions have been executed.
ARTICLE VIII: INDEMNIFICATION
8.1 INDEMNIFICATION BY THE COMPANY
(a) The Company agrees to
indemnify and hold harmless the Fund and the Adviser, and each person, if any, who controls the Fund or the Adviser within the meaning of such terms under the federal securities laws and any director, trustee, officer, employee or agent of the
foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company)
or actions in respect thereof (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related to the sale, acquisition, or holding of the Fund shares or the Contracts and:
(1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration
statement, prospectus or SAI for the Contracts or contained in the Contracts or sales literature or other promotional material for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to
any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Fund or the Adviser for use in the registration
statement, prospectus or SAI for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
16
(2) arise out of or as a result of statements or representations by or on behalf of the
Company (other than statements or representations contained in the Fund registration statement, prospectus, SAI or sales literature or other promotional material of the Fund, or any amendment or supplement to the foregoing, not supplied by the
Company or its designee) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or
(3) arise out of untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement,
prospectus, SAI or sales literature or other promotional material of the Fund (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not
misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or its designee; or
(4) arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or otherwise, to meet the qualifications specified in Section 2.2 of this Agreement); or
(5) arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or
result from any other material breach by the Company of this Agreement;
except to the extent provided in Sections 8.1(b) and 8.4 hereof. This
indemnification will be in addition to any liability that the Company otherwise may have.
(b) No party will be entitled to indemnification under
Section 8.1(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless
disregard of its obligations or duties under this Agreement.
(c) The Indemnified Parties promptly will notify the Company of the commencement of any
litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance, holding or sale of the Fund shares or the Contracts or the operation of the Fund.
8.2 INDEMNIFICATION BY THE ADVISER
(a) The Adviser agrees to
indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the
“Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) or actions in respect thereof
(including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale, acquisition, or holding of the Fund shares or the Contracts and:
(1) arise out of
or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or
supplement to any of the foregoing), or arise
17
out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated or necessary to make such statements not misleading in light of the
circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with
information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or
(2) arise out of or as a result of statements or representations (other
than statements or representations contained in the Contracts or in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts, or any
amendment or supplement to the foregoing, not supplied by the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively) or wrongful conduct of the Adviser or the Fund or persons under the control of the Adviser or the
Fund respectively, with respect to the sale or distribution of the Contracts or Fund shares; or
(3) arise out of any untrue
statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material 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 or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon
and in conformity with information furnished to the Company by or on behalf of the Adviser or the Fund or persons under the control of the Adviser or the Fund; or
(4) arise as a result of any failure by the Adviser or Fund to provide the services and furnish the materials under the terms of this
Agreement; or
(5) arise out of or result from any material breach of any representation and/or warranty made by the Adviser or the
Fund in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser or the Fund;
except to the extent
provided in Sections 8.2(b) and 8.4 hereof. This indemnification will be in addition to any liability that the Adviser otherwise may have.
(b) No party
will be entitled to indemnification under Section 8.2(a) if such loss, claim, damage, liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or
by reason of such party’s reckless disregard or its obligations or duties under this Agreement.
(c) The Indemnified Parties will promptly notify
the Adviser and the Fund of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance, holding or sale of the Contracts or the operation of the Account.
8.3 INDEMNIFICATION BY THE FUND
(a) The Fund agrees to
indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of such terms under the federal securities laws and any director, officer, employee or agent of the foregoing (collectively, the
“Indemnified Parties” for purposes of this Section 8.3) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with
18
the written consent of the Fund) or action in respect thereof (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements, are related to the sale, acquisition, or holding of the Fund shares or the Contracts, or operations of the Fund
and:
(1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the
registration statement, prospectus or SAI for the Fund or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will not apply as to any Indemnified Party if
such statement or omission of such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Adviser or Fund by or on behalf of the Company for use in the registration statement, prospectus or SAI
for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or
(2) arise out of or as a result of statements or representations (other than statements or representations contained in the Contracts or
in the Contract or Fund registration statements, prospectuses or statements of additional information or sales literature or other promotional material for the Contracts or of the Fund, or any amendment or supplement to the foregoing, not supplied
by the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively) or wrongful conduct of the Adviser or the Fund or persons under the control of the Adviser or the Fund respectively, with respect to the sale or
distribution of the Contracts or Fund shares; or
(3) arise out of any untrue statement or alleged untrue statement of a material
fact contained in a registration statement, prospectus, SAI or sales literature or other promotional material 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 or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with information furnished to the
Company by or on behalf of the Adviser or the Fund or persons under the control of the Adviser or the Fund; or
(4) arise as a result
of any failure by the Fund to provide the services and furnish the materials under the terms of this Agreement; or
(5) arise out of
or result from any material breach of any representation and/or warranty made by the Fund in this Agreement or arise out of or result from any other material breach of this Agreement by the Fund; or
(6) arise out of or result from the incorrect or untimely calculation or reporting of daily net asset value per share or dividend or
capital gain distribution rate;
except to the extent provided in Sections 8.3(b) and 8.4 hereof. This indemnification will be in addition to any
liability that the Fund otherwise may have.
(b) No party will be entitled to indemnification under Section 8.3(a) if such loss, claim, damage,
liability or action is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations and duties under
this Agreement.
19
(c) The Indemnified Parties will promptly notify the Fund of the commencement of any litigation,
proceedings, complaints or actions by regulatory authorities against them in connection with the issuance, holding or sale of the Contracts or the operation of the Account.
8.4 INDEMNIFICATION PROCEDURE
Any person obligated to provide
indemnification under this Article VIII (“Indemnifying Party”) for the purpose of this Section 8.4) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled
to indemnification under this Article VIII (“Indemnified Party”) for the purpose of this Section 8.4) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or
other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying
Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except
to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the
Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and
the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation,
unless:
(a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or
(b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A
successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.
ARTICLE IX: APPLICABLE LAW
9.1 This
Agreement will be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York without reference to its conflicts of law provisions. To the extent that the applicable laws of the State of New York or
any of the provisions herein conflict with the applicable provisions of the Act or other federal laws and regulations which may be applicable, the latter shall control. The parties to this Agreement hereby irrevocably agree to submit to the
jurisdiction of the courts located in the State of New York for any action or proceeding arising out of this Agreement, and hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard or determined in such courts.
20
9.2 This Agreement will be subject to the provisions of the 1933 Act, the 1934 Act and the
1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Commission may grant and the terms hereof will be interpreted and construed in accordance therewith.
ARTICLE X: TERMINATION
10.1 This Agreement will
terminate:
(a) at the option of any party, with or without cause, with respect to one, some or all of the Designated Portfolios, upon six
(6) month’s advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or
(b) at the option of the Company, upon written notice to the other parties, with respect to any Portfolio if shares of the Designated Portfolio are not
reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or
(c) at the option of the Company, upon
written notice to the other parties, with respect to any Portfolio in the event any of the 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 media of the Contracts issued or to be issued by Company; or
(d) at the option of the Fund, upon written notice
to the other parties, upon institution of formal proceedings against the Company by FINRA, the Commission or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the
administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the
Company’s ability to perform its obligations under this Agreement; or
(e) at the option of the Company, upon written notice to the other
parties, upon institution of formal proceedings against the Fund, the Adviser, or the Distributor by FINRA, the Commission or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any
such proceeding would have a material adverse effect on the Fund’s or the Adviser’s ability to perform its obligations under this Agreement; or
(f) at the option of the Company, upon written notice to the other parties, with respect to any Designated Portfolio, if a Designated Portfolio 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 and in good faith believes that the Designated Portfolio may fail to so qualify; or
(g) at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision
of this Agreement; or
(h) at the option of the Company, if the Company determines in its sole judgment exercised in good faith that the Fund, the
Adviser or Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon
the business and operations of the Fund, Adviser or Distributor and hence to the Company; or
21
(i) at the option of the Fund or the Adviser, if the Fund or Adviser respectively, determines in its sole
judgment exercised in good faith that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate.
10.2 NOTICE REQUIREMENT
No termination of this Agreement will
be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.
10.3 EFFECT OF TERMINATION
Notwithstanding any termination of
this Agreement, the Fund, the Adviser and the Distributor will, 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”). Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Designated
Portfolios (as in effect on such date), redeem investments in the Designated Portfolios and/or invest in the Designated Portfolios upon the making of additional purchase payments under the Existing Contracts.
10.4 SURVIVING PROVISIONS
Notwithstanding any termination of
this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement
also will survive and not be affected by any termination of this Agreement.
ARTICLE XI: NOTICES
Any notice will be deemed duly 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 parties.
22
If to the Company:
American General Life Insurance Company
2727-A Allen Parkway
Houston, TX 77019
Attn: Legal Department
If to the Fund:
SunAmerica Series Trust
One World Trade Center
285 Fulton Street, Suite 49M
New York, NY 10007
Attention: General Counsel
If to the Adviser:
SunAmerica Asset Management, LLC
One World Trade Center
285 Fulton Street, Suite 49M
New York, NY 10007
Attention: General Counsel
ARTICLE XII:
MISCELLANEOUS
12.1 All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as
neither the directors, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund.
12.2 The Fund
and the Adviser acknowledge that the identities of the customers of the Company or any of its affiliates (collectively the “Protected Parties” for purposes of this Section 12.2), information maintained regarding those customers, and
all computer programs and procedures developed by the Protected Parties or any of their employees or agents in connection with the Company’s performance of its duties under this Agreement are the valuable property of the Protected Parties. The
Fund and the Adviser agree that if they come into possession of any list or compilation of the identities of or other information about the Protected Parties’ customers, or any other property of the Protected Parties, other than such
information as may be independently developed or compiled by the Fund or the Adviser from information supplied to them by the Protected Parties’ customers who also maintain accounts directly with the Fund or the Adviser, the Fund and the
Adviser will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company’s prior written consent; or (b) as required by law
or judicial process. The Fund and the Adviser acknowledge that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the Protected Parties for which there would be no adequate remedy at law and
agree that in the event of such a breach, the Protected Parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.
12.3 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.
23
12.4 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together
will constitute one and the same instrument.
12.5 If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of the Agreement will not be affected thereby.
12.6 This Agreement will not be assigned by any party hereto without the prior
written consent of all the parties hereto.
12.7 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 law.
12.8 The parties
to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect.
12.9 Each party to this Agreement will cooperate with
each other party and all appropriate governmental authorities (including without limitation the Commission, FINRA and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
12.10 Each party represents that the
execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this
Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.
12.11 The schedules to this Agreement (each, a
“Schedule,” collectively, the “Schedules”) form an integral part hereof and are incorporated herein by reference. The parties to this Agreement may agree in writing to amend the Schedules to this Agreement from time to time
to reflect changes in or relating to the Contracts, the Accounts or the Designated Portfolios of the Fund or other applicable terms of this Agreement. References herein to any Schedule are to the Schedule then in effect, taking into account any
amendments thereto.
12.12 Each Designated Portfolio agrees to consult in advance with the Company concerning any decision to elect or not to pass through
the benefit of any foreign tax credits to the Designated Portfolio’s shareholders pursuant to Section 853 of the Code.
24
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and
behalf by its duly authorized representative as of the date first above-written.
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|
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| SUNAMERICA SERIES TRUST |
|
|
| By: |
|
/s/ Kate Fuentes |
|
| Name: Kate Fuentes |
|
| Title: Chief Legal Officer, Vice President and Secretary |
|
|
|
| SUNAMERICA ASSET MANAGEMENT, LLC |
|
|
| By: |
|
/s/ John Genoy |
|
| Name: John Genoy |
|
| Title: President and Chief Operating Officer |
|
|
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| AMERICAN GENERAL LIFE INSURANCE COMPANY |
|
|
| By: |
|
|
|
| Name: Bryan Pinsky |
|
| Title: President |
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and
behalf by its duly authorized representative as of the date first above-written.
|
|
|
| SUNAMERICA SERIES TRUST |
|
|
| By: |
|
|
|
| Name: Kate Fuentes |
|
| Title: Chief Legal Officer, Vice President and Secretary |
|
|
|
| SUNAMERICA ASSET MANAGEMENT, LLC |
|
|
| By: |
|
|
|
| Name: John Genoy |
|
| Title: President and Chief Operating Officer |
|
|
|
| AMERICAN GENERAL LIFE INSURANCE COMPANY |
|
|
| By: |
|
/s/ Bryan Pinsky |
|
| Name: Bryan Pinsky |
|
| Title: President |
Exhibit A
Request for Information Form
We hereby
request that American General Life Insurance Company provide the Transaction Information indicated below.
Please provide the following information about
the Transaction Information requested:
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| |
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Contract Number* |
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Tax Identification Number**: |
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Fund Name: |
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Portfolio Name: |
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Portfolio Manager: |
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Covered Period***: |
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|
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| Requesting Person****: |
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|
|
| Signature: |
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| Date: |
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|
| Telephone Number: |
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|
|
| Facsimile Number: |
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| * |
or participant account number if applicable. Failure to complete this item shall not prevent this Form from
being in Good Form. |
| ** |
or Individual/International Taxpayer Identification Number (ITIN), other government-issued identifier or
equivalent identifying number. Failure to complete this item shall not prevent this Form from being in Good Form. |
| *** |
the covered period shall not include any day that is earlier than 180 days prior to the day Intermediary
received this form in Good Form. |
| **** |
person must be duly authorized person as previously provided by the Fund. |
PLEASE E-MAIL THIS FORM TO
SaamcoLegal@venerable.com,
ATTENTION “RULE 22C-2 INFORMATION REQUEST”
PLEASE COMPLETE EACH ITEM.
INCOMPLETE FORMS WILL NOT BE PROCESSED.
Exhibit B
Instructions to Restrict Trading Form
American General Life Insurance Company is hereby instructed to restrict purchase or exchanges into the Fund indicated below by the Contract indicated below.
Please provide the following information about the Contract to be restricted:
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|
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| |
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Contract Number* |
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Tax Identification Number**: |
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Please provide the following information about the Portfolio to be restricted:
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| |
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Fund Name: |
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Portfolio Name: |
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Portfolio Manager: |
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Please provide the following information about the time period for which trading should be restricted:
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|
|
| Requesting Person****: |
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| Signature: |
|
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|
|
| Date: |
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|
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| Telephone Number: |
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|
| Facsimile Number: |
|
|
| * |
or participant account number if applicable. |
| ** |
or Individual/International Taxpayer Identification Number (ITIN), other government-issued identifier or
equivalent identifying number. |
| *** |
Start date will be no earlier than 48 hours after receipt of form in “Good Form.”
|
| **** |
person must be duly authorized person as previously provided by the Fund. |
PLEASE E-MAIL THIS FORM TO
SaamcoLegal@venerable.com,
ATTENTION “RULE 22C-2 RESTRICTION”
PLEASE COMPLETE EACH ITEM.
INCOMPLETE FORMS WILL NOT BE PROCESSED.
Schedule A
The following Separate Accounts and associated Contracts of American General Life Insurance Company are permitted in accordance with the provisions of this
Agreement to invest in Designated Portfolios of the Fund shown in Schedule B:
NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT
Variable Separate Account
Variable Annuity Account Five
Variable Annuity Account Seven
Variable Annuity Account Nine
AGL Separate Account VL-R
Schedule B
The Separate Account(s) shown on Schedule A may invest in the following Portfolio(s) of the Fund.
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|
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| SA AB Growth Portfolio |
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SA JPMorgan Mid-Cap Growth Portfolio |
| SA AB Small & Mid Cap Value Portfolio |
|
SA JPMorgan Diversified Balanced Portfolio |
| SA American Funds Asset Allocation Portfolio |
|
SA JPMorgan Emerging Markets Portfolio |
| SA American Funds Global Growth Portfolio |
|
SA JPMorgan Equity-Income Portfolio |
| SA American Funds Growth Portfolio |
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SA JPMorgan Large Cap Core Portfolio |
| SA American Funds Growth-Income Portfolio |
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SA JPMorgan MFS Core Bond Portfolio |
| SA American Funds VCP Managed Allocation Portfolio |
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SA JP Morgan Ultra-Short Bond Portfolio |
| SA BlackRock Multi-Factor 70/30 Portfolio |
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SA Large Cap Growth Index Portfolio |
| SA Emerging Markets Equity Index Portfolio |
|
SA Large Cap Index Portfolio |
| SA Federated Hermes Corporate Bond Portfolio |
|
SA Large Cap Value Index Portfolio |
| SA Fidelity Institutional AM® Global Equities
Portfolio |
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SA MFS Large Cap Growth Portfolio |
| SA Fidelity Institutional AM® International Growth
Portfolio |
|
SA MFS Massachusetts Investors Trust Portfolio |
| SA Fidelity Institutional AM® Real Estate
Portfolio |
|
SA MFS Total Return Portfolio |
| SA Fixed Income Index Portfolio |
|
SA Mid Cap Index Portfolio |
| SA Fixed Income Intermediate Index Portfolio |
|
SA Morgan Stanley International Equities Portfolio |
| SA Franklin BW U.S. Large Cap Value Portfolio |
|
SA PIMCO Global Bond Opportunities Portfolio |
| SA Franklin Small Company Value Portfolio |
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SA PIMCO RAE International Value Portfolio |
| SA Franklin Systematic U.S. Large Cap Core Portfolio |
|
SA PineBridge High-Yield Bond Portfolio |
| SA Franklin Systematic U.S. Large Cap Value Portfolio |
|
SA Putnam International Value Portfolio |
| SA Franklin Tactical Opportunities Portfolio |
|
SA Schroders VCP Global Allocation Portfolio |
| SA Global Index Allocation 60/40 Portfolio |
|
SA Small Cap Index Portfolio |
| SA Global Index Allocation 75/25 Portfolio |
|
SA T. Rowe Price Allocation Moderately Aggressive Portfolio |
| SA Global Index Allocation 90/10 Portfolio |
|
SA T. Rowe Price VCP Balanced Portfolio |
| SA Goldman Sachs Government and Quality Bond Portfolio |
|
SA VCP Dynamic Allocation Portfolio |
| SA Goldman Sachs Multi-Asset Insights Portfolio |
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SA VCP Dynamic Strategy Portfolio |
| SA Index Allocation 60/40 Portfolio |
|
SA VCP Index Allocation Portfolio |
| SA Index Allocation 80/20 Portfolio |
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SA Wellington Capital Appreciation Portfolio |
| SA Index Allocation 90/10 Portfolio |
|
SA Wellington Strategic Multi-Asset Portfolio |
| SA International Index Portfolio |
|
|
| SA Invesco Growth Opportunities Portfolio |
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|
| SA Janus Focused Growth Portfolio |
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|
