EXECUTION COPY
IRREVOCABLE STANDING INSTRUCTIONS
These IRREVOCABLE STANDING INSTRUCTIONS, dated as of September 9, 1999 are
given pursuant to this agreement by and among Anchor National Life Insurance
Company ("Anchor"), ANLIC Insurance Company (Hawaii), Ltd. ("ANLIC (Hawaii)"),
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Variable Separate Account of Anchor National Life Insurance Company ("Variable
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Separate Account"), Anchor Pathway Fund, Anchor Series Trust, SunAmerica Series
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Trust, and State Street Bank and Trust Company.
RECITAL
Anchor has entered into a Reinsurance Agreement, dated as of August 1, 1999
(said Agreement, as the same may be supplemented, amended, replaced or otherwise
modified from time to time, the "Reinsurance Agreement"), with ANLIC (Hawaii),
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pursuant to which Anchor will reinsure certain risks under the Annuities (as
defined herein) with ANLIC (Hawaii).
Section 1. Certain Defined Terms. Capitalized terms used herein shall
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have the following meanings:
"Annuities" shall mean (i) the individual variable annuity contracts and
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group variable annuity certificates identified in Schedule 1.1 hereto, as such
contracts and certificates are in effect and are reinsured under the Reinsurance
Agreement from time to time, subject to reinstatement or surrender, and (ii) the
other annuity contracts reinsured pursuant to the terms of the Reinsurance
Agreement.
"Business Day" shall mean each day on which (i) dealings are carried on in
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the London interbank market, and (ii) all of the following are open for business
at their principal offices in the cities designated: (x) Anchor in Los Angeles;
(y) the Custodian in North Quincy, Massachusetts; and (z) the New York Stock
Exchange trading floor in New York City.
"CDSC Fees" shall mean the Charges which are designated as "Contingent
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Deferred Sales Charges" in Schedule 1.2 hereto in the column labeled "Charges".
"Charges" means the charges and deductions relating to the Annuities
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identified in Schedule 1.2 hereto in the column labeled "Charges".
"Custodian" shall mean State Street Bank and Trust Company, a Massachusetts
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trust company.
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"Daily Reinsurance Servicer Report" shall mean a report in substantially
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the form of Exhibit 2.2 hereto.
"Delinquent Daily Reinsurance Servicer Report" shall mean a Daily
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Reinsurance Servicer Report which is not delivered to the Custodian on the
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Business Day to which it relates.
"Fund" shall mean one or more of Anchor Pathway Fund, a Massachusetts
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business trust, Anchor Series Trust, a Massachusetts business trust, SunAmerica
Series Trust, a Massachusetts business trust, and any successor to any thereof
and any other Person that executes a counterpart hereof.
"Investment Company" shall mean any entity registered as a separate
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investment company under the Investment Company Act.
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"Investment Company Act" shall mean the Investment Company Act of 1940, as
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amended, and the rules and regulations of the SEC thereunder, all as from time
to time in effect, or any successor law, rule or regulation, and any reference
to any statutory or regulatory provision shall be deemed to be a reference to
any successor statutory or regulatory provision.
"M&E Fees" shall mean all Charges other than CDSC Fees.
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"Person" shall mean an individual, a partnership, a corporation, a limited
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liability company, a trust (including any beneficiary thereof) or other entity,
including any unincorporated organization or governmental agency or political
subdivision thereof. The term "corporation" for purposes of the preceding
sentence shall mean a corporation, joint stock company, business trust or other
similar association.
"Portfolio" shall mean a separate investment portfolio or series of an
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Investment Company which is itself not an Investment Company.
"Reinsurance Servicer Report" shall mean a report in substantially the form
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of Exhibit 2.3 hereto furnished by the servicer pursuant to the Servicing
Agreement to ANLIC (Hawaii).
"SEC" shall mean the Securities and Exchange Commission or any other
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governmental authority of the United States of America at the time administering
the Securities Act of 1933, as amended, the Investment Company Act or the
Securities Exchange Act of 1934, as amended.
Section 2. Irrevocable Payment Instructions. The Custodian is hereby
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irrevocably directed by Anchor, the Variable Separate Account and each of the
Funds, upon receipt of a notice in substantially the form of Exhibit 2.1
attached hereto, to make all payments in respect of all Charges (hereinafter,
"Payments") as follows:
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(i) in the case of all CDSC Fees Collected, as identified on Line 5 of
the Daily Reinsurance Servicer Report, remit all Payments in respect thereof
directly to Anchor;
(ii) in the case of all M&E Fees, as identified as M&E Fees Collected
on Line 3 of the Daily Reinsurance Servicer Report, accrue, segregate and hold
such M&E Fees for the benefit of Anchor and ANLIC (Hawaii) and, then, no later
than two Business Days following receipt of a Reinsurance Servicer Report, (i)
remit all Payments that, pursuant to Line 199 of the Reinsurance Servicer
Report, are allocable to Anchor directly to Anchor and (ii) wire all Payments
that, pursuant to Line 198 of the Reinsurance Servicer Report, are allocable to
ANLIC (Hawaii) directly and in immediately available funds to the
non-interest-bearing cash collateral account with Citibank, N.A. at its office
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Account No. ▇▇▇▇▇▇▇▇; and
(iii) in the event the Custodian does not receive a Daily Reinsurance
Servicer Report on any Business Day, the Custodian shall accrue, segregate and
hold either (a) 110% of the amount of the M&E Fees withheld as indicated on Line
3 of the Daily Reinsurance Servicer Report last provided to the Custodian or (b)
the maximum cash amount distributable to Anchor on that day by the Funds,
whichever is less. Upon receiving such a Delinquent Daily Reinsurance Servicer
Report, the Custodian shall remit to Anchor any amount withheld by the Custodian
with respect to the M&E Fees in excess of that required to be withheld as
indicated on Line 3 of such Delinquent Daily Reinsurance Servicer Report.
Prior to any delivery of the above-referenced notice, however, the Custodian is
to collect and remit Charges in accordance with the applicable custodial
agreements then in effect.
Section 3. Interest on Amounts Held by Custodian. All amounts
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segregated and held by the Custodian for more than one Business Day pursuant to
these Standing Instructions shall be held in a non-interest-bearing demand
deposit account in the name of "State Street Bank and Trust Company as
Custodian."
Section 4. Miscellaneous. The Custodian and each of the Funds are
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further notified that:
(a) These Irrevocable Standing Instructions are delivered on behalf of
ANLIC (Hawaii) and are irrevocable and cannot be waived, amended or otherwise
modified without the prior written consent of ANLIC (Hawaii).
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(b) By its acknowledgment, the Custodian authorizes Anchor to deliver a
copy of these Irrevocable Standing Instructions and the Custodian's
acknowledgment to ANLIC (Hawaii) and its respective successors and assigns.
(c) Any payment by the Custodian other than in compliance with the
directions herein shall not be deemed to discharge its obligations in respect of
the Payments.
(d) THESE IRREVOCABLE STANDING INSTRUCTIONS SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.
(e) EACH FUND'S AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
IS ON FILE WITH THE SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS AND NOTICE IS
HEREBY GIVEN THAT THIS AGREEMENT IS MADE AND EXECUTED ON BEHALF OF SUCH FUND,
AND NOT BY THE TRUSTEES OR OFFICERS OF SUCH FUND INDIVIDUALLY, AND OBLIGATIONS
OF OR ARISING OUT OF THIS AGREEMENT ARE NOT BINDING UPON THE TRUSTEES, OFFICERS
OR SHAREHOLDERS OF SUCH FUND INDIVIDUALLY BUT ARE BINDING ONLY UPON THE ASSETS
OF SUCH FUND.
(f) Each Person which hereafter becomes a Fund party to these
Irrevocable Standing Instructions by executing a counterpart hereof shall
thereafter be bound by the terms hereof to the same extent as if these
Irrevocable Standing Instructions had been addressed to and signed by such Fund.
(g) ANLIC (Hawaii) has granted a security agreement in certain
collateral, including, but not limited to, ANLIC (Hawaii)'s rights under these
Irrevocable Standing Instructions.
These Irrevocable Standing Instructions may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original, and all of which counterparts, taken together, shall constitute but
one and the same Irrevocable Standing Instructions.
By its execution of these Irrevocable Standing Instructions the Custodian
hereby acknowledges and agrees (i) to abide by the foregoing instructions, it
being understood that such acknowledgment and waiver does not constitute a
waiver of any defenses and (ii) that it has not received any prior notice from
any other party that Anchor has granted a security interest in, or collaterally
assigned, the Charges to such other party or that any other party has any
interest in the Charges.
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ANCHOR NATIONAL LIFE INSURANCE COMPANY
By:------------------------------------
ANLIC NSURANCE COMPANY (HAWAII), LTD.
By:----------------------------------
VARIABLE SEPARATE ACCOUNT OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
by ANCHOR NATIONAL LIFE INSURANCE COMPANY
By:---------------------------------
Authorized Signatory
ANCHOR PATHWAY FUND
By:---------------------------------
Authorized Signatory
ANCHOR SERIES TRUST
By:--------------------------------
Authorized Signatory
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SUNAMERICA SERIES TRUST
By:-------------------------------
Authorized Signatory
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[Add name of any future Fund]
By:-------------------------------
Authorized Signatory
Acknowledged and
agreed to as of the date
first written above:
STATE STREET BANK AND TRUST COMPANY
By:-------------------------------
Authorized Signatory
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