<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1998
Registration No. 33-85016
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 7
--------------------
FIRST SUNAMERICA LIFE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
New York 6311 06-0992729
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification) Identification No.)
incorporation or Number
organization)
733 Third Avenue, 4th Floor
New York, New York 10017
(212) 551-5440
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
Susan L. Harris, Esquire
First SunAmerica Life Insurance Company
c/o SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
---------------------
Appropriate date of commencement of proposed sale to the public:
As soon as practicable after effectiveness of the Registration Statement if
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
<PAGE> 2
CROSS REFERENCE SHEET
FIRST SUNAMERICA LIFE INSURANCE COMPANY
Cross Reference Sheet Pursuant to
Regulation S-K, Item 501(b)
<TABLE>
<CAPTION>
Form S-1 Item Number and Caption Heading in Prospectus
- -------------------------------- ---------------------
<S> <C>
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............... Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus.............. Inside Front Cover
3. Summary of Information, Risk
Factors and Ratio of Earnings
to Fixed Charges....................... Front Cover; Profile
4. Use of Proceeds........................ The Polaris Variable Annuity;
Investment Options; Expenses;
Other Information
5. Determination of Offering Price........ Not Applicable
6. Dilution............................... Not Applicable
7. Selling Security Holders............... Not Applicable
8. Plan of Distribution................... Other Information -
Distribution
9. Description of Securities to be
Registered............................. The Polaris Variable Annuity;
Investment Options
10. Interests of Named Experts
and Counsel............................ Not Applicable
11. Information with Respect to
the Registrant......................... Other Information - First
SunAmerica; Other Information -
Additional Information
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities........................ Not Applicable
</TABLE>
<PAGE> 3
[POLARIS PROFILE LOGO]
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE POLARIS VARIABLE ANNUITY. THE SECTIONS
IN THIS PROFILE CORRESPOND TO SECTIONS IN THE ACCOMPANYING PROSPECTUS WHICH
DISCUSS THE TOPICS IN MORE DETAIL. THE ANNUITY IS MORE FULLY DESCRIBED IN THE
PROSPECTUS. PLEASE READ THE PROSPECTUS CAREFULLY.
February 2, 1998
================================================================
1. THE POLARIS VARIABLE ANNUITY
================================================================
The Polaris Variable Annuity is a contract between you and First SunAmerica Life
Insurance Company. It is designed to help you invest on a tax-deferred basis and
meet long-term financial goals, such as retirement funding. Tax deferral means
all your money, including the amount you would otherwise pay in current income
taxes, remains in your contract to generate more earnings. Your money could grow
faster than it would in a comparable taxable investment.
Polaris offers a diverse selection of money managers and investment options. You
may divide your money among any or all of our 25 variable investment portfolios
and 5 fixed investment options. Your investment is not guaranteed. The value of
your Polaris contract can fluctuate up or down, based on the performance of the
underlying investments you select, and you may experience a loss.
The variable investment portfolios offer professionally managed investment
choices with goals ranging from capital preservation to aggressive growth. Your
choices for the various investment options are found on the next page.
The contract also offers 5 fixed investment options, for different time periods
and each with a different interest rate that is guaranteed by First SunAmerica.
Like most annuities, the contract has an Accumulation Phase and an Income Phase.
During the Accumulation Phase, you invest money in your contract. Your earnings
are based on the investment performance of the variable investment portfolios to
which your money is allocated and/or the interest rate earned on the fixed
investment options. You may withdraw money from your contract during the
Accumulation Phase. However, as with other tax-deferred investments, you will
pay taxes on earnings and untaxed contributions when you withdraw them. An IRS
tax penalty may apply if you make withdrawals before age 59 1/2. During the
Income Phase, you will receive payments from your annuity. Your payments may be
fixed in dollar amount, vary with investment performance or a combination of
both, depending on the annuity income option you select. Among other factors,
the amount of money you are able to accumulate in your contract during the
Accumulation Phase will determine the amount of your payments during the Income
Phase.
================================================================
2. ANNUITY INCOME OPTIONS
================================================================
You can select from one of five annuity income options:
(1) payments for your lifetime;
(2) payments for your lifetime and your survivor's lifetime;
(3) payments for your lifetime and your survivor's lifetime, but for not less
than 10 years;
(4) payments for your lifetime, but for not less than 10 or 20 years; and
(5) payments for a specified period of 5 to 30 years.
You will also need to decide if you want your payments to fluctuate with
investment performance or remain constant, and the date on which your payments
will begin. Once you begin receiving payments, you cannot change your annuity
option. If your contract is part of a non-qualified retirement plan (one that is
established with after tax dollars), payments during the Income Phase are
considered partly a return of your original investment. The "original
investment" part of each payment is not taxable as income. For contracts which
are part of a qualified retirement plan using before tax dollars, the entire
payment is taxable as income.
================================================================
3. PURCHASING A POLARIS VARIABLE
ANNUITY CONTRACT
================================================================
You can buy a contract through your financial representative, who can also help
you complete the proper forms. For Non-qualified contracts, the minimum initial
investment is $5,000 and subsequent amounts of $500 or more may be added to your
contract at any time during the Accumulation Phase. For Qualified contracts, the
minimum initial investment is $2,000 and subsequent amounts of $250 or more may
be added to your contract at any time during the Accumulation Phase.
<PAGE> 4
================================================================
4. INVESTMENT OPTIONS
================================================================
You may allocate money to the following variable investment portfolios of the
Anchor Series Trust and/or the SunAmerica Series Trust:
ANCHOR SERIES TRUST
MANAGED BY WELLINGTON MANAGEMENT COMPANY, LLP
- Capital Appreciation Portfolio
- Growth Portfolio
- Natural Resources Portfolio
- Government and Quality Bond Portfolio
SUNAMERICA SERIES TRUST
MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
- Global Equities Portfolio
- Alliance Growth Portfolio
- Growth-Income Portfolio
MANAGED BY DAVIS SELECTED ADVISERS, L.P.
- Venture Value Portfolio
- Real Estate Portfolio
MANAGED BY FEDERATED INVESTORS
- Federated Value Portfolio
- Utility Portfolio
- Corporate Bond Portfolio
MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT/
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
- Asset Allocation Portfolio
- Global Bond Portfolio
MANAGED BY MORGAN STANLEY ASSET MANAGEMENT INC.
- International Diversified Equities Portfolio
- Worldwide High Income Portfolio
MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
- Growth/Phoenix Investment Counsel Portfolio
- Balanced/Phoenix Investment Counsel Portfolio
MANAGED BY PUTNAM INVESTMENT MANAGEMENT, INC.
- Putnam Growth Portfolio
- International Growth and Income Portfolio
- Emerging Markets Portfolio
MANAGED BY SUNAMERICA ASSET MANAGEMENT CORP.
- Aggressive Growth Portfolio
- SunAmerica Balanced Portfolio
- High-Yield Bond Portfolio
- Cash Management Portfolio
You may also allocate money to the 1, 3, 5, 7 and 10 year fixed investment
options. The interest rate may differ from time to time but will never be less
than 3%. Once established, the rate will not change during the selected period.
Your contract value will be adjusted up or down for withdrawals or transfers
from the 3, 5, 7 and 10 year fixed investment options prior to the end of the
selected period.
================================================================
5. EXPENSES
================================================================
Each year, we deduct a $30 contract maintenance fee from your contract. This fee
is currently waived if the value of your contract is at least $50,000. We also
deduct insurance charges which equal 1.52% annually of the average daily value
of your contract allocated to the variable portfolios. The insurance charges
include: Mortality and Expense Risk, 1.37%, and Distribution Expense, .15%.
As with other professionally managed investments, there are also investment
charges imposed on contracts with money allocated to the variable portfolios,
which are estimated to range from .63% to 1.90%.
If you take money out in excess of the amount allowed for in your contract, you
may be assessed a withdrawal charge which is a percentage of the money you
withdraw. The percentage declines with each year the money is in the contract as
follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------
YEAR 1 2 3 4 5 6 7 8+
- -----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WITHDRAWAL
CHARGE 7% 6% 5% 4% 3% 2% 1% 0%
- -----------------------------------------------------------
</TABLE>
Each year, you are allowed to make 15 transfers without charge. After your first
15 free transfers, a $25 transfer fee will apply to each subsequent transfer.
The following chart is designed to help you understand the charges in your
contract. The column "Total Annual Charges" shows the total of the 1.52%
insurance charges, the $30 contract maintenance fee and the investment charges
for each variable portfolio. We converted the contract maintenance fee to a
percentage using an assumed contract size of $40,000. The actual impact of this
charge on your contract may differ from this percentage.
The next two columns show two examples of the charges you would pay under the
contract. The examples assume that you invested $1,000 in a contract which earns
5% annually and that you withdraw your money: (1) at the end of year 1, and (2)
at the end of year 10.
<PAGE> 5
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL EXPENSES TOTAL EXPENSES
INSURANCE INVESTMENT TOTAL ANNUAL AT END OF AT END OF
ANCHOR SERIES TRUST PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation 1.60% .71% 2.31% $ 93 $264
Growth 1.60% .78% 2.38% $ 94 $271
Natural Resources 1.60% .89% 2.49% $ 95 $282
Government and Quality Bond 1.60% .71% 2.31% $ 93 $264
- -----------------------------------------------------------------------------------------------------------------------
SUNAMERICA SERIES TRUST PORTFOLIO
Emerging Markets 1.60% 1.90% 3.50% $105 $377
International Diversified Equities 1.60% 1.35% 2.95% $100 $327
Global Equities 1.60% .95% 2.55% $ 96 $288
International Growth and Income 1.60% 1.60% 3.20% $102 $350
Aggressive Growth 1.60% .90% 2.50% $ 95 $283
Real Estate 1.60% 1.25% 2.85% $ 99 $317
Putnam Growth* 1.60% .91% 2.51% $ 95 $284
Growth/Phoenix 1.60% .73% 2.33% $ 94 $266
Alliance Growth 1.60% .65% 2.25% $ 93 $258
Venture Value 1.60% .79% 2.39% $ 94 $272
Federated Value 1.60% 1.03% 2.63% $ 97 $296
Growth-Income 1.60% .65% 2.25% $ 93 $258
Utility 1.60% 1.05% 2.65% $ 97 $298
Asset Allocation 1.60% .68% 2.28% $ 93 $261
Balanced/Phoenix 1.60% .82% 2.42% $ 94 $275
SunAmerica Balanced 1.60% 1.00% 2.60% $ 96 $293
Worldwide High Income 1.60% 1.10% 2.70% $ 97 $303
High-Yield Bond 1.60% .75% 2.35% $ 94 $268
Corporate Bond 1.60% .91% 2.51% $ 95 $284
Global Bond 1.60% .90% 2.50% $ 95 $283
Cash Management 1.60% .63% 2.23% $ 93 $256
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Formerly named Provident Growth.
For more detailed information, see the Fee Tables and Examples in the
prospectus.
================================================================
6. TAXES
================================================================
Unlike taxable investments where earnings are taxed in the year they are earned,
taxes on amounts earned in a Nonqualified contract (one that is established with
after tax dollars) are deferred until they are withdrawn. In a Qualified
contract (one that is established with before tax dollars like an IRA), all
amounts are taxable when they are withdrawn.
When you begin taking distributions or withdrawals from your contract, earnings
are considered to be taken out first and will be taxed at your ordinary income
rate. You may be subject to a 10% IRS tax penalty for distributions or
withdrawals before age 59 1/2.
================================================================
7. ACCESS TO YOUR MONEY
================================================================
Earnings may be withdrawn at any time free of a withdrawal charge. After the
first year, the first withdrawal of the year will be free of a withdrawal charge
if it does not exceed the greater of: (1) earnings in your contract as of the
date you make the withdrawal or (2) 10% of the money you have invested for at
least one year and not yet withdrawn, less any withdrawals made during the year.
Although amounts withdrawn using the 10% provision may reduce principal for
purposes of calculating amounts available for future withdrawals of earnings,
they do not reduce the amount of money you invested for purposes of calculating
the withdrawal charge if you withdraw your entire contract value.
Withdrawals in excess of these limits will be assessed a withdrawal charge.
Withdrawals may be made from your contract in the amount of $1,000 or more. You
may request a withdrawal in writing or by establishing systematic withdrawals.
Under systematic withdrawals, the minimum withdrawal amount is $250.
If you withdraw your entire contract value, you will not receive the benefit of
any free withdrawal amount. After your money has been in the contract for seven
full years, there are no withdrawal charges on that portion of the money that
you have invested for at least seven full years. Of course, you may have to pay
income tax and a 10% IRS tax penalty may apply if you are under age 59 1/2.
Additionally, withdrawal charges are not assessed when a death benefit is paid.
================================================================
8. PERFORMANCE
================================================================
The value of your annuity will fluctuate depending upon the investment
performance of the portfolio(s) you choose.
The following chart shows total returns for each portfolio for the time periods
shown. These numbers reflect the insurance charges, the contract maintenance fee
and the investment charges. Withdrawals charges are not reflected in the chart.
Past performance is not a guarantee of future results.
<PAGE> 6
<TABLE>
<CAPTION>
- -------------------------------------------------------------
ANCHOR SERIES CALENDAR YEAR
TRUST PORTFOLIO 1997 1996 1995
- -------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation 23.49% 23.15% 25.38%
Growth 28.36% 23.05% 17.73%
Natural Resources (10.07)% 12.22% 6.90%
Gov't and Quality Bond 7.83% 1.37% 10.44%
- -------------------------------------------------------------
SUNAMERICA SERIES
TRUST PORTFOLIO
Emerging Markets** (17.81)% -- --
Int'l Diversified
Equities 4.71% 7.58% 10.71%
Global Equities 13.24% 12.35% 11.37%
Int'l Growth and
Income** 3.44% -- --
Aggressive Growth 10.55% 4.32% --
Real Estate** 17.14% -- --
Putnam Growth* 30.41% 18.46% 16.47%
Growth/Phoenix 21.28% 14.10% 21.10%
Alliance Growth 29.40% 27.08% 30.24%
Venture Value 32.20% 22.85% 23.41%
Federated Value 29.38% 7.32% --
Growth-Income 31.84% 22.09% 21.08%
Utility 23.76% 8.25% --
Asset Allocation 19.91% 17.03% 13.75%
Balanced/Phoenix 15.11% 8.20% 14.66%
SunAmerica Balanced 22.52% 9.39% --
Worldwide High Income 13.74% 23.40% 14.90%
High-Yield Bond 12.70% 12.76% 4.28%
Corporate Bond 9.16% 2.88% 9.96%
Global Bond 8.33% 7.56% 9.29%
Cash Management 3.52% 3.31% 2.57%
- -------------------------------------------------------------
</TABLE>
* Formerly named Provident Growth.
** Inception to November 30, 1997
Inception date for each portfolio varies.
================================================================
9. DEATH BENEFIT
================================================================
If you should die during the Accumulation Phase, your beneficiary will receive a
death benefit.
For contracts issued prior to April 28, 1997, the death benefit is the greater
of:
(1) the value of your contract, or
(2) the money you put in less any withdrawals.
After seven years, the death benefit is the greater of (1) or (2) above or:
(3) the value of your contract on the day before your last contract
anniversary less any withdrawals plus any additional money you put in
since that date, or
(4) the death benefit on the day before your last contract anniversary
less any withdrawals since that anniversary.
For contracts issued on or after April 28, 1997, the death benefit is the
greater of:
(1) the value of your contract
(2) the money you put in less any withdrawals, or
(3) the maximum of the anniversary values up to your 81st birthday. The
anniversary value is equal to the value of your contract on each
contract anniversary less any withdrawals plus any additional money
you put in since that anniversary.
================================================================
10. OTHER INFORMATION
================================================================
FREE LOOK: You may cancel your contract within ten days by mailing it to our
Annuity Service Center. Your contract will be treated as void on the date we
receive it and we will pay you an amount equal to the greater of the value of
your contract or the money you invested.
ASSET ALLOCATION REBALANCING: If selected by you, this program seeks to keep
your investment in line with your goals. We will maintain your specified
allocation mix in the variable investment portfolios and the 1-year fixed
investment option by readjusting your money on a calendar quarter, semiannual or
annual basis.
SYSTEMATIC WITHDRAWAL PROGRAM: If selected by you, this program allows you to
receive either monthly, quarterly, semiannual or annual checks during the
Accumulation Phase. Systematic withdrawals may also be electronically wired to
your bank account. Of course, withdrawals may be taxable and a 10% IRS tax
penalty may apply if you are under age 59 1/2.
PRINCIPAL ADVANTAGE: If selected by you, this program allows you to obtain
growth potential without any market risk to your principal. We will guarantee
that the portion of your money allocated to the 1, 3, 5, 7 or 10 year fixed
investment options will grow to equal your principal investment when it is
allocated in accordance with the program.
DOLLAR COST AVERAGING: If selected by you, this program allows you to invest
gradually in the equity and bond portfolios from any of the variable investment
portfolios or the 1-year fixed investment option.
AUTOMATIC PAYMENT PLAN: You can add to your contract directly from your bank
account with as little as $20 per month.
CONFIRMATIONS AND QUARTERLY STATEMENTS: You will receive a confirmation of each
transaction within your contract. On a quarterly basis, you will receive a
complete statement of your transactions over the past quarter and a summary of
your account values.
================================================================
11. INQUIRIES
================================================================
If you have questions about your contract or need to make changes, call your
financial representative or contact us at:
First SunAmerica Life Insurance Company
Annuity Service Center
P.O. Box 54299
Los Angeles, California 90054-0299
Telephone Number: (800) 99NY-SUN
If money accompanies your correspondence, you should direct it to:
First SunAmerica Life Insurance Company
P.O. Box 100357
Pasadena, California 91189-0357
<PAGE> 7
[POLARIS LOGO]
PROSPECTUS
FEBRUARY 2, 1998
<TABLE>
<S> <C> <C>
Please read this prospectus FLEXIBLE PAYMENT DEFERRED ANNUITY CONTRACTS
carefully before investing and issued by
keep it for future reference. FIRST SUNAMERICA LIFE INSURANCE COMPANY
It contains important in connection with
information about the Polaris FS VARIABLE SEPARATE ACCOUNT
Variable Annuity. The annuity has 30 investment choices -- 5 fixed investment options
and 25 variable investment portfolios listed below. The 5 fixed
To learn more about the annuity investment options include specified periods of 1, 3, 5, 7 and 10
offered by this prospectus, you years. The 25 variable investment portfolios are part of Anchor Series
can obtain a copy of the Trust or SunAmerica Series Trust.
Statement of Additional ANCHOR SERIES TRUST:
Information ("SAI") dated MANAGED BY WELLINGTON MANAGEMENT COMPANY, LLP
February 2, 1998. The SAI has - Capital Appreciation Portfolio
been filed with the Securities - Growth Portfolio
and Exchange Commission ("SEC") - Natural Resources Portfolio
and is incorporated by - Government and Quality Bond Portfolio
reference into this prospectus. SUNAMERICA SERIES TRUST:
The Table of Contents of the MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
SAI appears on page 26 of this - Global Equities Portfolio
prospectus. For a free copy of - Alliance Growth Portfolio
the SAI, call us at (800) - Growth-Income Portfolio
99NY-SUN or write to us at our MANAGED BY DAVIS SELECTED ADVISERS, L.P.
Annuity Service Center, P.O. - Venture Value Portfolio
Box 54299, Los Angeles, - Real Estate Portfolio
California 90054-0299. MANAGED BY FEDERATED INVESTORS
- Federated Value Portfolio
In addition, the SEC maintains - Utility Portfolio
a website (http://www.sec.gov) - Corporate Bond Portfolio
that contains the SAI, MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT/
materials incorporated by GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
reference and other information - Asset Allocation Portfolio
filed electronically with the - Global Bond Portfolio
SEC. MANAGED BY MORGAN STANLEY ASSET MANAGEMENT INC.
- International Diversified Equities Portfolio
ANNUITIES INVOLVE RISKS, - Worldwide High Income Portfolio
INCLUDING POSSIBLE LOSS OF MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
PRINCIPAL, AND ARE NOT A - Growth/Phoenix Investment Counsel Portfolio
DEPOSIT OR OBLIGATION OF, OR - Balanced/Phoenix Investment Counsel Portfolio
GUARANTEED OR ENDORSED BY, ANY MANAGED BY PUTNAM INVESTMENT MANAGEMENT, INC.
BANK. THEY ARE NOT FEDERALLY - Putnam Growth Portfolio
INSURED BY THE FEDERAL DEPOSIT - International Growth and Income Portfolio
INSURANCE CORPORATION, THE - Emerging Markets Portfolio
FEDERAL RESERVE BOARD OR ANY MANAGED BY SUNAMERICA ASSET MANAGEMENT CORP.
OTHER AGENCY. - Aggressive Growth Portfolio
- SunAmerica Balanced Portfolio
- High-Yield Bond Portfolio
- Cash Management Portfolio
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 8
=============================================================
TABLE OF CONTENTS
=============================================================
<TABLE>
<S> <C> <C>
GLOSSARY......................................... 2
FEE TABLES....................................... 3
Owner Transaction Expenses................. 3
Annual Separate Account Expenses........... 3
Portfolio Expenses......................... 3
EXAMPLES......................................... 4
1. THE POLARIS VARIABLE ANNUITY............... 6
2. ANNUITY INCOME OPTIONS..................... 6
Allocation of Annuity Payments............. 7
Annuity Payments........................... 7
Transfers During the Income Phase.......... 7
Deferment of Payments...................... 7
3. PURCHASING A POLARIS VARIABLE
ANNUITY.................................... 7
Allocation of Purchase Payments............ 7
Accumulation Units......................... 8
Free Look.................................. 8
4. INVESTMENT OPTIONS......................... 8
Variable Investment Options................ 8
Anchor Series Trust........................ 8
SunAmerica Series Trust.................... 8
Fixed Investment Options................... 9
Market Value Adjustment.................... 9
Transfers During the Accumulation Phase.... 9
Dollar Cost Averaging Program.............. 10
Asset Allocation Rebalancing Program....... 10
Principal Advantage Program................ 10
Voting Rights.............................. 11
Substitution............................... 11
5. EXPENSES................................... 11
Insurance Charges.......................... 11
Mortality and Expense Risk Charge.......... 11
Distribution Expense Charge................ 11
Withdrawal Charges......................... 11
Investment Charges......................... 12
Contract Maintenance Fee................... 12
Transfer Fee............................... 12
Income Taxes............................... 12
Reduction or Elimination of Certain
Charges.................................... 12
6. TAXES...................................... 12
Annuity Contracts in General............... 12
Tax Treatment of Distributions--
Non-qualified Contracts.................... 12
Tax Treatment of Distributions--
Qualified Contracts........................ 13
Diversification............................ 13
7. ACCESS TO YOUR MONEY....................... 13
Systematic Withdrawal Program.............. 14
Minimum Contract Value..................... 14
8. PERFORMANCE................................ 14
9. DEATH BENEFIT.............................. 14
10. OTHER INFORMATION.......................... 15
First SunAmerica........................... 15
The Separate Account....................... 15
The General Account........................ 15
Distribution............................... 15
Administration............................. 16
Legal Proceedings.......................... 16
Custodian.................................. 16
Additional Information..................... 16
Selected Financial Information............. 17
Management Discussion and Analysis......... 18
Properties................................. 23
Directors and Executive Officers........... 24
Executive Compensation..................... 25
Security Ownership of Owners and
Management................................. 25
State Regulation........................... 25
Independent Accountants.................... 25
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL
INFORMATION...................................... 26
FINANCIAL STATEMENTS............................. 26
APPENDIX A - CONDENSED FINANCIAL INFORMATION.....
A-1
APPENDIX B - MARKET VALUE ADJUSTMENT............. B-1
</TABLE>
=============================================================
GLOSSARY
=============================================================
We have capitalized some of the technical terms used in this prospectus. To help
you understand these terms, we have defined them in this glossary.
ACCUMULATION PHASE - The period during which you invest money in your contract.
ACCUMULATION UNITS - A measurement we use to calculate the value of the variable
portion of your contract during the Accumulation Phase.
ANNUITANT(S) - The person(s) on whose life (lives) we base annuity payments.
ANNUITY DATE - The date on which annuity payments are to begin, as selected by
you.
ANNUITY UNITS - A measurement we use to calculate the amount of annuity payments
you receive from the variable portion of your contract during the Income Phase.
BENEFICIARY (IES) - The person(s) designated to receive any benefits under the
contract if you or the Annuitant dies.
INCOME PHASE - The period during which we make annuity payments to you.
IRS - The Internal Revenue Service.
NON-QUALIFIED (CONTRACT) - A contract purchased with after-tax dollars. In
general, these contracts are not under any pension plan, specially sponsored
program or individual retirement account ("IRA").
PORTFOLIO(S) - The variable investment options available under the contract.
Each Portfolio has its own investment objective and is invested in the
underlying investments of the Anchor Series Trust or the SunAmerica Series
Trust.
PURCHASE PAYMENTS - The money you give us to buy the contract, as well as any
additional money you give us to invest in the contract after you own it.
QUALIFIED (CONTRACT) - A contract purchased with pretax dollars. These contracts
are generally purchased under a pension plan, specially sponsored program or
individual retirement account ("IRA").
TRUSTS - Refers to the Anchor Series Trust and the SunAmerica Series Trust
collectively.
2
<PAGE> 9
================================================================================
FEE TABLES
================================================================================
OWNER TRANSACTION EXPENSES
<TABLE>
<S> <C> <C> <C>
WITHDRAWAL CHARGE (AS A PERCENTAGE OF EACH PURCHASE PAYMENT)
Year 1........... 7% Year 5............... 3%
Year 2........... 6% Year 6............... 2%
Year 3........... 5% Year 7............... 1%
Year 4........... 4% Year 8+.............. 0%
TRANSFER FEE................... No charge for first 15
transfers each year;
thereafter, fee is $25
CONTRACT MAINTENANCE FEE*...... $30
*waived if contract value is $50,000 or more
</TABLE>
ANNUAL SEPARATE ACCOUNT EXPENSES
(AS A PERCENTAGE OF DAILY NET ASSET VALUE)
<TABLE>
<S> <C>
Mortality and Expense Risk Charge............... 1.37%
Distribution Expense Charge..................... 0.15%
-----
TOTAL SEPARATE ACCOUNT EXPENSES............. 1.52%
=====
</TABLE>
PORTFOLIO EXPENSES
ANCHOR SERIES TRUST
(AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE TRUST'S TWELVE-MONTH PERIOD ENDED
NOVEMBER 30, 1997)
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
PORTFOLIO FEE EXPENSES EXPENSES
<S> <C> <C> <C>
====================================================================================================
Capital Appreciation .65% .06% .71%
----------------------------------------------------------------------------------------------------
Growth .72% .06% .78%
----------------------------------------------------------------------------------------------------
Natural Resources .75% .14% .89%
----------------------------------------------------------------------------------------------------
Government and Quality Bond .62% .09% .71%
====================================================================================================
</TABLE>
SUNAMERICA SERIES TRUST
(AS A PERCENTAGE OF AVERAGE NET ASSETS FOR THE TRUST'S FISCAL YEAR ENDED
NOVEMBER 30, 1997)
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
PORTFOLIO FEE EXPENSES EXPENSES
<S> <C> <C> <C>
====================================================================================================
Emerging Markets* 1.25% .65% 1.90%
----------------------------------------------------------------------------------------------------
International Diversified Equities 1.00% .35% 1.35%
----------------------------------------------------------------------------------------------------
Global Equities .76% .19% .95%
----------------------------------------------------------------------------------------------------
International Growth and Income* 1.00% .60% 1.60%
----------------------------------------------------------------------------------------------------
Aggressive Growth .76% .14% .90%
----------------------------------------------------------------------------------------------------
Real Estate* .80% .45% 1.25%
----------------------------------------------------------------------------------------------------
Putnam Growth** .83% .08% .91%
----------------------------------------------------------------------------------------------------
Growth/Phoenix .65% .08% .73%
----------------------------------------------------------------------------------------------------
Alliance Growth .59% .06% .65%
----------------------------------------------------------------------------------------------------
Venture Value .74% .05% .79%
----------------------------------------------------------------------------------------------------
Federated Value .80% .23% 1.03%
----------------------------------------------------------------------------------------------------
Growth-Income .60% .05% .65%
----------------------------------------------------------------------------------------------------
Utility .75% .30% 1.05%
----------------------------------------------------------------------------------------------------
Asset Allocation .61% .07% .68%
----------------------------------------------------------------------------------------------------
Balanced/Phoenix .68% .14% .82%
----------------------------------------------------------------------------------------------------
SunAmerica Balanced .74% .26% 1.00%
----------------------------------------------------------------------------------------------------
Worldwide High Income 1.00% .10% 1.10%
----------------------------------------------------------------------------------------------------
High-Yield Bond .66% .09% .75%
----------------------------------------------------------------------------------------------------
Corporate Bond .70% .21% .91%
----------------------------------------------------------------------------------------------------
Global Bond .72% .18% .90%
----------------------------------------------------------------------------------------------------
Cash Management .54% .09% .63%
====================================================================================================
</TABLE>
*As of the date of this prospectus, the sale of contracts offering the
Emerging Markets, Real Estate and International Growth and Income
Portfolios had not begun. The percentages are based on estimated amounts
for the current fiscal year.
**As of April 16, 1997, the Provident Growth Portfolio was renamed the
Putnam Growth Portfolio, managed by Putnam Investment Management, Inc. The
expenses shown here are those of the former Provident Growth Portfolio
managed by Provident Investment Counsel.
THE ABOVE PORTFOLIO EXPENSES WERE PROVIDED BY THE TRUSTS. WE HAVE NOT
INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.
3
<PAGE> 10
================================================================================
EXAMPLES
================================================================================
You will pay the following expenses on a $1,000 investment in each Portfolio,
assuming a 5% annual return on assets and:
(a)surrender of the contract at the end of the stated time period;
(b)if the contract is not surrendered or annuitized.
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
====================================================================================================
Capital Appreciation (a) $ 93 (a) $122 (a) $153 (a) $264
(b) $ 23 (b) $ 72 (b) $123 (b) $264
----------------------------------------------------------------------------------------------------
Growth (a) $ 94 (a) $124 (a) $157 (a) $271
(b) $ 24 (b) $ 74 (b) $127 (b) $271
----------------------------------------------------------------------------------------------------
Natural Resources (a) $ 95 (a) $127 (a) $162 (a) $282
(b) $ 25 (b) $ 77 (b) $132 (b) $282
----------------------------------------------------------------------------------------------------
Government and Quality Bond (a) $ 93 (a) $122 (a) $153 (a) $264
(b) $ 23 (b) $ 72 (b) $123 (b) $264
----------------------------------------------------------------------------------------------------
Emerging Markets (a) $105 (a) $157 (a) $211 (a) $377
(b) $ 35 (b) $107 (b) $181 (b) $377
----------------------------------------------------------------------------------------------------
International Diversified Equities (a) $100 (a) $141 (a) $185 (a) $327
(b) $ 30 (b) $ 91 (b) $155 (b) $327
----------------------------------------------------------------------------------------------------
Global Equities (a) $ 96 (a) $129 (a) $165 (a) $288
(b) $ 26 (b) $ 79 (b) $135 (b) $288
----------------------------------------------------------------------------------------------------
International Growth and Income (a) $102 (a) $148 (a) $197 (a) $350
(b) $ 32 (b) $ 98 (b) $167 (b) $350
----------------------------------------------------------------------------------------------------
Aggressive Growth (a) $ 95 (a) $128 (a) $163 (a) $283
(b) $ 25 (b) $ 78 (b) $133 (b) $283
----------------------------------------------------------------------------------------------------
Real Estate (a) $ 99 (a) $138 (a) $180 (a) $317
(b) $ 29 (b) $ 88 (b) $150 (b) $317
----------------------------------------------------------------------------------------------------
Putnam Growth (a) $ 95 (a) $128 (a) $163 (a) $284
(b) $ 25 (b) $ 78 (b) $133 (b) $284
----------------------------------------------------------------------------------------------------
Growth/Phoenix (a) $ 94 (a) $123 (a) $154 (a) $266
(b) $ 24 (b) $ 73 (b) $124 (b) $266
----------------------------------------------------------------------------------------------------
Alliance Growth (a) $ 93 (a) $120 (a) $150 (a) $258
(b) $ 23 (b) $ 70 (b) $120 (b) $258
----------------------------------------------------------------------------------------------------
Venture Value (a) $ 94 (a) $124 (a) $157 (a) $272
(b) $ 24 (b) $ 74 (b) $127 (b) $272
----------------------------------------------------------------------------------------------------
Federated Value (a) $ 97 (a) $132 (a) $169 (a) $296
(b) $ 27 (b) $ 82 (b) $139 (b) $296
----------------------------------------------------------------------------------------------------
Growth-Income (a) $ 93 (a) $120 (a) $150 (a) $258
(b) $ 23 (b) $ 70 (b) $120 (b) $258
----------------------------------------------------------------------------------------------------
Utility (a) $ 97 (a) $132 (a) $170 (a) $298
(b) $ 27 (b) $ 82 (b) $140 (b) $298
----------------------------------------------------------------------------------------------------
Asset Allocation (a) $ 93 (a) $121 (a) $152 (a) $261
(b) $ 23 (b) $ 71 (b) $122 (b) $261
----------------------------------------------------------------------------------------------------
Balanced/Phoenix (a) $ 94 (a) $125 (a) $159 (a) $275
(b) $ 24 (b) $ 75 (b) $129 (b) $275
----------------------------------------------------------------------------------------------------
SunAmerica Balanced (a) $ 96 (a) $131 (a) $168 (a) $293
(b) $ 26 (b) $ 81 (b) $138 (b) $293
----------------------------------------------------------------------------------------------------
Worldwide High Income (a) $ 97 (a) $134 (a) $173 (a) $303
(b) $ 27 (b) $ 84 (b) $143 (b) $303
----------------------------------------------------------------------------------------------------
High-Yield Bond (a) $ 94 (a) $123 (a) $155 (a) $268
(b) $ 24 (b) $ 73 (b) $125 (b) $268
----------------------------------------------------------------------------------------------------
Corporate Bond (a) $ 95 (a) $128 (a) $163 (a) $284
(b) $ 25 (b) $ 78 (b) $133 (b) $284
----------------------------------------------------------------------------------------------------
Global Bond (a) $ 95 (a) $128 (a) $163 (a) $283
(b) $ 25 (b) $ 78 (b) $133 (b) $283
----------------------------------------------------------------------------------------------------
Cash Management (a) $ 93 (a) $120 (a) $149 (a) $256
(b) $ 23 (b) $ 70 (b) $119 (b) $256
====================================================================================================
</TABLE>
4
<PAGE> 11
EXPLANATION OF FEE TABLES AND EXAMPLES
1. The purpose of the Fee Tables is to show you the various expenses you would
incur directly and indirectly by investing in the contract.
2. For certain Portfolios, the adviser, SunAmerica Asset Management Corp., has
voluntarily agreed to waive fees or reimburse certain expenses, if
necessary, to keep annual operating expenses at or below the lesser of the
maximum allowed by any applicable state expense limitations or the following
percentages of each Portfolio's average net assets: Aggressive Growth
(.90%); Federated Value (1.03%); SunAmerica Balanced (1.00%); Utility
(1.05%); Emerging Markets (1.90%); International Growth and Income (1.60%);
and Real Estate (1.25%). The adviser also may voluntarily waive or reimburse
additional amounts to increase a Portfolio's investment return. All waivers
and/or reimbursements may be terminated at any time. Furthermore, the
adviser may recoup any waivers or reimbursements within two years after such
waivers or reimbursements are granted, provided that the Portfolio is able
to make such payment and remain in compliance with the foregoing expense
limitations.
3. The Examples assume that no transfer fees were imposed. Although premium
taxes may apply in certain states, they are not reflected.
4. THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE HISTORICAL ACCUMULATION UNIT VALUES ARE CONTAINED IN
APPENDIX A -- CONDENSED FINANCIAL INFORMATION.
5
<PAGE> 12
=============================================================
1. THE POLARIS VARIABLE ANNUITY
=============================================================
An annuity is a contract between you, as the owner, and an insurance company.
The contract provides tax deferral for your earnings, as well as a death benefit
and a guaranteed income in the form of annuity payments beginning on a date you
select. Until you decide to begin receiving annuity payments, your annuity is in
the Accumulation Phase. Once you begin receiving annuity payments, your contract
switches to the Income Phase. If you die during the Accumulation Phase, the
insurance company guarantees a death benefit to your Beneficiary.
The Polaris Variable Annuity Contract is issued by First SunAmerica Life
Insurance Company ("First SunAmerica"), a stock life insurance company organized
under the laws of the state of New York. Its principal business address is 733
Third Avenue, 4th Floor, New York, New York 10017. First SunAmerica conducts
life insurance and annuity business in the state of New York. First SunAmerica
is an indirect wholly owned subsidiary of SunAmerica Inc., a Maryland
corporation.
During the Accumulation Phase, the value of your annuity benefits from tax
deferral. This means your earnings accumulate on a tax-deferred basis until you
take money out of your contract. The Income Phase occurs if you decide to
receive annuity payments. You select the date on which annuity payments are to
begin.
The contract is called a variable annuity because you can choose among 25
variable investment Portfolios. Depending upon market conditions, you can make
or lose money in any of these Portfolios. If you allocate money to the
Portfolios, the amount of money you are able to accumulate in your contract
during the Accumulation Phase depends upon the investment performance of the
Portfolio(s) you select. The amount of the annuity payments you receive during
the Income Phase from the variable portion of your contract also depends upon
the investment performance of the Portfolios you select for the Income Phase.
The contract also contains 5 fixed investment options. Your money will earn
interest at the rate set by First SunAmerica. The interest rate is guaranteed by
First SunAmerica for the time you agree to leave your money in the fixed
investment option. We currently offer fixed investment options for 1, 3, 5, 7
and 10 year periods. If you allocate money to the fixed investment options, the
amount of money you are able to accumulate in your contract during the
Accumulation Phase depends upon the total interest credited to your contract. An
adjustment to your contract will apply to withdrawals or transfers from the 3,
5, 7 and 10 year fixed investment options prior to the end of the selected
period. The amount of annuity payments you receive during the Income Phase from
the fixed portion of your contract will remain level for the entire Income
Phase.
=============================================================
2. ANNUITY INCOME OPTIONS
=============================================================
When you switch to the Income Phase, you will receive regular income payments
under the contract. Annuity payments will be made on a monthly basis unless you
request in writing that payments be made on a quarterly, semiannual or annual
basis. You can choose to have your annuity payments sent to you by check or
electronically wired to your bank.
You select the date on which annuity payments are to begin, which must be the
first day of a month and must be at least two years after the date your contract
is issued. We call this the Annuity Date. You may change your Annuity Date at
least seven days prior to the date that your payments are to begin. However,
annuity payments must begin by the Annuitant's 90th birthday. If no Annuity Date
is selected, annuity payments will begin on the Annuitant's 90th birthday. If
the Annuity Date is past your 85th birthday, it is possible that the contract
would not be treated as an annuity and you may incur adverse tax consequences.
The Annuitant is the person on whose life annuity payments are based. You may
change the Annuitant at any time prior to the Annuity Date if you are an
individual designated as the owner of the contract. You may also designate a
second person on whose life annuity payments are based. If the Annuitant dies
before the Annuity Date, you must notify us and designate a new Annuitant.
If you do not choose an annuity income option, annuity payments will be made in
accordance with option 4 (below) for 10 years. If the annuity payments are for
joint lives, then we will make payments in accordance with option 3. We may pay
the annuity in one lump sum if your contract is less than $5,000, if permitted
by state law. Likewise, if your annuity payments would be less than $50 a month,
we have the right to change the frequency of your payment to be on a quarterly,
semiannual or annual basis so that your annuity payments are at least $50.
Annuity payments will be made to you unless you designate another person to
receive them. In that case, you must notify us in writing at least thirty days
before the Annuity Date. You will remain fully responsible for any taxes related
to the annuity payments.
The contract offers 5 annuity income options. Other annuity income options may
be available in the future.
OPTION 1 - LIFE INCOME
Under this option, we will make annuity payments as long as the Annuitant is
alive. Annuity payments stop when the Annuitant dies.
6
<PAGE> 13
OPTION 2 - JOINT AND SURVIVOR ANNUITY
Under this option, we will make annuity payments as long as the Annuitant and a
designated second person are alive. Upon the death of either person, we will
continue to make annuity payments so long as the survivor is alive. You choose
the amount of the annuity payments to the survivor, which can be equal to 100%,
66.66% or 50% of the full amount. Annuity payments stop upon the death of the
survivor.
OPTION 3 - JOINT AND SURVIVOR LIFE ANNUITY WITH 10 YEARS GUARANTEED
This option is similar to option 2 above, with the additional guarantee that
payments will be made for at least 10 years. If the Annuitant and designated
second person die before all guaranteed payments have been made, the rest will
be made to the Beneficiary.
OPTION 4 - LIFE ANNUITY WITH 10 OR 20 YEARS GUARANTEED
This option is similar to option 1 above, with the additional guarantee that
payments will be made for at least 10 or 20 years, as selected by you. Under
this option, if the Annuitant dies before all guaranteed payments have been
made, the rest will be made to the Beneficiary.
OPTION 5 - INCOME FOR A SPECIFIED PERIOD
Under this option, we will make annuity payments for any period of time from 5
to 30 years, as selected by you. However, the period must be for full 12-month
periods. Under this option, if the Annuitant dies before all guaranteed payments
have been made, the rest will be made to the Beneficiary. This option does not
contain an element of mortality risk. Therefore, you will not get the benefit of
the mortality component of the mortality and expense risk charge if this option
if selected.
ALLOCATION OF ANNUITY PAYMENTS
On the Annuity Date, if your money is invested in the fixed investment options,
your annuity payments will be fixed in amount. If your money is invested in the
variable Portfolios, your annuity payments will vary depending on the investment
performance of the Portfolios. If you have money in the fixed and variable
investment options, your annuity payments will be based on the investment
allocations. You may not convert between fixed and variable payments once
annuity payments begin.
ANNUITY PAYMENTS
If you choose to have any portion of your annuity payments come from the
variable Portfolios, the dollar amount of your payment will depend upon three
things: (1) the value of your contract in the Portfolios on the Annuity Date,
(2) the 3.5% assumed investment rate used in the annuity table for the contract
and (3) the performance of the Portfolios you selected. If the actual
performance exceeds the 3.5% assumed rate, your annuity payments will increase.
Similarly, if the actual rate is less than 3.5%, your annuity payments will
decrease. The SAI contains detailed information and sample calculations.
TRANSFERS DURING THE INCOME PHASE
Transfers are subject to the same limitations as transfers during the
Accumulation Phase. (See "Investment Options -- Transfers During the
Accumulation Phase"). However, you can only make one transfer each month. You
may not transfer money from the fixed investment options to the variable
Portfolios during the Income Phase. You may transfer money among the variable
Portfolios or among the fixed investment options.
DEFERMENT OF PAYMENTS
We may defer making fixed payments for up to six months, or less if required by
state law. Interest will be credited to you during the deferral period.
=============================================================
3. PURCHASING A POLARIS
VARIABLE ANNUITY
=============================================================
A Purchase Payment is the money you give us to buy the contract, as well as any
additional money you give us to invest in the contract after you own it. You can
purchase a Non-qualified contract with a minimum initial investment of $5,000
and a Qualified contract with a minimum initial investment of $2,000. The
maximum we accept is $1,000,000 without prior approval. Payments in amounts of
$500 or more may be added to your Non-qualified contract ($250 or more for
Qualified contracts) at any time during the Accumulation Phase. You can make
scheduled subsequent Purchase Payments of $20 or more per month by enrolling in
the Automatic Payment Plan.
We may refuse any Purchase Payment. In general, we will not issue a
Non-qualified contract to anyone who is over age 85 or a Qualified contract to
anyone who is age 70 1/2 or older unless you can show that the minimum
distributions required by the IRS are being made.
ALLOCATION OF PURCHASE PAYMENTS
When you purchase a contract, you will allocate your Purchase Payment to the
variable investment Portfolios and/or the fixed investment options. If you make
additional Purchase Payments, we will allocate them in the same way unless you
tell us otherwise.
7
<PAGE> 14
Once we receive your Purchase Payment and a complete application at our
principal place of business, we will issue your contract and allocate your first
Purchase Payment within two business days. If you do not give us all the
necessary information, we will contact you to obtain it. If we are unable to
complete this process within five business days, we will either send back your
money or get your permission to keep it until we get all the necessary
information.
ACCUMULATION UNITS
The value of the variable portion of your contract will go up or down depending
upon the investment performance of the Portfolio(s) you choose. In order to keep
track of the value of your contract, we use a unit of measure called an
Accumulation Unit, which works like a share of a mutual fund. During the Income
Phase, we call them Annuity Units.
The value of an Accumulation Unit is determined each day that the New York Stock
Exchange ("NYSE") is open. We calculate an Accumulation Unit value for each
Portfolio after the NYSE closes each day. We do this by:
(1) determining the total value of money invested in the particular
Portfolio;
(2) subtracting from that amount any insurance charges and any other
charges such as taxes; and
(3) dividing this amount by the number of outstanding Accumulation Units.
The value of an Accumulation Unit may go up or down from day to day. When you
make a Purchase Payment, we credit your contract with Accumulation Units. The
number of Accumulation Units credited is determined by dividing the amount of
the Purchase Payment allocated to a Portfolio by the value of the Accumulation
Unit for that Portfolio.
EXAMPLE:
We receive a $25,000 Purchase Payment from you on Wednesday. You want the
money to go to the Global Bond Portfolio. We determine that the value of an
Accumulation Unit for the Global Bond Portfolio is $11.10 when the NYSE
closes on Wednesday. We then divide $25,000 by $11.10 and credit your
contract on Wednesday night with 2252.252 Accumulation Units for the Global
Bond Portfolio.
FREE LOOK
If you change your mind about owning this contract, you can cancel it within ten
days after receiving it by mailing it back to our Annuity Service Center at P.O.
Box 54299, Los Angeles, California 90054-0299. You will receive back the greater
of whatever your contract is worth on the day we receive your request or your
Purchase Payment.
=============================================================
4. INVESTMENT OPTIONS
=============================================================
VARIABLE INVESTMENT OPTIONS
The contract offers 25 variable investment Portfolios which invest in shares of
the Anchor Series Trust or the SunAmerica Series Trust. These Portfolios are
listed below. Additional Portfolios may be available in the future. SunAmerica
Asset Management Corp., an indirect wholly owned subsidiary of SunAmerica Inc.,
is the investment adviser for both Trusts. The Trusts serve as underlying
investments for other variable contracts sold by First SunAmerica, its
affiliate, Anchor National Life Insurance Company, and other unaffiliated
insurance companies. Neither First SunAmerica nor the Trusts believes offering
shares of the Trusts in this manner will be disadvantageous to you. We will
monitor the Trusts for any conflicts that may arise between contract owners.
Additional information is contained in the prospectuses for the Trusts.
ANCHOR SERIES TRUST
Wellington Management Company, LLP serves as subadviser to the Anchor Series
Trust Portfolios. Anchor Series Trust has Portfolios in addition to those listed
below which are not available for investment under the contract. The 4 available
Portfolios are:
MANAGED BY WELLINGTON MANAGEMENT COMPANY, LLP
- Capital Appreciation Portfolio
- Growth Portfolio
- Natural Resources Portfolio
- Government and Quality Bond Portfolio
SUNAMERICA SERIES TRUST
Various subadvisers provide investment advice for the SunAmerica Series Trust
Portfolios. The 21 Portfolios and the subadvisers are:
MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
- Global Equities Portfolio
- Alliance Growth Portfolio
- Growth-Income Portfolio
MANAGED BY DAVIS SELECTED ADVISERS, L.P.
- Venture Value Portfolio
- Real Estate Portfolio
8
<PAGE> 15
MANAGED BY FEDERATED INVESTORS
- Federated Value Portfolio
- Utility Portfolio
- Corporate Bond Portfolio
MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT/ GOLDMAN SACHS ASSET MANAGEMENT
INTERNATIONAL
- Asset Allocation Portfolio
- Global Bond Portfolio
MANAGED BY MORGAN STANLEY ASSET MANAGEMENT INC.
- International Diversified Equities Portfolio
- Worldwide High Income Portfolio
MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
- Growth/Phoenix Investment Counsel Portfolio
- Balanced/Phoenix Investment Counsel Portfolio
MANAGED BY PUTNAM INVESTMENT MANAGEMENT, INC.
- Putnam Growth Portfolio
- International Growth and Income Portfolio
- Emerging Markets Portfolio
MANAGED BY SUNAMERICA ASSET MANAGEMENT CORP.
- Aggressive Growth Portfolio
- SunAmerica Balanced Portfolio
- High-Yield Bond Portfolio
- Cash Management Portfolio
YOU SHOULD READ THE PROSPECTUSES FOR THE ANCHOR SERIES TRUST AND THE SUNAMERICA
SERIES TRUST CAREFULLY BEFORE INVESTING. THESE PROSPECTUSES CONTAIN DETAILED
INFORMATION ABOUT THE PORTFOLIOS AND ARE ATTACHED TO THIS PROSPECTUS.
FIXED INVESTMENT OPTIONS
The contract also offers 5 fixed investment options. We currently offer fixed
investment options for 1, 3, 5, 7 and 10 year periods. The fixed investment
options offer interest rates that are guaranteed by First SunAmerica. Interest
rates may differ from time to time due to changes in market conditions but will
not be less than 3%. The interest rates offered for a specified period for new
Purchase Payments may differ from the interest rates offered for money already
in the fixed investment option. Once an interest rate is established, it will
not change during the specified period. The interest rates are set at First
SunAmerica's sole discretion.
If you have money allocated to the 1, 3, 5, 7 or 10 year fixed investment
options, you can renew for another 1, 3, 5, 7 or 10 year period or put your
money into one or more of the variable Portfolios after the end of the specified
period. Unless you specify otherwise before the end of the period, we will keep
your money in the fixed investment option for the same period you previously
selected. You will receive the interest rate then in effect.
The 1-year fixed investment option is not registered under the Securities Act of
1933 and is not subject to other provisions of the Investment Company Act of
1940.
MARKET VALUE ADJUSTMENT
NOTE: THE FOLLOWING DISCUSSION APPLIES TO THE 3, 5, 7 AND 10 YEAR FIXED
INVESTMENT OPTIONS ONLY.
If you take your money out of the fixed investment options (whether by
withdrawal, transfer or annuitization) before the end of the specified period,
we will make an adjustment to the value of your contract. This adjustment,
called a "market value adjustment," can increase or decrease the value of your
contract. The market value adjustment reflects the differing interest rate
environments between the time you put your money into the fixed investment
option and the time you take your money out of the fixed investment option.
We calculate the market value adjustment by comparing the interest rate you
received on the money you put into the fixed investment option against the
interest rate we are currently offering to contract owners for the period of
time remaining in the specified period. If we do not offer an interest rate for
that period, the interest rate will be determined by linear interpolation
between interest rates for the two nearest periods that are available.
Generally, if interest rates have dropped between the time you put your money
into the fixed investment option and the time you take it out, there will be a
positive adjustment to the value of your contract. Conversely, if interest rates
have increased between the time you put your money into the fixed investment
option and the time you take it out, there will be a negative adjustment to the
value of your contract.
If the market value adjustment is negative, it will be assessed first against
any money remaining in the fixed investment option and then against the money
you take out of the fixed investment option. If the market value adjustment is
positive, it will be added to the amount you take out of the fixed account.
Appendix B provides more information about how we calculate the market value
adjustment and gives some examples of the impact of the adjustment.
TRANSFERS DURING THE ACCUMULATION PHASE
You can transfer money among the Portfolios and the fixed investment options by
written request or by telephone. You can make 15 transfers every year without
charge. We
9
<PAGE> 16
measure a year from the anniversary of the day we issued your contract. If you
make more than 15 transfers in a year, there is a $25 transfer fee for each
transfer thereafter. Transfers under Dollar Cost Averaging are included as part
of your 15 free transfers each year. However, transfers under Asset Allocation
Rebalancing are not counted against your 15 free transfers each year.
The minimum amount you can transfer is $100. You cannot make a partial transfer
if the value of the Portfolio from which the transfer is being made would be
less than $100 after the transfer. Your request for transfer must clearly state
which investment options are involved and the amount. We will accept transfers
by telephone unless you specify otherwise on your contract application. We have
in place procedures to provide reasonable assurance that instructions given to
us by telephone are genuine. Thus, we disclaim all liability for any claim, loss
or expense from any error. If we fail to use such procedures, we may be liable
for any losses due to unauthorized or fraudulent instructions.
We reserve the right to modify, suspend or terminate the transfer provisions at
any time. We also reserve the right to waive the $100 minimum amount for Dollar
Cost Averaging and Asset Allocation Rebalancing.
DOLLAR COST AVERAGING PROGRAM
The Dollar Cost Averaging Program allows you to systematically transfer a set
amount or percentage from one variable Portfolio or the 1-year fixed investment
option to any other variable Portfolio(s). You can also select to transfer the
entire value in a variable Portfolio or the 1-year fixed investment option in a
stated number of transfers. Transfers may be on a monthly, quarterly, semiannual
or annual basis. You can change the amount or frequency at any time by notifying
us in writing. The minimum amount that can be transferred is $100.
By allocating amounts on a regular schedule as opposed to allocating the total
amount at one particular time, you may be less susceptible to the impact of
market fluctuations. However, there is no assurance that you will make a greater
profit. You are still subject to loss in a declining market. Dollar cost
averaging involves continuous investment in securities regardless of fluctuating
price levels. You should consider your financial ability to continue to invest
through periods of fluctuating prices.
Transfers under the program are included as part of your 15 free transfers each
year. We reserve the right to modify, suspend or terminate this program at any
time.
EXAMPLE:
Assume that you want to gradually move $750 each quarter from the Cash
Management Portfolio to the Aggressive Growth Portfolio over six quarters.
You set up dollar cost averaging and purchase Accumulation Units at the
following values:
<TABLE>
<S> <C> <C>
- ---------------------------------------
ACCUMULATION UNITS
QUARTER UNIT PURCHASED
- ---------------------------------------
1 $ 7.50 100
2 $ 5.00 150
3 $10.00 75
4 $ 7.50 100
5 $ 5.00 150
6 $ 7.50 100
- ---------------------------------------
</TABLE>
You paid an average price of only $6.67 per Accumulation Unit over the six
quarters, while the average market price actually was $7.08. By investing
an equal amount of money each month, you automatically buy more
Accumulation Units when the market price is low and fewer Accumulation
Units when the market price is high.
ASSET ALLOCATION REBALANCING PROGRAM
Once your money has been allocated among the investment options, the earnings
may cause the percentage invested in each investment option to differ from your
original percentage allocations. You can direct us to automatically rebalance
your contract to return to your original percentage allocations by selecting our
Asset Allocation Rebalancing Program. Rebalancing may be on a calendar quarter,
semiannual or annual basis. Rebalancing will occur on the last business day of
the month for the period you selected.
Transfers under the program are not counted against your 15 free transfers each
year. We reserve the right to modify, suspend or terminate this program at any
time.
EXAMPLE:
Assume that you want your initial Purchase Payment split between two
Portfolios. You want 50% in the Corporate Bond Portfolio and 50% in the
Growth Portfolio. Over the next calendar quarter, the bond market does very
well while the stock market performs poorly. At the end of the calendar
quarter, the Corporate Bond Portfolio now represents 60% of your holdings
because it has increased in value and the Growth Portfolio represents 40%
of your holdings. If you had chosen quarterly rebalancing, on the last day
of that quarter, we would sell some of your units in the Corporate Bond
Portfolio to bring its holdings back to 50% and use the money to buy more
units in the Growth Portfolio to increase those holdings to 50%.
PRINCIPAL ADVANTAGE PROGRAM
The Principal Advantage Program allows you to allocate Purchase Payments to a
fixed investment option and one or more variable Portfolios without any market
risk to your
10
<PAGE> 17
principal. You decide how much you want to invest and when you would like a
return of your principal. We will calculate how much of your Purchase Payment
needs to be allocated to the 1, 3, 5, 7 or 10 year fixed investment options to
ensure that this money will grow to equal the full amount of your Purchase
Payment by the end of the selected period. The rest of your Purchase Payment may
then be divided among the variable Portfolios where it has the potential to
achieve greater growth.
We reserve the right to modify, suspend or terminate this program at any time.
EXAMPLE:
Assume that you want to allocate a portion of your initial Purchase Payment
of $100,000 to the fixed investment option. You want the amount allocated
to the fixed investment option to grow to $100,000 in 7 years. If the
7-year fixed investment option is offering a 7% interest rate, we will
allocate $62,275 to the 7-year fixed investment option to ensure that this
amount will grow to $100,000 at the end of the 7-year period. The remaining
$37,725 may be allocated among the variable Portfolios, as determined by
you, to provide opportunity for greater growth.
VOTING RIGHTS
First SunAmerica is the legal owner of the Trusts' shares. However, when a
Portfolio solicits proxies in conjunction with a vote of shareholders, we are
required to obtain from you instructions as to how to vote those shares. When we
receive those instructions, we will vote all of the shares we own in proportion
to those instructions. This will also include any shares that we own on our
behalf. Should we determine that we are no longer required to comply with the
above, we will vote the shares in our own right.
SUBSTITUTION
If any of the Portfolios you selected are no longer available, we may be
required to substitute shares of another Portfolio. We will seek prior approval
of the SEC and give you notice before doing this.
=============================================================
5. EXPENSES
=============================================================
There are charges and other expenses associated with the contract that will
reduce your investment return. These charges and expenses are described below.
INSURANCE CHARGES
Each day, we make a deduction for our insurance charges. This is done as part of
our calculation of the value of the Accumulation Units during the Accumulation
Phase and the Annuity Units during the Income Phase. The insurance charges
consist of the mortality and expense risk and the distribution expense charge.
MORTALITY AND EXPENSE RISK CHARGE
This charge is equal, on an annual basis, to 1.37% of the daily value of the
contract invested in a Portfolio. This charge is for our obligation to make
annuity payments, to provide the death benefits and for assuming the risk that
the current charges will be insufficient in the future to cover the cost of
administering the contract.
If the charges under the contract are not sufficient, we will bear the loss. We
will not increase this charge. We may use any profits from this charge to pay
for the costs of distributing the contract.
DISTRIBUTION EXPENSE CHARGE
This charge is equal, on an annual basis, to .15% of the daily value of the
contract invested in a Portfolio. This charge is for all expenses associated
with the distribution of the contract. These expenses include preparing the
contract, confirmations and statements, providing sales support, and maintaining
contract records. If this charge is not enough to cover the costs of
distributing the contract, we will bear the loss.
WITHDRAWAL CHARGES
Withdrawals in excess of your free withdrawal amount, as described in more
detail under "Access To Your Money," will be assessed a withdrawal charge. You
will not receive the benefit of any free withdrawal amount if you withdraw your
entire contract value.
We keep track of each Purchase Payment and assess a charge based on the length
of time a Purchase Payment is in your contract before it is withdrawn. After a
Purchase Payment has been in your contract for seven years, no withdrawal
charges are assessed on withdrawals of that Purchase Payment.
The withdrawal charge is assessed as a percentage of the Purchase Payment you
withdraw, which declines each year the Purchase Payment is in the contract as
follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------
YEAR 1 2 3 4 5 6 7 8+
- -------------------------------------------------------------
WITHDRAWAL 7% 6% 5% 4% 3% 2% 1% 0%
CHARGE
- -------------------------------------------------------------
</TABLE>
If the withdrawal is for only part of the contract, we will deduct the
withdrawal charge from the remaining value in your contract. For purposes of
calculating the withdrawal charge, we treat withdrawals as coming from the
oldest Purchase Payment first. However, for tax purposes, earnings are
considered withdrawn first.
11
<PAGE> 18
We will not assess a withdrawal charge for money withdrawn to pay a death
benefit or for annuity payments during the Income Phase.
INVESTMENT CHARGES
If you have money allocated to the variable Portfolios, there are deductions
from and expenses paid out of the assets of the various Portfolios. These
investment charges are summarized in the Fee Tables. For more detailed
information, you should refer to the prospectuses for the Anchor Series Trust
and the SunAmerica Series Trust.
CONTRACT MAINTENANCE FEE
During the Accumulation Phase, we will deduct a $30 contract maintenance fee
from your contract on each contract anniversary. This fee is for expenses
incurred to establish and maintain your contract. This fee cannot be increased.
If you make a complete withdrawal from your contract, the entire contract
maintenance fee will be deducted prior to the withdrawal.
We will not deduct the contract maintenance fee if the value of your contract is
$50,000 or more when the deduction is to be made. We may discontinue this
practice at any time.
TRANSFER FEE
You can make 15 free transfers every year. We measure a year from the day we
issue your contract. If you make more than 15 transfers a year, we will deduct a
$25 transfer fee on each subsequent transfer.
INCOME TAXES
Although we do not currently deduct any income taxes borne under your contract,
we reserve the right to do so in the future.
REDUCTION OR ELIMINATION OF CERTAIN CHARGES
We will reduce or eliminate the amount of certain insurance charges when the
contract is sold to groups of individuals under circumstances which reduce its
sales expenses. We will determine the eligibility of such groups by considering
the following factors: (1) the size of the group; (2) the total amount of
Purchase Payments we expect to receive from the group; (3) the nature of the
purchase and the persistency we expect in that group; (4) the purpose of the
purchase and whether that purpose makes it likely that expenses will be reduced;
and (5) any other circumstances which we believe to be relevant in determining
whether reduced sales expenses may be expected.
=============================================================
6. TAXES
=============================================================
NOTE: WE HAVE PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT INTENDED AS TAX ADVICE. YOU ARE CAUTIONED
TO SEEK COMPETENT TAX ADVICE ABOUT YOUR OWN CIRCUMSTANCES. WE DO NOT GUARANTEE
THE TAX STATUS OF THE ANNUITY.
ANNUITY CONTRACTS IN GENERAL
The Internal Revenue Code ("IRC") provides for special rules regarding the tax
treatment of annuity contracts. Generally, you will not be taxed on the earnings
in your annuity contract until you take the money out. Different rules apply
depending on how you take the money out and whether your contract is Qualified
or Non-qualified.
If you do not purchase your contract under a pension plan, specially sponsored
program or an individual retirement account, your contract is referred to as a
Non-qualified contract and receives different tax treatment than a Qualified
contract. In general, your cost basis in a Non-qualified contract is equal to
the Purchase Payments you put into the contract. You have already been taxed on
the cost basis in your contract.
If you purchase your contract under a pension plan, specially sponsored program
or as an individual retirement account, your contract is referred to as a
Qualified contract. Examples of qualified plans are: Individual Retirement
Annuities, Tax-Sheltered Annuities (referred to as 403(b) contracts), H.R. 10
Plans (referred to as Keogh Plans) and pension and profit sharing plans,
including 401(k) plans. Typically you have not paid any tax on the Purchase
Payments used to buy your contract and therefore, you have no cost basis in your
contract.
TAX TREATMENT OF DISTRIBUTIONS --
NON-QUALIFIED CONTRACTS
If you make a withdrawal from a Non-qualified contract, the IRC treats such a
withdrawal as first coming from the earnings and then as coming from your
Purchase Payments. For annuity payments, any portion of each payment that is
considered a return of your Purchase Payment will not be taxed. Withdrawn
earnings are treated as income to you and are taxable. The IRC further provides
for a 10% tax penalty on any earnings that are withdrawn other than in
conjunction with the following circumstances: (1) after reaching age 59 1/2; (2)
by your Beneficiary after you die; (3) after you become disabled (as defined in
the IRC); (4) in a series of substantially equal installments made for your life
or for the joint lives of you and your Beneficiary; (5) under an immediate
12
<PAGE> 19
annuity; or (6) which come from Purchase Payments made prior to August 14, 1982.
TAX TREATMENT OF DISTRIBUTIONS --
QUALIFIED CONTRACTS
Generally, you have not paid any taxes on the Purchase Payments used to buy a
Qualified contract or on any earnings and therefore, any amount you take out as
a withdrawal or as annuity payments will be taxable income. The IRC further
provides for a 10% tax penalty on any withdrawal or annuitization paid to you
other than in conjunction with the following circumstances: (1) after reaching
age 59 1/2; (2) by your Beneficiary after you die; (3) after you become disabled
(as defined in the IRC); (4) in a series of substantially equal installments
made for your life or for the joint lives of you and your Beneficiary; and,
except in the case of an IRA as to the following (5) after you separate from
service after attaining age 55; (6) to the extent such withdrawals do not exceed
limitations set by the IRC for amounts paid during the taxable year for medical
care; and (7) to an alternate payee pursuant to a qualified domestic relations
order.
The IRC limits the withdrawal of Purchase Payments from certain Tax-Sheltered
Annuities. Withdrawals can only be made when an owner: (1) reaches age 59 1/2;
(2) leaves his or her job; (3) dies; (4) becomes disabled (as defined in the
IRC); or (5) in the case of hardship. In the case of hardship, the owner can
only withdraw an amount equal to Purchase Payments and not any earnings.
DIVERSIFICATION
The IRC imposes certain diversification requirements on the underlying
investments for a variable annuity in order to be treated as a variable annuity
for tax purposes. We believe that the variable Portfolios are being managed so
as to comply with these requirements.
The diversification regulations do not provide guidance as to the circumstances
under which you, because of the degree of control you exercise over the
underlying investments, and not First SunAmerica, would be considered the owner
of the shares of the Portfolios. It is unknown to what extent owners are
permitted to select investments, to make transfers among portfolios or the
number and type of portfolios owners may select from. If any guidance is
provided which is considered a new position, then the guidance would generally
be applied prospectively. However, if such guidance is considered not to be a
new position, it may be applied retroactively. This would mean you, as the owner
of the contract, could be treated as the owner of the variable investment
Portfolios.
Due to the uncertainty in this area, we reserve the right to modify the contract
in an attempt to maintain favorable tax treatment.
=============================================================
7. ACCESS TO YOUR MONEY
=============================================================
Under your contract, money can be accessed in the following ways: (1) by making
a withdrawal, either for a part of the value of your contract or for the entire
value of your contract during the Accumulation Phase; (2) by receiving annuity
payments during the Income Phase; and (3) when a death benefit is paid to your
Beneficiary.
Generally, withdrawals are subject to a withdrawal charge, a market value
adjustment if the money is withdrawn from the 3, 5, 7 or 10 year fixed
investment options and, if you withdraw your entire contract value, a contract
maintenance fee. (See "Expenses" for more complete information).
Your contract provides for a free withdrawal amount. Purchase Payments that are
no longer subject to a withdrawal charge and not previously withdrawn, plus
earnings, may be withdrawn free of a withdrawal charge at any time.
After the first year, the first withdrawal of the year will be free of a
withdrawal charge if it does not exceed the greater of: (1) earnings in your
contract as of the date you make the withdrawal or (2) 10% of the Purchase
Payments you invested for at least one year and not yet withdrawn, less any
withdrawals made during the year.
The portion of a free withdrawal which exceeds the sum of: (1) earnings in the
contract and (2) Purchase Payments which were both no longer subject to the
withdrawal charge schedule and are not yet withdrawn is assumed to be a
withdrawal against future earnings. Although amounts withdrawn free of a
withdrawal charge under the 10% provision may reduce principal for purposes of
calculating amounts available for future withdrawals of earnings, they do not
reduce the amount you invested for purposes of calculating the withdrawal charge
if you withdraw your entire contract value. As a result, you will not receive
the benefit of any free withdrawal amounts if you make a complete withdrawal of
your contract.
If you make a complete withdrawal, you will receive the value of your contract,
less any applicable fees and charges, as calculated on the day following receipt
by us at our principal place of business of a complete withdrawal request. Your
contract must be submitted as well.
Under most circumstances, partial withdrawals must be for a minimum of $1,000.
We require that the value left in any Portfolio or the fixed investment option
be at least $100 after the withdrawal. Unless you provide us with different
instructions, partial withdrawals will be made pro rata from each Portfolio and
the fixed investment option in which your contract is invested. You must send a
written withdrawal request to us prior to any withdrawal being made.
13
<PAGE> 20
We may be required to suspend or postpone the payment of a withdrawal for any
period of time when: (1) the NYSE is closed (other than a customary weekend and
holiday closings); (2) trading on the NYSE is restricted; (3) an emergency
exists such that disposal of or determination of the value of shares of the
portfolios is not reasonably practicable; (4) the SEC, by order, so permits for
the protection of contract owners.
Additionally, we reserve the right to defer payments for a withdrawal from the
fixed investment option for the period permitted by law but not for more than
six months.
SYSTEMATIC WITHDRAWAL PROGRAM
This program allows you to receive either monthly, quarterly, semiannual or
annual checks during the Accumulation Phase. You can also choose to have
systematic withdrawals electronically wired to your bank account. The minimum
amount of each withdrawal is $250. Withdrawals may be taxable and a 10% IRS tax
penalty may apply if you are under age 59 1/2. There is no charge for
participating in this program.
This program is not available to everyone. Please check with our Annuity Service
Center, which can provide the necessary enrollment forms. We reserve the right
to modify, suspend or terminate this program at any time.
WITHDRAWAL CHARGES, MARKET VALUE ADJUSTMENTS, INCOME TAXES, TAX PENALTIES AND
CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL YOU MAKE.
MINIMUM CONTRACT VALUE
Where permitted by state law, we may terminate your contract if both of the
following occur: (1) your contract is less than $500 as a result of withdrawals
and (2) no Purchase Payments have been made during the past three years. We will
provide you with sixty days written notice and distribute the contract's
remaining value to you.
=============================================================
8. PERFORMANCE
=============================================================
From time to time we may advertise the Cash Management Portfolio's yield and
effective yield. In addition, the other variable investment Portfolios may also
advertise total return, gross yield and yield to maturity information. These
figures are based on historical data and are not intended to indicate future
performance.
For periods starting prior to the date the contracts were first offered, the
performance will be derived from the performance of the corresponding portfolios
of the Trusts, modified to reflect Polaris' charges and expenses as if the
contracts had been in existence during the period stated in the advertisement.
Thus, these figures should not be construed to reflect actual historic
performance.
More detailed information on the method used to calculate performance for the
Portfolios is contained in the SAI.
The performance of each Portfolio may also be measured against unmanaged market
indices, including but not limited to the Dow Jones Industrial Average, the
Standard & Poor's 500, the Russell 1000 Growth Index, the Morgan Stanley Capital
International Europe, Australia, and Far East Index (EAFE) and the Morgan
Stanley Capital International World Index, and may be compared to that of other
variable annuities with similar objectives and policies as reported by
independent ranking agencies such as Morningstar, Inc., Lipper Analytical
Services, Inc. or Variable Annuity Research & Data Service ("VARDS").
At times First SunAmerica may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P"), and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of our financial strength and performance
in comparison to others in the life/health insurance industry. S&P's and Duff &
Phelps' ratings measure the ability of an insurance company to meet its
obligations under insurance policies it issues and do not measure the ability of
such companies to meet other non-policy obligations. The ratings also do not
relate to the performance of the Portfolios.
=============================================================
9. DEATH BENEFIT
=============================================================
If you should die during the Accumulation Phase of your contract, we will pay a
death benefit to your Beneficiary.
For contracts issued prior to April 28, 1997, the death benefit is the greater
of:
(1) the value of your contract at the time we receive adequate proof of
death, or
(2) total Purchase Payments less any withdrawals.
After your seventh contract anniversary, the death benefit is the greater of (1)
or (2) above or:
(3) the value of your contract on the day before your last contract
anniversary less any withdrawals plus any additional Purchase Payments
since that date, or
14
<PAGE> 21
(4) the death benefit on the day before your last contract anniversary less
any withdrawals since that anniversary.
For contracts issued on or after April 28, 1997, the death benefit is the
greater of:
(1) the value of your contract at the time we receive adequate proof of
death,
(2) total Purchase Payments less any withdrawals, or
(3) the maximum of the anniversary values up to your 81st birthday. The
anniversary value is equal to the value of your contract on each
contract anniversary less any withdrawals plus any additional Purchase
Payments since that anniversary.
The death benefit is not paid after you switch to the Income Phase. During the
Income Phase, your Beneficiary(ies) will receive any remaining guaranteed
annuity payments in accordance with the annuity option you choose.
You may select the Beneficiary(ies) to receive any amounts payable on death. You
may change the Beneficiary at any time, unless you previously made an
irrevocable Beneficiary designation. A new Beneficiary designation is not
effective until we record the change.
The death benefit is immediately payable under the contract. If the Beneficiary
elects an annuity option, it must be paid over the Beneficiary's lifetime or for
a period not extending beyond the Beneficiary's life expectancy. If the
Beneficiary is the spouse of the owner, he or she can elect to continue the
contract at the then current value, in which case he or she will not receive the
death benefit.
The death benefit will be paid out when we receive adequate proof of death: (1)
a certified copy of a death certificate; (2) a certified copy of a decree of
court of competent jurisdiction as to the finding of death; (3) a written
statement by a medical doctor who attended the deceased at the time of death; or
(4) any other proof satisfactory to us. We may also require additional
documentation or proof in order for the death benefit to be paid. If the
Beneficiary does not make a specific election within sixty days of our receipt
of such proof of death, the death benefit will be paid in a lump sum.
=============================================================
10. OTHER INFORMATION
=============================================================
FIRST SUNAMERICA
First SunAmerica and its affiliates, SunAmerica Life Insurance Company, Anchor
National Life Insurance Company, CalAmerica Life Insurance Company, SunAmerica
National Life Insurance Company, SunAmerica Asset Management Corp., Imperial
Premium Finance, Inc., Resources Trust Company and four broker-dealers,
specialize in retirement savings and investment products and services, including
fixed and variable annuities, mutual funds, premium finance, broker-dealer and
trust administration services. First SunAmerica is an indirect wholly owned
subsidiary of SunAmerica Inc. First SunAmerica is licensed to do business in the
states of New York, Nebraska and New Mexico.
THE SEPARATE ACCOUNT
First SunAmerica originally established a separate account, FS Variable Separate
Account, under New York law on September 9, 1994. The separate account is
registered with the SEC as a unit investment trust under the Investment Company
Act of 1940.
First SunAmerica owns the assets in the separate account. However, the assets in
the separate account are not chargeable with liabilities arising out of any
other business First SunAmerica may conduct. Income, gains and losses (realized
and unrealized) resulting from the assets in the separate account are credited
to or charged against the separate account without regard to other income, gains
or losses of First SunAmerica.
THE GENERAL ACCOUNT
If you put your money into the fixed investment options, it goes into First
SunAmerica's general account. The general account is made up of all of First
SunAmerica's assets other than assets attributable to a separate account. All of
the assets in the general account are chargeable with the claims of any First
SunAmerica contract owners as well as all creditors. The general account is
invested in assets permitted by state insurance law.
DISTRIBUTION
The contract is sold through registered representatives of broker-dealers.
Commissions are paid to registered representatives for the sale of contracts.
Commissions are not expected to exceed 7% of your Purchase Payment. Under some
circumstances, we may pay a persistency bonus in addition to standard
commissions. Usually the standard commission is lower when we pay a persistency
bonus, which is not anticipated to exceed .65% annually. Commissions paid to
registered representatives are not directly deducted from your Purchase Payment.
15
<PAGE> 22
SunAmerica Capital Services, Inc., 733 Third Avenue, 4th Floor, New York, New
York 10017 acts as the distributor of the contracts. SunAmerica Capital
Services, Inc., an affiliate of First SunAmerica, is registered as a broker-
dealer under the Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc.
ADMINISTRATION
We are responsible for all the administrative servicing of your contract. Please
contact First SunAmerica's Annuity Service Center at the telephone number and
address provided in the profile section of this prospectus if you have any
comment, question or service request.
We will send out transaction confirmations and quarterly statements. Please
review these documents carefully and notify us of any inaccuracies immediately.
We will investigate all questions and, to the extent we have made an error, we
will retroactively adjust your contract provided you have notified us within
thirty days of receiving the transaction confirmation or quarterly statement, as
applicable. All other adjustments will be made as of the time we receive notice
of the error.
LEGAL PROCEEDINGS
There are no pending legal proceedings affecting the separate account. First
SunAmerica and its subsidiaries are engaged in various kinds of routine
litigation which, in management's judgment, are not of material importance to
their respective total assets or material with respect to the separate account.
CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, serves as the custodian of the assets of the separate account. First
SunAmerica pays State Street Bank for services based on a schedule of fees.
ADDITIONAL INFORMATION
First SunAmerica is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. In accordance with such requirements, we file
reports and other information with the SEC. Such reports and other information
we file can be inspected and copied. Copies can be obtained at the public
reference facilities of the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, or at the regional offices in Chicago and New York. The
addresses of these regional offices are as follows: 500 West Madison Street,
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material also can be obtained by mail from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
upon payment of the fees prescribed by the rules and regulations of the SEC at
prescribed rates.
Registration statements have been filed with the SEC, Washington, D.C., under
the Securities Act of 1933 as amended, relating to the contracts offered by this
prospectus. This prospectus does not contain all the information set forth in
the registration statements and the exhibits filed as part of the registration
statements Reference should be made to such registration statements and exhibits
for further information concerning the separate account, First SunAmerica and
its general account, the Portfolios and the contract.
16
<PAGE> 23
SELECTED FINANCIAL INFORMATION
The following selected financial data of First SunAmerica should be read in
conjunction with the financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations, both
of which follow this selected information. Certain items have been reclassified
to conform to the current year's presentation.
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS
Net investment income........................... $ 2,692 $ 2,798 $ 2,784 $ 1,892 $ 1,161
Net realized investment gains (losses).......... 360 (539) (1,348) 445 1,932
Fee income...................................... 2,016 911 606 749 284
General and administrative expenses............. (1,842) (1,480) (1,004) (1,319) (1,408)
Amortization of deferred acquisition costs...... (1,158) (500) (300) -- (220)
Annual commissions.............................. (18) (19) (33) (30) (44)
------- ------- ------- ------- -------
PRETAX INCOME................................... 2,050 1,171 705 1,737 1,705
Income tax expense.............................. (927) (448) (182) (655) (829)
------- ------- ------- ------- -------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES................... 1,123 723 523 1,082 876
Cumulative effect of change in accounting for
income taxes.................................. -- -- -- (725) --
------- ------- ------- ------- -------
NET INCOME...................................... $ 1,123 $ 723 $ 523 $ 357 $ 876
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
FINANCIAL POSITION
Investments..................................... $190,241 $153,237 $121,218 $ 78,928 $ 85,130
Variable annuity assets......................... 171,475 68,901 32,760 26,390 24,695
Deferred acquisition costs...................... 18,094 12,127 6,491 5,651 2,540
Deferred income taxes........................... -- -- -- 886 1,031
Other assets.................................... 3,040 2,603 2,688 2,282 3,876
------- ------- ------- ------- -------
TOTAL ASSETS.................................... $382,850 $236,868 $163,157 $114,137 $117,272
======= ======= ======= ======= =======
Reserves for fixed annuity contracts............ $180,805 $140,613 $106,332 $ 66,881 $ 68,228
Variable annuity liabilities.................... 171,475 68,901 32,760 26,390 24,695
Other reserves, payables and accrued
liabilities................................... 3,272 2,784 2,003 1,051 1,220
Deferred income taxes........................... 1,836 1,350 244 -- --
Shareholder's equity............................ 25,462 23,220 21,818 19,815 23,129
------- ------- ------- ------- -------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY...... $382,850 $236,868 $163,157 $114,137 $117,272
======= ======= ======= ======= =======
</TABLE>
17
<PAGE> 24
MANAGEMENT DISCUSSION AND ANALYSIS
Management's discussion and analysis of financial condition and results of
operations of First SunAmerica for the three years in the period ended September
30, 1997 follows. In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, First SunAmerica cautions readers
regarding certain forward-looking statements contained in this report and in any
other statements made by, or on behalf of, First SunAmerica, whether or not in
future filings with the Securities and Exchange Commission (the "SEC").
Forward-looking statements are statements not based on historical information
and which relate to future operations, strategies, financial results, or other
developments. Statements using verbs such as "expect," "anticipate," "believe"
or words of similar import generally involve forward-looking statements. Without
limiting the foregoing, forward-looking statements include statements which
represent First SunAmerica's beliefs concerning future levels of sales and
redemptions of First SunAmerica's products, investment spreads and yields, or
the earnings and profitability of First SunAmerica's activities.
Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond First SunAmerica's
control and many of which are subject to change. These uncertainties and
contingencies could cause actual results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, First
SunAmerica. Whether or not actual results differ materially from forward-looking
statements may depend on numerous foreseeable and unforeseeable developments.
Some may be national in scope, such as general economic conditions, changes in
tax law and changes in interest rates. Some may be related to the insurance
industry generally, such as pricing competition, regulatory developments and
industry consolidation. Others may relate to First SunAmerica specifically, such
as credit, volatility and other risks associated with First SunAmerica's
investment portfolio. Investors are also directed to consider other risks and
uncertainties discussed in documents filed by First SunAmerica with the SEC.
First SunAmerica disclaims any obligation to update forward-looking information.
RESULTS OF OPERATIONS FOR THE FISCAL YEARS 1995, 1996 AND 1997
NET INCOME totaled $1.1 million in 1997, compared with $0.7 million in 1996 and
$0.5 million in 1995.
PRETAX INCOME totaled $2.1 million in 1997, $1.2 million in 1996 and $0.7
million in 1995. The 75.0% improvement in 1997 over 1996 primarily resulted from
net realized investment gains of $0.4 million, compared to net realized
investment losses of $0.5 million in 1996. Pretax income was also favorably
impacted by an increase in fee income, partially offset by increased
amortization of deferred acquisition costs and increased general and
administrative expenses. The 66.1% improvement in 1996 over 1995 primarily
resulted from a decline in net realized investment losses, partially offset by
increased general and administrative expenses.
NET INVESTMENT INCOME, which is the spread between the income earned on invested
assets and the interest paid on fixed annuities, totaled $2.7 million in 1997
and $2.8 million in each of 1996 and 1995. These amounts equal 1.52% on average
invested assets (computed on a daily basis) of $176.9 million in 1997, 2.08% on
average invested assets of $134.5 million in 1996 and 2.70% on average invested
assets of $103.2 million in 1995.
Net investment spreads include the effect of income earned on the excess of
average invested assets over average interest-bearing liabilities. This excess
amounted to $8.0 million in 1997, $13.8 million in 1996 and $17.6 million in
1995. The difference between First SunAmerica's yield on average invested assets
and the rate paid on average interest-bearing liabilities (the "Spread
Difference") was 1.25% in 1997, 1.47% in 1996 and 1.69% in 1995.
Investment income (and the related yields on average invested assets) totaled
$12.8 million (7.22%) in 1997, compared with $10.0 million (7.40%) in 1996 and
$7.8 million (7.59%) in 1995. Investment income increased primarily as a result
of higher levels of average invested assets, partially offset by a decline in
portfolio yields. The higher yield in 1995 reflected the effects of both higher
short-term interest rates and extension fee income earned on certain bonds.
Decreasing investment yields since 1995 were primarily due to a generally
declining interest rate environment.
Total interest expense equalled $10.1 million in 1997, $7.2 million in 1996 and
$5.0 million in 1995. The average rate paid on fixed annuity contracts was 5.97%
in 1997, 5.93% in 1996 and 5.90% in 1995. Fixed annuity contracts averaged
$168.9 million during 1997, compared with $120.6 million during 1996 and $85.5
million during 1995.
GROWTH IN AVERAGE INVESTED ASSETS since 1995 primarily reflects the sales of
First SunAmerica's fixed-rate products, consisting of fixed annuity premiums
(including those for the fixed accounts of variable annuity products). Fixed
annuity premiums totaled $70.8 million in 1997, compared with $45.4 million in
1996 and $51.7 million in 1995. These premiums include premiums for the fixed
accounts of variable annuities totaling $68.9 million, $41.2 million and $2.9
million, respectively, which have increased
18
<PAGE> 25
primarily because of increased sales of First SunAmerica's Polaris product and
greater inflows into the one-year fixed account of that product. First
SunAmerica has observed that many purchasers of its variable annuity contracts
allocate new premiums to the one-year fixed account and concurrently elect the
option to dollar cost average into one or more variable funds. Accordingly,
First SunAmerica anticipates that it will see a large portion of these premiums
transferred into the variable funds.
NET REALIZED INVESTMENT GAINS/LOSSES totaled $0.4 million of gains in 1997,
compared to $0.5 million of losses in 1996 and $1.3 million of losses in 1995.
Net realized investment losses include impairment writedowns of $0.1 million in
both 1997 and 1996. Therefore, net gains from sales of investments totaled $0.5
million in 1997 and net losses from sales of investments totaled $0.4 million in
1996. There were no impairment writedowns in 1995.
First SunAmerica sold invested assets, principally bonds and notes, aggregating
$48.7 million, $80.0 million and $57.7 million in 1997, 1996 and 1995,
respectively. Sales of investments result from the active management of First
SunAmerica's investment portfolio. Because sales of investments are made in both
rising and falling interest rate environments, net gains and losses from sales
of investments fluctuate from period to period, and represent 0.25%, 0.27% and
1.31% of average invested assets for 1997, 1996 and 1995, respectively. Active
portfolio management involves the ongoing evaluation of assets sectors,
individual securities within the investment portfolio and the reallocation of
investments from sectors that are perceived to be relatively overvalued to
sectors that are perceived to be relatively undervalued. The intent of First
SunAmerica's active portfolio management is to maximize total returns on the
investment portfolio, taking into account credit and interest-rate risk.
VARIABLE ANNUITY FEES are based on the market value of assets in separate
accounts supporting variable annuity contracts. Such fees totaled $1.7 million
in 1997, $0.7 million in 1996 and $0.4 million in 1995. These increased fees
reflect growth in average variable annuity assets, principally due to the
receipt of variable annuity premiums, increased market values and net exchanges
into the separate accounts from the fixed accounts of variable annuity
contracts, partially offset by surrenders. Variable annuity assets averaged
$111.8 million during 1997, $46.2 million during 1996 and $27.8 million during
1995. Variable annuity premiums, which exclude premiums allocated to the fixed
accounts of variable annuity products, totaled $56.3 million in 1997, $28.6
million in 1996 and $5.9 million in 1995. Sales of variable annuity products
(which include premiums allocated to the fixed accounts) ("Variable Annuity
Product Sales") amounted to $125.2 million, $69.8 million and $8.8 million in
1997, 1996 and 1995, respectively. Increases in Variable Annuity Product Sales
are due, in part, to market share gains through enhanced distribution efforts
and growing consumer demand for flexible retirement savings products that offer
a variety of equity, fixed income and guaranteed fixed account investment
choices. First SunAmerica has encountered increased competition in the variable
annuity marketplace during recent years and anticipates that the market will
remain highly competitive for the foreseeable future.
SURRENDER CHARGES on fixed and variable annuities totaled $304,000 in 1997,
compared with $221,000 in 1996 and $194,000 in 1995. Surrender charges generally
are assessed on annuity withdrawals at declining rates during the first seven
years of an annuity contract. Withdrawal payments, which include surrenders and
lump-sum annuity benefits, totaled $20.6 million in 1997, compared with $12.7
million in 1996 and $17.7 million in 1995. These payments represent 7.58%, 8.06%
and 16.93%, respectively, of average fixed and variable annuity reserves.
Withdrawals include variable annuity withdrawals from the separate accounts
totaling $5.3 million in 1997, $2.8 million in 1996 and $3.6 million in 1995.
Higher withdrawal payments in 1997 are due to the significant growth in First
SunAmerica's annuity reserves. Higher withdrawals in 1995 compared to 1996 are
due to policies coming off surrender charge restrictions. Management anticipates
that withdrawal rates will gradually increase in future periods.
GENERAL AND ADMINISTRATIVE EXPENSES totaled $1.8 million in 1997, compared with
$1.5 million in 1996 and $1.0 million in 1995. General and administrative
expenses remain closely controlled through a company-wide cost containment
program and continue to represent less than 1% of average total assets.
AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $1.2 million in 1997,
compared with $0.5 million in 1996 and $0.3 million in 1995. The increases in
amortization during the three-year period were primarily due to additional fixed
and variable annuity sales and the subsequent amortization of related deferred
commissions and other direct selling costs.
ANNUAL COMMISSIONS represent renewal commissions paid quarterly in arrears to
maintain the persistency of certain of First SunAmerica's annuity contracts.
Annual commissions totaled $18,000 in 1997, $19,000 in 1996 and $33,000 in 1995.
Based on current sales, First SunAmerica estimates that such annual commissions
will increase in future periods.
INCOME TAX EXPENSE totaled $0.9 million in 1997, compared with $0.4 million in
1996 and $0.2 million in 1995, representing effective tax rates of 45% in 1997,
38% in 1996 and 26% in 1995. The differing tax rates for the
19
<PAGE> 26
three year period reflect changes in state income tax expense.
FINANCIAL CONDITION AND LIQUIDITY
SHAREHOLDER'S EQUITY increased 9.7% to $25.5 million at September 30, 1997 from
$23.2 million at September 30, 1996, primarily due to $1.1 million of net income
recorded in 1997 and $0.9 million of net unrealized gains on debt and equity
securities available for sale (credited directly to shareholder's equity),
versus $0.2 million of net unrealized losses on such securities recorded at
September 30, 1996.
INVESTED ASSETS at year end totaled $190.2 million in 1997, compared with $153.2
million at year-end 1996. This 24.1% increase primarily resulted from sales of
fixed annuities.
First SunAmerica manages most of its invested assets internally. The Company's
general investment philosophy is to hold fixed-rate assets for long-term
investment. Thus, it does not have a trading portfolio. However, First
SunAmerica has determined that all of its portfolio of bonds and notes (the
"Bond Portfolio") is available to be sold in response to changes in market
interest rates, changes in relative value of asset sectors and individual
securities, changes in prepayment risk, changes in the credit quality outlook
for certain securities, First SunAmerica's need for liquidity and other similar
factors.
THE BOND PORTFOLIO, which comprises 99% of First SunAmerica's total investment
portfolio (at amortized cost), had an aggregate fair value that exceeded its
amortized cost by $3.8 million at September 30, 1997. At September 30, 1996, the
amortized cost exceeded the fair value of the Bond Portfolio by $0.5 million.
The net unrealized gains on the Bond Portfolio since September 30, 1996
principally reflect the lower prevailing interest rates at September 30, 1997
and the corresponding effect on the fair value of the Bond Portfolio.
At September 30, 1997, the Bond Portfolio (at amortized cost) included $179.8
million of bonds rated by Standard & Poor's Corporation ("S&P"), Moody's
Investors Service ("Moody's"), Duff & Phelps Credit Rating Co. ("DCR"), Fitch
Investors Service, L.P. ("Fitch") or the National Association of Insurance
Commissioners ("NAIC"), and $4.9 million of bonds rated by First SunAmerica
pursuant to statutory ratings guidelines established by the NAIC. At September
30, 1997, approximately $171.6 million of the Bond Portfolio was investment
grade, including $79.6 million of U.S. government/agency securities and
mortgage-backed securities ("MBSs").
At September 30, 1997, the Bond Portfolio included $13.1 million (at amortized
cost with a fair value of $14.0 million) of bonds that were not investment
grade. Based on their September 30, 1997 amortized cost, these
non-investment-grade bonds accounted for 3.4% of First SunAmerica's total assets
and 7.0% of its invested assets.
Non-investment-grade securities generally provide higher yields and involve
greater risks than investment-grade securities because their issuers typically
are more highly leveraged and more vulnerable to adverse economic conditions
than investment-grade issuers. In addition, the trading market for these
securities is usually more limited than for investment-grade securities. First
SunAmerica had no material concentrations of non-investment-grade securities at
September 30, 1997. The following table summarizes First SunAmerica's rated
bonds by rating classification as of September 30, 1997.
20
<PAGE> 27
RATED BONDS BY RATING CLASSIFICATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
ISSUES RATED BY ISSUES NOT RATED BY S&P/MOODY'S/
S&P/MOODY'S/DCR/FITCH DCR/FITCH, BY NAIC CATEGORY TOTAL
---------------------------------- ------------------------------------- ------------------------------------
S&P/(MOODY'S)/ ESTIMATED NAIC ESTIMATED PERCENT OF ESTIMATED
[DCR]/[FITCH] AMORTIZED FAIR CATEGORY AMORTIZED FAIR AMORTIZED INVESTED FAIR
CATEGORY(1) COST VALUE (2) COST VALUE COST ASSETS(3) VALUE
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AAA to A-
(Aaa to
A3)
[AAA to
A-]
[AAA to
A-]..... $117,169 $119,254 1 $10,891 $10,983 $128,060 68.70% $130,237
BBB+ to
BBB-
(Baa1 to
Baa3)
[BBB+ to
BBB-]
[BBB+ to
BBB-]... 37,101 37,544 2 6,466 6,783 43,567 23.37 44,327
BB+ to BB-
(Ba1 to
Ba3)
[BB+ to
BB-]
[BB+ to
BB-].... 993 1,022 3 0 0 993 0.53 1,022
B+ to B-
(B1 to
B3)
[B+ to
B- ]
[B+ to
B- ].... 12,089 12,947 4 0 0 12,089 6.49 12,947
CCC+ to C
(Caa to
C)
[CCC]
[CCC+ to
C-]..... 0 0 5 0 0 0 0.00 0
C1 to D
[DD]
[D]..... 0 0 6 0 0 0 0.00 0
-------- -------- ------- ------- -------- --------
Total
rated
issues... $167,352 $170,767 $17,357 $17,766 $184,709 $188,533
======== ======== ======= ======= ======== ========
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) S&P and Fitch rate debt securities in rating categories ranging from AAA
(the highest) to D (in payment default). A plus (+) or minus (-) indicates
the debt's relative standing within the rating category. A security rated
BBB- or higher is considered investment grade. Moody's rates debt securities
in rating categories ranging from Aaa (the highest) to C (extremely poor
prospects of ever attaining any real investment standing). The number 1, 2
or 3 (with 1 the highest and 3 the lowest) indicates the debt's relative
standing within the rating category. A security rated Baa3 or higher is
considered investment grade. DCR rates debt securities in rating categories
ranging from AAA (the highest) to DD (in payment default). A plus (+) or
minus (-) indicates the debt's relative standing within the rating category.
A security rated BBB- or higher is considered investment grade. Issues are
categorized based on the highest of the S&P, Moody's, DCR and Fitch ratings
if rated by multiple agencies.
(2) Bonds and short-term promissory instruments are divided into six quality
categories for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest)
for nondefaulted bonds plus one category, 6, for bonds in or near default.
These six categories correspond with the S&P/Moody's/DCR/Fitch rating groups
listed above, with categories 1 and 2 considered investment grade. The NAIC
categories include $4.9 million (at amortized cost) of assets that were
rated by First SunAmerica pursuant to applicable NAIC rating guidelines.
(3) At amortized cost.
ASSET-LIABILITY MATCHING is utilized by First SunAmerica to minimize the risks
of interest rate fluctuations and disintermediation. First SunAmerica believes
that its fixed-rate liabilities should be backed by a portfolio principally
composed of fixed-rate investments that generate predictable rates of return.
First SunAmerica does not have a specific target rate of return. Instead, its
rates of return vary over time depending on the current interest rate
environment, the slope of the yield curve, the spread at which fixed rate
investments are priced over the yield curve, and general economic conditions.
Its portfolio strategy is constructed with a view to achieve adequate
risk-adjusted returns consistent with its investment objectives of effective
asset-liability matching, liquidity and safety. The Company's fixed-rate
products incorporate surrender charges or other restrictions in order to
encourage persistency. Approximately 93% of First SunAmerica's fixed annuity
reserves had surrender penalties or other restrictions at September 30, 1997.
As part of its asset-liability matching discipline, First SunAmerica conducts
detailed computer simulations that model its fixed-rate assets and liabilities
under commonly used stress-test interest rate scenarios. With the results of
these computer simulations, First SunAmerica can measure the potential gain or
loss in fair value of its interest-rate sensitive instruments and seek to
protect its economic value and achieve a predictable spread between what it
earns on its invested assets and what it pays on its liabilities by designing
its fixed-rate products and conducting its investment operations to closely
match the duration of the fixed-rate assets to that of its fixed-rate
liabilities. The Company's fixed-rate assets include cash and short-term
investments, and bonds and notes. At September 30, 1997, these assets had an
aggregate fair value of $190.2 million with a duration of 3.3. At September 30,
1997, First SunAmerica's fixed annuity liabilities had an aggregate fair value
(determined by discounting future contractual cash flows by related market rates
of interest) of $171.8 million with a duration of 3.6. The Company's potential
exposure due to a relative 10% increase in interest rates prevalent at September
30, 1997 is immaterial.
21
<PAGE> 28
Duration is a common option-adjusted measure for the price sensitivity of a
fixed-maturity portfolio to changes in interest rates. It measures the
approximate percentage change in the market value of a portfolio if interest
rates change by 100 basis points, recognizing the changes in cash flows
resulting from embedded options such as policy surrenders, investment
prepayments and bond calls. It also incorporates the assumption that First
SunAmerica will continue to utilize its existing strategies of pricing its fixed
annuity products, allocating its available cash flow amongst its various
investment portfolio sectors and maintaining sufficient levels of liquidity.
Because the calculation of duration involves estimation and incorporates
assumptions, potential changes in portfolio value indicated by the portfolio's
duration will likely be different from the actual changes experienced under
given interest rate scenarios, and the differences may be material.
First SunAmerica also seeks to provide liquidity from time to time by using
reverse repurchase agreements ("Reverse Repos") and by investing in MBSs. It
also seeks to enhance its spread income by using Reverse Repos. Reverse Repos
involve a sale of securities and an agreement to repurchase the same securities
at a later date at an agreed upon price and are generally over-collateralized.
MBSs are generally investment-grade securities collateralized by large pools of
mortgage loans. MBSs generally pay principal and interest monthly. The amount of
principal and interest payments may fluctuate as a result of prepayments of the
underlying mortgage loans.
There are risks associated with some of the techniques First SunAmerica uses to
provide liquidity, enhance its spread income and match its assets and
liabilities. The primary risk associated with First SunAmerica's Reverse Repos
is counterparty risk. First SunAmerica believes, however, that the
counterparties to its Reverse Repos are financially responsible and that the
counterparty risk associated with those transactions is minimal. The primary
risk associated with MBSs is that a changing interest rate environment might
cause prepayment of the underlying obligations at speeds slower or faster than
anticipated at the time of their purchase. As part of its decision to purchase
an MBS, First SunAmerica assesses the risk of prepayment by analyzing the
security's projected performance over an array of interest-rate scenarios. Once
an MBS is purchased, First SunAmerica monitors its actual prepayment experience
monthly to reassess the relative attractiveness of the security with the intent
to maximize total return.
INVESTED ASSETS EVALUATION routinely includes a review by First SunAmerica of
its portfolio of debt securities. Management identifies monthly those
investments that require additional monitoring and carefully reviews the
carrying values of such investments at least quarterly to determine whether
specific investments should be placed on a nonaccrual basis and to determine
declines in value that may be other than temporary. In making these reviews for
bonds, management principally considers the adequacy of any collateral,
compliance with contractual covenants, the borrower's recent financial
performance, news reports and other externally generated information concerning
the creditor's affairs. In the case of publicly traded bonds, management also
considers market value quotations, if available. The carrying values of bonds
that are determined to have declines in value that are other than temporary are
reduced to net realizable value and no further accruals of interest are made.
DEFAULTED INVESTMENTS, comprising all investments that are in default as to the
payment of principal or interest, were $0.2 million at September 30, 1996 and
constituted 0.1% of total invested assets. There were no defaulted investments
at September 30, 1997.
SOURCES OF LIQUIDITY are readily available to First SunAmerica in the form of
First SunAmerica's existing portfolio of cash and short-term investments,
Reverse Repo capacity on invested assets and, if required, proceeds from
invested asset sales. At September 30, 1997, approximately $163.3 million of
First SunAmerica's Bond Portfolio had an aggregate unrealized gain of $4.0
million, while approximately $21.4 million of the Bond Portfolio had an
aggregate unrealized loss of $0.2 million. In addition, First SunAmerica's
investment portfolio currently provides approximately $1.9 million of monthly
cash flow from scheduled principal and interest payments. Historically, cash
flows from operations and from the sale of First SunAmerica's annuity products
have been sufficient in amount to satisfy First SunAmerica's liquidity needs.
Management is aware that prevailing market interest rates may shift
significantly and has strategies in place to manage either an increase or
decrease in prevailing rates. In a rising interest rate environment, First
SunAmerica's average cost of funds would increase over time as it prices its new
and renewing annuities to maintain a generally competitive market rate.
Management would seek to place new funds in investments that were matched in
duration to, and higher yielding than, the liabilities assumed. First SunAmerica
believes that liquidity to fund withdrawals would be available through incoming
cash flow, the sale of short-term or floating-rate instruments or Reverse Repos
on First SunAmerica's substantial MBS segment of the Bond Portfolio, thereby
avoiding the sale of fixed-rate assets in an unfavorable bond market.
In a declining rate environment, First SunAmerica's cost of funds would decrease
over time, reflecting lower interest crediting rates on its fixed annuities.
Should increased liquidity be required for withdrawals, First SunAmerica
believes that a significant portion of its investments could be sold without
adverse consequences in light of the general strengthening that would be
expected in the bond market.
22
<PAGE> 29
PROPERTIES
First SunAmerica's executive offices and its principal office are in leased
premises at 733 Third Avenue, New York, New York 10017. First SunAmerica,
through an affiliate, also leases office space in Los Angeles, Woodland Hills
and Torrance, California.
First SunAmerica believes that such properties, including the equipment located
therein, are suitable and adequate to meet the requirements of its business.
23
<PAGE> 30
DIRECTORS AND EXECUTIVE OFFICERS
First SunAmerica's directors and officers as of January 1, 1998 are listed
below:
<TABLE>
<CAPTION>
OTHER POSITIONS AND
YEAR OTHER BUSINESS
PRESENT ASSUMED EXPERIENCE WITHIN
NAME AGE POSITION(S) POSITION(S) LAST FIVE YEARS** FROM-TO
==================================================================================================================================
<S> <C> <C> <C> <C> <C>
Eli Broad* 64 Chairman, Chief Executive Officer and 1994 Co-founded SunAmerica Inc. (SAI) in 1957
President of First SunAmerica
Chairman, Chief Executive Officer and 1986
President of SAI
- ----------------------------------------------------------------------------------------------------------------------------------
Jay S. Wintrob* 40 Executive Vice President of First 1991 (Joined SAI in 1987)
SunAmerica
Vice Chairman of SAI 1995
- ----------------------------------------------------------------------------------------------------------------------------------
James R. Belardi* 40 Senior Vice President of First 1992 Vice President and Treasurer (Jointed SAI 1989-1992
SunAmerica in 1986)
Executive Vice President of SAI 1995
- ----------------------------------------------------------------------------------------------------------------------------------
Jana W. Greer* 45 Senior Vice President of First 1991 (Jointed SAI in 1974)
SunAmerica and SAI
- ----------------------------------------------------------------------------------------------------------------------------------
Peter McMillan, 40 Executive Vice President and Chief 1994 Senior Vice President, SunAmerica 1989-1994
III* Investment Officer of SunAmerica Investments, Inc.
Investments, Inc.
- ----------------------------------------------------------------------------------------------------------------------------------
Scott L. Robinson* 51 Senior Vice President and Treasurer of 1991 (Joined SAI in 1978)
First SunAmerica
Senior Vice President and Controller
of SAI
- ----------------------------------------------------------------------------------------------------------------------------------
James W. Rowan* 35 Senior Vice President of First 1996 Vice President 1993-1995
SunAmerica and SAI Assistant to the Chairman 1992
Senior Vice President, Security Pacific 1986-1992
Corp.
- ----------------------------------------------------------------------------------------------------------------------------------
Lorin M. Fife* 44 Senior Vice President, General Counsel 1994 Vice President and General Counsel - 1994-1995
and Assistant Secretary of First Regulatory Affairs of SAI
SunAmerica
Senior Vice President and General 1995 Vice President and Associate General 1989-1994
Counsel - Regulatory Affairs of SAI Counsel of SAI (Joined SAI in 1989)
- ----------------------------------------------------------------------------------------------------------------------------------
Susan L. Harris* 40 Senior Vice President and Secretary of 1994 Vice President, General Counsel - 1994-1995
First SunAmerica Corporate Affairs and Secretary of SAI
Senior Vice President, General Counsel 1995 Vice President, Associate General Counsel 1989-1994
-Corporate Affairs and Secretary of and Secretary of SAI (Joined SAI in 1985)
SAI
- ----------------------------------------------------------------------------------------------------------------------------------
N. Scott Gillis 44 Senior Vice President and Controller 1994 Vice President and Controller, SunAmerica 1989-1994
of First SunAmerica Life Companies
Vice President of SAI 1997 (Joined SAI in 1985)
- ----------------------------------------------------------------------------------------------------------------------------------
Edwin R. Reoliquio 40 Senior Vice President and Chief 1995 Vice President and Actuary, SunAmerica 1990-1995
Actuary of First SunAmerica Life Companies
- ----------------------------------------------------------------------------------------------------------------------------------
Victor E. Akin 33 Senior Vice President of First 1996 Vice President, SunAmerica Life Companies 1995-1996
SunAmerica
Director, SunAmerica Life Companies 1994-1995
Manager, SunAmerica Life Companies 1993-1994
Actuary, Milliman & Robertson 1992-1993
Consultant, Chalke Inc. 1991-1992
- ----------------------------------------------------------------------------------------------------------------------------------
Scott H. Richland 35 Vice President 1994 Vice President and Treasurer of SAI 1995-1997
Senior Vice President and Treasurer of 1997 Vice President and Asst. Treasurer of SAI 1994-1995
SAI
Asst. Treasurer of SAI 1993-1994
Director, SunAmerica Investments, Inc. 1990-1993
(Joined SAI in 1990)
- ----------------------------------------------------------------------------------------------------------------------------------
David W. Ferguson 44 Director 1987 Partner, Davis Polk & Wardwell 1980 to
present
- ----------------------------------------------------------------------------------------------------------------------------------
Thomas A. Harnett 73 Director 1987 Partner, Lane & Mitterdorf, LLP 1989 to
present
- ----------------------------------------------------------------------------------------------------------------------------------
Margery K. Neale 38 Director 1996 Partner, Shereff, Friedman, Hoffman & 1990 to
Goodman, LLP present
- ----------------------------------------------------------------------------------------------------------------------------------
Lester Pollack 64 Director 1987 Chief Executive Officer, Centre Partners, 1986 to
L.P. present
General Partner, Lazard Freres & Co. 1986 to
present
Senior Managing Director, Corporate 1988 to
Partners, L.P. present
- ----------------------------------------------------------------------------------------------------------------------------------
Richard D. Rohr 71 Director 1987 Partner, Bodman, Longley & Dahling 1958 to
present
==================================================================================================================================
</TABLE>
* Also serves as a director.
** Unless otherwise indicated, offices and positions are with SunAmerica Inc.
24
<PAGE> 31
EXECUTIVE COMPENSATION
All of the executive officers of First SunAmerica also serve as employees of
SunAmerica Inc. or its affiliates and receive no compensation directly from
First SunAmerica. Some of the officers also serve as officers of other companies
affiliated with First SunAmerica. Allocations have been made as to each
individual's time devoted to his or her duties as an executive officer of First
SunAmerica.
The following table shows the cash compensation paid or earned, based on these
allocations, to the chief executive officer and top four executive officers of
First SunAmerica whose allocated compensation exceeds $100,000 and to all
executive officers of First SunAmerica as a group for services rendered in all
capacities in First SunAmerica during 1997:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
NAME OF
INDIVIDUAL ALLOCATED
OR NUMBER CAPACITIES IN CASH
IN GROUP WHICH SERVED COMPENSATION
- ---------------------------------------------------------------
<S> <C> <C>
Eli Broad Chairman, Chief Executive $ 8,700
Officer and President
Joseph M. Tumbler Executive Vice President 5,438
Jay S. Wintrob Executive Vice President 5,438
James R. Belardi Senior Vice President 2,538
Jana Waring Greer Senior Vice President 4,812
All Executive
Officers as a
Group (14) $ 46,308
- ---------------------------------------------------------------
</TABLE>
Directors of First SunAmerica who are also employees of SunAmerica Inc. or its
affiliates receive no compensation in addition to their compensation as
employees of SunAmerica Inc. or its affiliates.
SECURITY OWNERSHIP OF OWNERS AND MANAGEMENT
No shares of First SunAmerica owned by any executive officer or director. First
SunAmerica is an indirect wholly-owned subsidiary of SunAmerica Inc. Except for
Mr. Eli Broad, Chairman and Chief Executive Officer of SunAmerica Inc., the
percentage of shares of SunAmerica Inc. beneficially owned by any director does
not exceed one percent of the class outstanding. At December 15, 1997, Mr. Broad
was the beneficial owner of 10,705,829 shares of Common Stock (5.7% of the class
outstanding) and 13,740,441 shares of Class B Common Stock (84.4% of the class
outstanding). Of the Common Stock, 1,063,773 shares represent restricted shares
granted under SunAmerica Inc.'s employee stock plans as to which Mr. Broad has
no investment power; 1,063,773 shares are registered in the name of a
corporation of which Mr. Broad is a director and has sole voting and dispositive
powers, 97,704 shares are held by a foundation of which Mr. Broad is a director
and shares voting and dispositive powers; and 6,949,512 shares represent
employee stock options held by Mr. Broad which are or will become exercisable on
or before February 15, 1998 and as to which he has no voting or investment
power. Of the Class B Stock, 12,684,210 shares are held directly by Mr. Broad;
and 1,056,231 shares are registered in the name of a corporation as to which Mr.
Broad exercises sole voting and dispositive powers. At December 15, 1997, all
directors and officers as a group beneficially owned 14,338,041 shares of Common
Stock (7.64% of the class outstanding) and 13,740,441 shares of Class B Common
Stock (84.40% of the class outstanding). All share numbers reflect a 3-for-2
stock split paid in the form of a stock dividend on August 29, 1997 to holders
of record on August 20, 1997.
STATE REGULATION
First SunAmerica is subject to regulation and supervision by the insurance
regulatory agencies of the States of New York, New Mexico and Nebraska, the
states in which First SunAmerica is authorized to transact business. State
insurance laws establish supervisory agencies with broad administrative and
supervisory powers. Principal among these powers are granting and revoking
licenses to transact business, regulating marketing and other trade practices,
operating guaranty associations, licensing agents, approving policy forms,
regulating certain premium rates, regulating insurance holding company systems,
establishing reserve requirements, prescribing the form and content of required
financial statements and reports, performing financial, market conduct and other
examinations, determining the reasonableness and adequacy of statutory capital
and surplus, defining acceptable accounting principles regulating the type,
valuation and amount of investments permitted, and limiting the amount of
dividends that can be paid and the size of transactions that can be consummated
without first obtaining regulatory approval.
During the last decade, the insurance regulatory framework has been placed under
increased scrutiny by various states, the federal government and the NAIC.
Various states have considered or enacted legislation that changes, and in many
cases increases, the states' authority to regulate insurance companies.
Legislation has been introduced from time to time in Congress that could result
in the federal government assuming some role in the regulation of insurance
companies or allowing combinations between insurance companies, banks and other
entities. In recent years, the NAIC has approved and recommended to the states
for adoption and implementation several regulatory initiatives designed to
reduce the risk of insurance company insolvencies and market conduct violations.
These initiatives include investment reserve requirements, risk-based capital
standards, codification of insurance accounting principles,
25
<PAGE> 32
new investment standards and restrictions on an insurance company's ability to
pay dividends to its stockholders. The NAIC is also currently developing model
laws relating to product design and illustrations for annuity products. Current
proposals are still being debated and First SunAmerica is monitoring
developments in this area and the effects any changes would have on First
SunAmerica.
INDEPENDENT ACCOUNTANTS
The financial statements of First SunAmerica as of September 30, 1997 and 1996
and for each of the three years in the period ended September 30, 1997 included
in this prospectus have been included in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
=============================================================
TABLE OF CONTENTS OF
STATEMENT OF ADDITIONAL INFORMATION
=============================================================
<TABLE>
<S> <C>
Separate Account.............................. 3
General Account............................... 4
Performance Data.............................. 4
Annuity Unit Values........................... 9
Annuity Payments.............................. 10
Taxes......................................... 13
Distribution of Contracts..................... 17
Financial Statements.......................... 17
</TABLE>
=============================================================
FINANCIAL STATEMENTS
=============================================================
The consolidated financial statements of First SunAmerica which are included in
this prospectus should be considered only as bearing on the ability First
SunAmerica to meet its obligations with respect to amounts allocated to the
fixed investment options and with respect to the death benefit and our
assumption of the mortality and expense risks and the risks that the withdrawal
charge will not be sufficient to cover the cost of distributing the contracts.
They should not be considered as bearing on the investment performance of the
variable Portfolios. The value of the variable Portfolios is affected primarily
by the performance of the underlying investments.
26
<PAGE> 33
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
First SunAmerica Life Insurance Company
In our opinion, the accompanying balance sheet and the related income statement
and statement of cash flows present fairly, in all material respects, the
financial position of First SunAmerica Life Insurance Company at September 30,
1997 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended September 30, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Los Angeles, California
November 7, 1997
27
<PAGE> 34
FIRST SUNAMERICA LIFE INSURANCE COMPANY
BALANCE SHEET
<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Investments:
Cash and short-term investments........................................... $ 1,689,000 $ 6,707,000
Bonds and notes:
Available for sale, at fair value (amortized cost: 1997, $184,709,000;
1996, $146,908,000)................................................... 188,533,000 146,401,000
Common stocks, at fair value (cost: 1997 and 1996, $0).................... 19,000 129,000
------------ ------------
Total investments......................................................... 190,241,000 153,237,000
Variable annuity assets..................................................... 171,475,000 68,901,000
Accrued investment income................................................... 2,179,000 1,462,000
Deferred acquisition costs.................................................. 18,094,000 12,127,000
Income taxes currently receivable........................................... -- 299,000
Other assets................................................................ 861,000 842,000
------------ ------------
TOTAL ASSETS................................................................ $382,850,000 $236,868,000
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY
Reserves, payables and accrued liabilities:
Reserves for fixed annuity contracts...................................... $180,805,000 $140,613,000
Payable to brokers for purchases of securities............................ 1,010,000 1,939,000
Income taxes currently payable............................................ 540,000 --
Other liabilities......................................................... 1,722,000 845,000
------------ ------------
Total reserves, payables and accrued liabilities.......................... 184,077,000 143,397,000
------------ ------------
Variable annuity liabilities................................................ 171,475,000 68,901,000
------------ ------------
Deferred income taxes....................................................... 1,836,000 1,350,000
------------ ------------
Shareholder's equity:
Common Stock.............................................................. 3,000,000 3,000,000
Additional paid-in capital................................................ 14,428,000 14,428,000
Retained earnings......................................................... 7,096,000 5,973,000
Net unrealized gains (losses) on debt and equity securities available for
sale................................................................... 938,000 (181,000)
------------ ------------
Total shareholder's equity................................................ 25,462,000 23,220,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $382,850,000 $236,868,000
============ ============
</TABLE>
See accompanying notes
28
<PAGE> 35
FIRST SUNAMERICA LIFE INSURANCE COMPANY
INCOME STATEMENT
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
--------------------------------------------
1997 1996 1995
------------ ----------- -----------
<S> <C> <C> <C>
Investment income.............................................. $ 12,781,000 $ 9,957,000 $ 7,834,000
------------ ----------- -----------
Interest expense on:
Fixed annuity contracts...................................... (10,089,000) (7,155,000) (5,042,000)
Senior indebtedness.......................................... -- (4,000) (8,000)
------------ ----------- -----------
Total interest expense......................................... (10,089,000) (7,159,000) (5,050,000)
------------ ----------- -----------
NET INVESTMENT INCOME.......................................... 2,692,000 2,798,000 2,784,000
------------ ----------- -----------
NET REALIZED INVESTMENT GAINS (LOSSES)......................... 360,000 (539,000) (1,348,000)
------------ ----------- -----------
Fee income:
Variable annuity fees........................................ 1,712,000 690,000 412,000
Surrender charges............................................ 304,000 221,000 194,000
------------ ----------- -----------
TOTAL FEE INCOME............................................... 2,016,000 911,000 606,000
------------ ----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES............................ (1,842,000) (1,480,000) (1,004,000)
------------ ----------- -----------
AMORTIZATION OF DEFERRED ACQUISITION COSTS..................... (1,158,000) (500,000) (300,000)
------------ ----------- -----------
ANNUAL COMMISSIONS............................................. (18,000) (19,000) (33,000)
------------ ----------- -----------
PRETAX INCOME.................................................. 2,050,000 1,171,000 705,000
Income tax expense............................................. (927,000) (448,000) (182,000)
------------ ----------- -----------
NET INCOME..................................................... $ 1,123,000 $ 723,000 $ 523,000
============ =========== ===========
</TABLE>
See accompanying notes
29
<PAGE> 36
FIRST SUNAMERICA LIFE INSURANCE COMPANY
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-------------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................... $ 1,123,000 $ 723,000 $ 523,000
Adjustments to reconcile net income to net cash provided by operating
activities:
Interest credited to fixed annuity contracts..................... 10,089,000 7,155,000 5,042,000
Net realized investment (gains) losses........................... (360,000) 539,000 1,348,000
Accretion of net discounts on investments........................ (97,000) (343,000) (394,000)
Amortization of goodwill......................................... 57,000 58,000 58,000
Provision for deferred income taxes.............................. (116,000) 740,000 333,000
Change in:
Deferred acquisition costs......................................... (8,467,000) (5,736,000) (2,740,000)
Income taxes receivable/payable.................................... 839,000 (322,000) (418,000)
Other, net........................................................... (382,000) (254,000) (323,000)
------------ ------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES............................ 2,686,000 2,560,000 3,429,000
------------ ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of:
Bonds and notes.................................................. (101,287,000) (124,681,000) (125,130,000)
Common stock..................................................... -- -- (112,000)
Sales of:
Bonds and notes.................................................. 49,018,000 80,440,000 55,553,000
Common stock..................................................... 140,000 -- --
Redemptions and maturities of:
Bonds and notes.................................................. 13,856,000 11,514,000 21,369,000
Mortgage loans................................................... -- 4,736,000 35,000
------------ ------------- -------------
NET CASH USED BY INVESTING ACTIVITIES................................ (38,273,000) (27,991,000) (48,285,000)
------------ ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Premium receipts on fixed annuity contracts.......................... 70,812,000 45,417,000 51,681,000
Net exchanges from the fixed accounts of variable annuity
contracts.......................................................... (22,346,000) (4,719,000) (87,000)
Withdrawal payments on fixed annuity contracts....................... (15,310,000) (9,850,000) (14,131,000)
Claims and annuity payments on fixed annuity contracts............... (3,176,000) (3,752,000) (2,974,000)
Net receipts from (repayments of) other short-term financings........ 589,000 (1,340,000) 1,964,000
------------ ------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES............................ 30,569,000 25,756,000 36,453,000
------------ ------------- -------------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS........... (5,018,000) 325,000 (8,403,000)
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD............... 6,707,000 6,382,000 14,785,000
------------ ------------- -------------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD..................... $ 1,689,000 $ 6,707,000 $ 6,382,000
============ ============= =============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid on indebtedness...................................... $ -- $ 4,000 $ 8,000
============ ============= =============
Net income taxes paid.............................................. $ 203,000 $ 30,000 $ 254,000
============ ============= =============
</TABLE>
See accompanying notes
30
<PAGE> 37
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
First SunAmerica Life Insurance Company (The "Company") is a New
York -- domiciled life insurance company engaged primarily in the business of
writing fixed and variable annuity contracts in the state of New York.
The operations of the Company are influenced by many factors, including general
economic conditions, monetary and fiscal policies of the federal government, and
policies of state and other regulatory authorities. The level of sales of the
Company's financial products is influenced by many factors, including general
market rates of interest; strengths, weaknesses and volatility of equity
markets; and terms and conditions of competing financial products. The Company
is exposed to the typical risks normally associated with a portfolio of
fixed-income securities, namely interest rate, option, liquidity and credit
risk. The Company controls its exposure to these risks by, among other things,
closely monitoring and matching the duration of its assets and liabilities,
monitoring and limiting prepayment and extension risk in its portfolio,
maintaining a large percentage of its portfolio in highly liquid securities, and
engaging in a disciplined process of underwriting, reviewing and monitoring
credit risk. The Company also is exposed to market risk, as market volatility
may result in reduced fee income in the case of assets held in separate
accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles and include the
accounts of the Company, an indirect wholly owned subsidiary of SunAmerica Inc.
(the "Parent"). Certain prior period amounts have been reclassified to conform
with the 1997 presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions that affect
the amounts reported in the financial statements and the accompanying notes.
Actual results could differ from those estimates.
INVESTMENTS: Cash and short-term investments primarily include cash, commercial
paper, money market investments, repurchase agreements and short-term bank
participations. All such investments are carried at cost plus accrued interest,
which approximates fair value, have maturities of three months or less and are
considered cash equivalents for purposes of reporting cash flows.
Bonds and notes available for sale and common stocks are carried at aggregate
fair value and changes in unrealized gains or losses, net of tax, are credited
or charged directly to shareholder's equity. Bonds and notes are reduced to
estimated net realizable value when necessary for declines in value considered
to be other than temporary. Estimates of net realizable value are subjective and
actual realization will be dependent upon future events.
Realized gains and losses on the sale of investments are recognized in
operations at the date of sale and are determined using the specific cost
identification method. Premiums and discounts on investments are amortized to
investment income using the interest method over the contractual lives of the
investments.
DEFERRED ACQUISITION COSTS: Policy acquisition costs are deferred and amortized,
with interest, in relation to the incidence of estimated gross profits to be
realized over the estimated lives of the annuity contracts. Estimated gross
profits are composed of net interest income, net realized investment gains and
losses, variable annuity fees, surrender charges and direct administrative
expenses. Deferred acquisition costs consist of commissions and other costs that
vary with, and are primarily related to, the production or acquisition of new
business.
As debt and equity securities available for sale are carried at aggregate fair
value, an adjustment is made to deferred acquisition costs equal to the change
in amortization that would have been recorded if such securities had been sold
at their stated aggregate fair value and the proceeds reinvested at current
yields. The change in this adjustment, net of tax, is included with the change
in net unrealized gains or losses on debt and equity securities available for
sale that is credited or charged directly to shareholder's equity. Deferred
Acquisition Costs have been decreased by $2,400,000 at September 30, 1997 and
increased by $100,000 at September 30, 1996 for this adjustment.
VARIABLE ANNUITY ASSETS AND LIABILITIES: The assets and liabilities resulting
from the receipt of variable annuity premiums are segregated in separate
accounts. The Company receives fees for assuming mortality and certain expense
risks. Such fees are included in Variable Annuity Fees in the income statement.
31
<PAGE> 38
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOODWILL: Goodwill, amounting to $763,000 at September 30, 1997, is amortized by
using the straight-line method over a period of 25 years and is included in
Other Assets in the balance sheet. Goodwill is evaluated for impairment when
events or changes in economic conditions indicate that the carrying amount may
not be recoverable.
CONTRACTHOLDER RESERVES: Contractholder reserves for fixed annuity contracts are
accounted for as investment-type contracts in accordance with Statement of
Financial Accounting Standards No. 97, "Accounting and Reporting by Insurance
Enterprises for Certain Long-Duration Contracts and for Realized Gains and
Losses from the Sale of Investments," and are recorded at accumulated value
(premiums received, plus accrued interest, less withdrawals and assessed fees).
FEE INCOME: Variable annuity fees and surrender charges are recorded in income
as earned.
INCOME TAXES: The Company is included in the consolidated federal income tax
return of the Parent and files as a "life insurance company" under the
provisions of the Internal Revenue Code of 1986. Income taxes have been
calculated as if the Company filed a separate return. Deferred income tax assets
and liabilities are recognized based on the difference between financial
statement carrying amounts and income tax bases of assets and liabilities using
enacted income tax rates and laws.
3. INVESTMENTS
The amortized cost and estimated fair value of bonds and notes available for
sale by major category follow:
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED FAIR
COST VALUE
------------ ------------
<S> <C> <C>
AT SEPTEMBER 30, 1997:
Securities of the United States Government................ $ 11,073,000 $ 11,224,000
Mortgage-backed securities................................ 69,355,000 70,677,000
Securities of public utilities............................ 4,426,000 4,496,000
Corporate bonds and notes................................. 78,372,000 80,405,000
Other debt securities..................................... 21,483,000 21,731,000
------------ ------------
Total available for sale.................................. $184,709,000 $188,533,000
============ ============
AT SEPTEMBER 30, 1996:
Securities of the United States Government................ $ 9,631,000 $ 9,562,000
Mortgage-backed securities................................ 75,846,000 75,607,000
Securities of public utilities............................ 1,032,000 971,000
Corporate bonds and notes................................. 41,545,000 41,722,000
Other debt securities..................................... 18,854,000 18,539,000
------------ ------------
Total available for sale.................................. $146,908,000 $146,401,000
============ ============
</TABLE>
The amortized cost and estimated fair value of bonds and notes available for
sale by contractual maturity, as of September 30, 1997, follow:
<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED FAIR
COST VALUE
------------ ------------
<S> <C> <C>
Due in one year or less..................................... $ 250,000 $ 251,000
Due after one year through five years....................... 23,461,000 23,749,000
Due after five years through ten years...................... 54,161,000 55,688,000
Due after ten years......................................... 37,482,000 38,168,000
Mortgage-backed securities.................................. 69,355,000 70,677,000
------------ ------------
Total available for sale.................................... $184,709,000 $188,533,000
============ ============
</TABLE>
Actual maturities of bonds and notes will differ from those shown above due to
prepayments and redemptions.
32
<PAGE> 39
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS (CONTINUED)
Gross unrealized gains and losses on bonds and notes available for sale by major
category follow:
<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED
GAINS LOSSES
---------- -----------
<S> <C> <C>
AT SEPTEMBER 30, 1997:
Securities of the United States Government................... $ 151,000 $ --
Mortgage-backed securities................................... 1,393,000 (71,000)
Securities of public utilities............................... 70,000 --
Corporate bonds and notes.................................... 2,132,000 (99,000)
Other debt securities........................................ 256,000 (8,000)
---------- -----------
Total available for sale..................................... $4,002,000 $ (178,000)
========== ===========
AT SEPTEMBER 30, 1996:
Securities of the United States Government................... $ 55,000 $ (124,000)
Mortgage-backed securities................................... 515,000 (754,000)
Securities of public utilities............................... -- (61,000)
Corporate bonds and notes.................................... 749,000 (572,000)
Other debt securities........................................ 3,000 (318,000)
---------- -----------
Total available for sale..................................... $1,322,000 $(1,829,000)
========== ===========
</TABLE>
At September 30, 1997, gross unrealized gains on equity securities available for
sale aggregated $19,000 and there were no unrealized losses. At September 30,
1996, gross unrealized gains on equity securities available for sale aggregated
$129,000 and there were no unrealized losses.
Gross realized investment gains and losses on sales of investments are as
follows:
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
BONDS AND NOTES:
Realized gains................................................ $ 1,163,000 $ 1,039,000 $ 423,000
Realized losses............................................... (863,000) (1,295,000) (1,771,000)
COMMON STOCKS:
Realized gains/losses......................................... 140,000 (112,000) --
IMPAIRMENT WRITEDOWNS........................................... (80,000) (171,000) --
----------- ----------- ----------
Total net realized investment gains/losses.................... $ 360,000 $ (539,000) $(1,348,000)
=========== =========== ==========
</TABLE>
The sources and related amounts of investment income are as follows:
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
-------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Short-term investments.......................................... $ 234,000 $ 390,000 $ 1,045,000
Bonds and notes................................................. 12,547,000 9,186,000 6,291,000
Mortgage loans.................................................. -- 381,000 498,000
---------- ---------- ----------
Total investment income....................................... $12,781,000 $ 9,957,000 $ 7,834,000
========== ========== ==========
</TABLE>
Expenses incurred to manage the investment portfolio amounted to $99,000 for the
year ended September 30, 1997, $121,000 for the year ended September 30, 1996,
and $125,000 for the year ended September 30, 1995 and are included in General
and Administrative Expenses in the income statement.
33
<PAGE> 40
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
3. INVESTMENTS (CONTINUED)
The carrying values of investments in any one entity or its affiliates exceeding
10% of the Company's shareholder's equity at September 30, 1997 are as follows:
<TABLE>
<S> <C>
Bonds and notes:
Lockheed Martin Corp. ...................................................... $4,078,000
Nabisco Inc. ............................................................... 4,061,000
PacificCorp................................................................. 3,033,000
==========
</TABLE>
At September 30, 1997, bonds and notes included $13,082,000 (fair value of
$13,969,000) of bonds and notes not rated investment grade. The Company had no
material concentrations of non-investment-grade assets at September 30, 1997.
At September 30, 1997, there were no investments in default as to the payment of
principal or interest.
At September 30, 1997, $518,000 of bonds, at amortized cost, were on deposit
with regulatory authorities in accordance with statutory requirements.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair value disclosures are limited to reasonable
estimates of the fair value of only the Company's financial instruments. The
disclosures do not address the value of the Company's recognized and
unrecognized nonfinancial assets and liabilities or the value of anticipated
future business. The Company does not plan to sell most of its assets or settle
most of its liabilities at these estimated fair values.
The fair value of a financial instrument is the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. Selling expenses and potential taxes are not
included. The estimated fair value amounts were determined using available
market information, current pricing information and various valuation
methodologies. If quoted market prices were not readily available for a
financial instrument, management determined an estimated fair value.
Accordingly, the estimates may not be indicative of the amounts the financial
instruments could be exchanged for in a current or future market transaction.
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
CASH AND SHORT-TERM INVESTMENTS: Carrying value is considered to be a reasonable
estimate of fair value.
BONDS AND NOTES: Fair value is based principally on independent pricing
services, broker quotes and other independent information.
COMMON STOCKS: Fair value is based principally on independent pricing services,
broker quotes and other independent information.
VARIABLE ANNUITY ASSETS: Variable annuity assets are carried at the market value
of the underlying securities.
RESERVES FOR FIXED ANNUITY CONTRACTS: Deferred annuity contracts are assigned a
fair value equal to current net surrender value. Annuitized contracts are valued
based on the present value of future cash flows at current pricing rates.
PAYABLE TO BROKERS FOR PURCHASES OF SECURITIES: Such obligations represent net
transactions of a short-term nature for which the carrying value is considered a
reasonable estimate of fair value.
VARIABLE ANNUITY LIABILITIES: Fair values of contracts in the accumulation phase
are based on net surrender values. Fair values of contracts in the payout phase
are based on the present value of future cash flows at assumed investment rates.
34
<PAGE> 41
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
4. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The estimated fair values of the Company's financial instruments at September
30, 1997 and 1996, compared with their respective carrying values, are as
follows:
<TABLE>
<CAPTION>
CARRYING FAIR
VALUE VALUE
------------ ------------
<S> <C> <C>
1997:
ASSETS:
Cash and short-term investments........................................... $ 1,689,000 $ 1,689,000
Bonds and notes........................................................... 188,533,000 188,533,000
Common stocks............................................................. 19,000 19,000
Variable annuity assets................................................... 171,475,000 171,475,000
LIABILITIES:
Reserves for fixed annuity contracts...................................... 180,805,000 171,809,000
Payable to brokers for purchases of securities............................ 1,010,000 1,010,000
Variable annuity liabilities.............................................. 171,475,000 163,045,000
============ ============
1996:
ASSETS:
Cash and short-term investments........................................... $ 6,707,000 $ 6,707,000
Bonds and notes........................................................... 146,401,000 146,401,000
Common stocks............................................................. 129,000 129,000
Variable annuity assets................................................... 68,901,000 68,901,000
LIABILITIES:
Reserves for fixed annuity contracts...................................... 140,613,000 134,479,000
Payable to brokers for purchases of securities............................ 1,939,000 1,939,000
Variable annuity liabilities.............................................. 68,901,000 65,546,000
============ ============
</TABLE>
5. CONTINGENT LIABILITIES
The Company is involved in various kinds of litigation common to its business.
These cases are in various stages of development and, based on reports of
counsel, management believes that provisions made for potential losses relating
to such litigation are adequate and any further liabilities and costs will not
have a material adverse impact upon the Company's financial position or results
of operations.
6. SHAREHOLDER'S EQUITY
The Company is authorized to issue 300 shares of its $10,000 par value Common
Stock. At September 30, 1997 and 1996, 300 shares were outstanding.
35
<PAGE> 42
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
6. SHAREHOLDER'S EQUITY (CONTINUED)
Changes in shareholder's equity are as follows:
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
------------------------------------------
1997 1996 1995
----------- ---------- -----------
<S> <C> <C> <C>
RETAINED EARNINGS:
Beginning balance............................................... $ 5,973,000 $5,250,000 $ 4,727,000
Net income...................................................... 1,123,000 723,000 523,000
---------- ----------- -----------
Ending balance.................................................. $ 7,096,000 $5,973,000 $ 5,250,000
========== =========== ===========
NET UNREALIZED GAINS/LOSSES ON DEBT AND EQUITY SECURITIES
AVAILABLE FOR SALE:
Beginning balance............................................... $ (181,000) $ (860,000) $(2,340,000)
Change in net unrealized gains/losses on debt securities
available for sale........................................... 4,331,000 939,000 4,254,000
Change in net unrealized gains/losses on equity securities
available for sale........................................... (110,000) 206,000 (77,000)
Change in adjustment to deferred acquisition costs.............. (2,500,000) (100,000) (1,900,000)
Tax effect of net changes....................................... (602,000) (366,000) (797,000)
---------- ----------- -----------
Ending balance.................................................. $ 938,000 $ (181,000) $ (860,000)
========== =========== ===========
</TABLE>
For a life insurance company domiciled in the State of New York, no dividend may
be distributed to any shareholder unless notice of the domestic insurer's
intention to declare such dividend and the amount have been filed with the
Superintendent of Insurance not less than 30 days in advance of such proposed
declaration, or if the Superintendent disapproves the distribution of the
dividend within the 30-day period. No dividends were paid in fiscal years 1997,
1996 or 1995.
Under statutory accounting principles utilized in filings with insurance
regulatory authorities, the Company's net income for the nine months ended
September 30, 1997 was $7,000. The statutory net loss for the year ended
December 31, 1996 was $450,000 and the statutory net loss for the year ended
December 31, 1995 was $2,083,000. The Company's statutory capital and surplus
was $12,696,000 at September 30, 1997, $13,126,000 at December 31, 1996 and
$13,862,000 at December 31, 1995.
7. INCOME TAXES
The components of the provisions for income taxes on pretax income consist of
the following:
<TABLE>
<CAPTION>
NET REALIZED
INVESTMENT
GAINS (LOSSES) OPERATIONS TOTAL
-------------- --------- ----------
<S> <C> <C> <C>
1997:
Currently payable.................................................. $ 88,000 $ 955,000 $1,043,000
Deferred........................................................... 60,000 (176,000) (116,000)
--------- --------- ----------
Total income tax expense................................. $ 148,000 $ 779,000 $ 927,000
========= ========= ==========
1996:
Currently payable.................................................. $ (121,000) $(171,000) $ (292,000)
Deferred........................................................... (105,000) 845,000 740,000
--------- --------- ----------
Total income tax expense................................. $ (226,000) $ 674,000 $ 448,000
========= ========= ==========
1995:
Currently payable.................................................. $ (592,000) $ 441,000 $ (151,000)
Deferred........................................................... (28,000) 361,000 333,000
--------- --------- ----------
Total income tax expense................................. $ (620,000) $ 802,000 $ 182,000
========= ========= ==========
</TABLE>
36
<PAGE> 43
FIRST SUNAMERICA LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
7. INCOME TAXES (CONTINUED)
Income taxes computed at the United States federal income tax rate of 35% and
income taxes provided differ as follows:
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Amount computed at statutory rate...................................... $718,000 $410,000 $247,000
Increases (decreases) resulting from:
Amortization of differences between book and tax bases of net assets
acquired.......................................................... 20,000 20,000 20,000
State income taxes, net of federal tax benefit....................... 200,000 25,000 (86,000)
Other, net........................................................... (11,000) (7,000) 1,000
-------- -------- --------
Total income tax expense..................................... $927,000 $448,000 $182,000
======== ======== ========
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax reporting purposes. The significant
components of the liability for Deferred Income Taxes are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------------
1997 1996
----------- -----------
<S> <C> <C>
DEFERRED TAX LIABILITIES:
Investments................................................................... $ 153,000 $ 225,000
Deferred acquisition costs.................................................... 6,191,000 3,902,000
Net unrealized gains on debt and equity securities available for sale......... 505,000 --
Other liabilities............................................................. 75,000 84,000
----------- -----------
Total deferred tax liabilities................................................ 6,924,000 4,211,000
----------- -----------
DEFERRED TAX ASSETS:
Contractholder reserves....................................................... (4,898,000) (2,582,000)
State income taxes............................................................ (79,000) (79,000)
Net unrealized losses on debt and equity securities available for sale........ -- (97,000)
Other assets.................................................................. (111,000) (103,000)
----------- -----------
Total deferred tax assets..................................................... (5,088,000) (2,861,000)
----------- -----------
Deferred income taxes......................................................... $ 1,836,000 $ 1,350,000
=========== ===========
</TABLE>
8. RELATED PARTY MATTERS
The Company pays commissions to three affiliated companies, SunAmerica
Securities, Inc., Advantage Capital Corp. and Royal Alliance Associates, Inc.
These broker-dealers represent a significant portion of the Company's business,
amounting to approximately 57.1%, 57.9% and 31.2% of premiums in 1997, 1996 and
1995, respectively. Commissions paid to these broker-dealers totaled $4,486,000
in 1997, $2,646,000 in 1996, and $761,000 in 1995. No single unaffiliated
broker-dealer was responsible for more than 13% of total sales in the years
ended September 30, 1997, 1996, and 1995.
The Company paid occupancy and office services expenses to Royal Alliance
Associates, Inc. totaling $15,000 for the year ended September 30, 1996 and
$113,000 for the year ended September 30, 1995. The Company paid no such charges
in the year ended September 30, 1997.
The Company purchases administrative, investment management, accounting,
marketing and data processing services from SunAmerica Financial, Inc., whose
purpose is to provide services to the SunAmerica companies. Amounts paid for
such services totaled $2,454,000 for the year ended September 30, 1997,
$2,097,000 for the year ended September 30, 1996 and $722,000 for the year ended
September 30, 1995. Such amounts are included in General and Administrative
Expenses in the income statement.
9. SUBSEQUENT EVENTS
On October 31, 1997, the Company merged with John Alden Life Insurance Company
of New York, an affiliate, which had approximately $1,375,000,000 of annuity
reserves at September 30, 1997.
37
<PAGE> 44
================================================================================
APPENDIX A - CONDENSED FINANCIAL INFORMATION
================================================================================
<TABLE>
<CAPTION>
INCEPTION TO FISCAL YEAR FISCAL YEAR
PORTFOLIOS 11/30/95 11/30/96 11/30/97
=================================================================================================
<S> <C> <C> <C>
Capital Appreciation (Inception Date - 4/6/95)
Beginning AUV.................................... $11.35 $14.19 $17.63
End AUV.......................................... $14.19 $17.63 $21.26
End #AUs......................................... 52,583 242,433 510,291
-------------------------------------------------------------------------------------------------
Growth (Inception Date - 4/6/95)
Beginning AUV.................................... $11.02 $12.95 $16.32
End AUV.......................................... $12.95 $16.32 $20.31
End #AUs......................................... 15,156 104,264 196,539
-------------------------------------------------------------------------------------------------
Natural Resources (Inception Date - 5/30/95)
Beginning AUV.................................... $10.17 $10.78 $12.13
End AUV.......................................... $10.78 $12.13 $11.14
End #AUs......................................... 5,306 62,002 112,509
-------------------------------------------------------------------------------------------------
Government and Quality Bond (Inception Date -
5/3/95)
Beginning AUV.................................... $10.55 $11.51 $11.94
End AUV.......................................... $11.51 $11.94 $12.65
End #AUs......................................... 37,576 127,538 190,449
-------------------------------------------------------------------------------------------------
International Growth and Income (Inception Date -
6/9/97)
Beginning AUV.................................... -- -- $10.00
End AUV.......................................... -- -- $10.33
End #AUs......................................... -- -- 86,248
-------------------------------------------------------------------------------------------------
Aggressive Growth (Inception Date - 6/3/96)
Beginning AUV.................................... -- $10.00 $10.29
End AUV.......................................... -- $10.29 $11.51
End #AUs......................................... -- 160,390 478,003
-------------------------------------------------------------------------------------------------
International Diversified Equities (Inception Date
- 4/12/95)
Beginning AUV.................................... $9.45 $10.07 $11.39
End AUV.......................................... $10.07 $11.39 $11.62
End #AUs......................................... 58,058 355,952 753,010
-------------------------------------------------------------------------------------------------
Global Equities (Inception Date - 5/22/95)
Beginning AUV.................................... $11.99 $13.01 $15.15
End AUV.......................................... $13.01 $15.15 $16.90
End #AUs......................................... 26,604 117,488 310,271
-------------------------------------------------------------------------------------------------
Emerging Markets (Inception Date - 6/12/97)
Beginning AUV.................................... -- -- $10.00
End AUV.......................................... -- -- $7.97
End #AUs......................................... -- -- 85,313
-------------------------------------------------------------------------------------------------
Putnam Growth* (Inception Date - 4/6/95)
Beginning AUV.................................... $10.36 $12.60 $14.88
End AUV.......................................... $12.60 $14.88 $18.47
End #AUs......................................... 31,960 114,619 231,883
-------------------------------------------------------------------------------------------------
Real Estate (Inception Date - 6/2/97)
Beginning AUV.................................... -- -- $10.00
End AUV.......................................... -- -- $11.44
End #AUs......................................... -- -- 56,379
-------------------------------------------------------------------------------------------------
Growth/Phoenix Investment Counsel (Inception Date -
4/6/95)
Beginning AUV.................................... $10.61 $12.81 $14.94
End AUV.......................................... $12.81 $14.94 $17.63
End #AUs......................................... 22,973 94,650 154,635
-------------------------------------------------------------------------------------------------
* Formerly named Provident Growth.
</TABLE>
A-1
<PAGE> 45
<TABLE>
<CAPTION>
INCEPTION TO FISCAL YEAR FISCAL YEAR
PORTFOLIOS 11/30/95 11/30/96 11/30/97
=================================================================================================
<S> <C> <C> <C>
Alliance Growth (Inception Date - 4/6/95)
Beginning AUV.................................... $11.52 $15.44 $19.46
End AUV.......................................... $15.44 $19.46 $24.51
End #AUs......................................... 52,943 322,225 679,444
-------------------------------------------------------------------------------------------------
Venture Value (Inception Date - 4/6/95)
Beginning AUV.................................... $10.84 $13.29 $16.68
End AUV.......................................... $13.29 $16.68 $21.30
End #AUs......................................... 113,664 605,579 1,424,342
-------------------------------------------------------------------------------------------------
Federated Value (Inception Date - 6/3/96)
Beginning AUV.................................... -- $10.00 $11.00
End AUV.......................................... -- $11.00 $13.62
End #AUs......................................... -- 69,098 218,504
-------------------------------------------------------------------------------------------------
Growth-Income (Inception Date - 4/12/95)
Beginning AUV.................................... $11.15 $13.32 $16.70
End AUV.......................................... $13.32 $16.70 $21.41
End #AUs......................................... 45,266 259,344 614,307
-------------------------------------------------------------------------------------------------
Utility (Inception Date - 6/3/96)
Beginning AUV.................................... -- $10.00 $10.67
End AUV.......................................... -- $10.67 $12.74
End #AUs......................................... -- 20,721 59,907
-------------------------------------------------------------------------------------------------
Asset Allocation (Inception Date - 4/24/95)
Beginning AUV.................................... $11.29 $12.64 $14.97
End AUV.......................................... $12.64 $14.97 $17.98
End #AUs......................................... 60,824 264,208 581,922
-------------------------------------------------------------------------------------------------
Balanced/Phoenix Investment Counsel (Inception Date
- 5/8/95)
Beginning AUV.................................... $10.90 $12.33 $13.82
End AUV.......................................... $12.33 $13.82 $15.45
End #AUs......................................... 41,654 157,110 230,784
-------------------------------------------------------------------------------------------------
SunAmerica Balanced (Inception Date - 6/3/96)
Beginning AUV.................................... -- $10.00 $11.04
End AUV.......................................... -- $11.04 $13.22
End #AUs......................................... -- 72,909 240,556
-------------------------------------------------------------------------------------------------
Worldwide High Income (Inception Date - 5/2/95)
Beginning AUV.................................... $10.16 $11.36 $14.20
End AUV.......................................... $11.36 $14.20 $15.98
End #AUs......................................... 21,556 124,728 399,865
-------------------------------------------------------------------------------------------------
High-Yield Bond (Inception Date - 5/8/95)
Beginning AUV.................................... $11.18 $11.48 $12.99
End AUV.......................................... $11.48 $12.99 $14.66
End #AUs......................................... 40,706 220,725 547,787
-------------------------------------------------------------------------------------------------
Corporate Bond (Inception Date - 4/12/95)
Beginning AUV.................................... $10.21 $11.10 $11.65
End AUV.......................................... $11.10 $11.65 $12.54
End #AUs......................................... 5,375 48,161 120,997
-------------------------------------------------------------------------------------------------
Global Bond (Inception Date - 5/2/95)
Beginning AUV.................................... $10.37 $11.20 $12.25
End AUV.......................................... $11.20 $12.25 $13.08
End #AUs......................................... 12,162 52,993 148,602
-------------------------------------------------------------------------------------------------
Cash Management (Inception Date - 4/27/95)
Beginning AUV.................................... $10.44 $10.67 $11.04
End AUV.......................................... $10.67 $11.04 $11.43
End #AUs......................................... 59,731 52,729 231,674
</TABLE>
================================================================================
AUV - Accumulation Unit Value
AU - Accumulation Units
A-2
<PAGE> 46
================================================================================
APPENDIX B - MARKET VALUE ADJUSTMENT
================================================================================
The market value adjustment reflects the impact that changing interest rates
have on the value of money invested at a fixed interest rate. The longer the
period of time remaining in the term you initially agreed to leave your money in
the fixed investment option, the greater the impact of changing interest rates.
The impact of the market value adjustment can be either positive or negative,
and is computed by multiplying the amount withdrawn, transferred or annuitized
by the following factor:
N/12
[(1+I/(1+J+0.0025)] - 1
where:
I is the interest rate you are earning on the money invested in the fixed
investment option;
J is the interest rate then currently available for the period of time
equal to the number of years remaining in the term you initially agreed
to leave your money in the fixed investment option rounded up to the
next full year; and
N is the number of full months remaining in the term you initially agreed
to leave your money in the fixed investment option.
EXAMPLES OF THE MARKET VALUE ADJUSTMENT
The examples below assume the following:
(1) You made an initial Purchase Payment of $10,000 and allocated it to the
10-year fixed investment option at a rate of 7%;
(2) You make a partial withdrawal of $4,000 when 1 1/2 years (18 months)
remain in the 10-year term you initially agreed to leave your money in
the fixed investment option (N=18); and
(3) You have not made any other transfers, additional Purchase Payments, or
withdrawals.
No withdrawal charges are reflected because your Purchase Payment has been in
the contract for seven full years. If a withdrawal charge applies, it is
deducted before the market value adjustment. The market value adjustment is
assessed on the amount withdrawn less any withdrawal charge.
NEGATIVE ADJUSTMENT
Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 3-year fixed investment option is 7.5% and the 5-year
fixed investment option is 8.5%. By linear interpolation, the interest rate for
the remaining 4 years (3 1/2 years rounded up to the next full year) in the
contract is calculated to be 8%.
N/12
The market value adjustment factor is = [(1+I)/(1+J+0.0025)] - 1
18/12
= [(1.07)/(1.08+0.0025)] - 1
1.5
= (0.988453) - 1
= 0.982729 - 1
= - 0.017271
The requested withdrawal amount is multiplied by the market value adjustment
factor to determine the market value adjustment:
$4,000 X (- 0.017271) = -$69.08
$69.08 represents the market value adjustment that will be deducted from the
money remaining in the 10-year fixed investment option.
POSITIVE ADJUSTMENT
Assume that on the date of withdrawal, the interest rate in effect for a new
Purchase Payments in the 3-year fixed investment option is 5.5% and the 5-year
fixed investment option is 6.5%. By linear interpolation, the interest rate for
the remaining 4 years (3 1/2 years rounded up to the next full year) in the
contract is calculated to be 6%.
N/12
The market value adjustment factor is = [(1+I/(1+J+0.0025)] - 1
18/12
= [(1.07)/(1.06+0.0025)] - 1
1.5
= (1.007059) - 1
= 1.010607 - 1
= +0.010607
The requested withdrawal amount is multiplied by the market value adjustment
factor to determine the market value adjustment:
$4,000 x (+0.010607) = +$42.43
$42.43 represents the market value adjustment that would be added to your
withdrawal.
B-1
<PAGE> 47
- --------------------------------------------------------------------------------
Please forward a copy (without charge) of the Polaris Variable Annuity
Statement of Additional Information to:
(Please print or type and fill in all information.)
----------------------------------------------------------------
Name
----------------------------------------------------------------
Address
----------------------------------------------------------------
City/State/Zip
Date: Signed:
Return to: First SunAmerica Life Insurance Company, Annuity Service Center,
P.O. Box 54299, Los Angeles, California 90054-0299.
- --------------------------------------------------------------------------------
<PAGE> 48
PART II
-------
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution.
-------------------------------------------
Not Applicable
Item 14. Indemnification of Directors and Officers.
------------------------------------------
Not Applicable
Item 15. Recent Sales of Unregistered Securities.
----------------------------------------
Not Applicable
Item 16. Exhibits and Financial Statement Schedules.
-------------------------------------------
Exhibit No. Description
(1) Underwriting Agreement*
(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession**
(3) (a) Articles of Incorporation*
(b) By-Laws*
(4) (a) Flexible Premium Individual Modified
Guaranteed and Variable Annuity Contract*
(b) Individual Modified Guaranteed and
Variable Annuity Application*
(5) Opinion of Counsel re: Legality*
(6) Opinion re Discount on Capital Shares**
(7) Opinion re Liquidation Preference**
(8) Opinion re Tax Matters**
(9) Voting Trust Agreement**
(10) Material Contracts**
(11) Statement re Computation of Per Share Earnings**
(12) Statement re Computation of Ratios**
(14) Material Foreign Patents**
(15) Letter re Unaudited Financial Information**
(16) Letter re Change in Certifying Accountant**
(21) Subsidiaries of Registrant*
(23) (a) Consent of Independent Accountants*
(b) Consent of Attorney*
(24) Powers of Attorney*
(25) Statement of Eligibility of Trustee**
(26) Invitation for Competitive Bids**
(27) Financial Data Schedule*
(28) Information Reports Furnished to State Insurance
Regulatory Authority**
(29) Other Exhibits**
* Herewith
** Not Applicable
*** Previously Filed
<PAGE> 49
Item 17. Undertakings.
------------
The undersigned registrant, First SunAmerica Life Insurance
Company, hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment hereof) which, individually
or in the aggregate, represents a fundamental change in the
information in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
<PAGE> 50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, and the State of California, on this
19th day of January, 1998.
By: FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ JAY S. WINTROB
---------------------------------------
Jay S. Wintrob
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
ELI BROAD* President, Chief Executive
- --------------------- Officer, & Chairman of
Eli Broad Board (Principal Executive
Officer)
SCOTT L. ROBINSON* Senior Vice President,
- --------------------- Treasurer & Director
Scott L. Robinson (Principal Financial Officer)
N. SCOTT GILLIS* Senior Vice President & Controller
- --------------------- (Principal Accounting Officer)
N. Scott Gillis
JAMES R. BELARDI* Director
- ---------------------
James R. Belardi
DAVID W. FERGUSON* Director
- ---------------------
David W. Ferguson
LORIN M. FIFE* Director
- ---------------------
Lorin M. Fife
JANA W. GREER* Director
- ---------------------
Jana W. Greer
THOMAS A. HARNETT* Director
- ---------------------
Thomas A. Harnett
JAY S. WINTROB* Director
- ---------------------
Jay S. Wintrob
/s/ SUSAN L. HARRIS Director January 19, 1998
- ---------------------
Susan L. Harris
PETER MCMILLAN* Director
- ---------------------
Peter McMillan
MARGERY K. NEALE* Director
- ---------------------
Margery K. Neale
LESTER POLLACK* Director
- ---------------------
Lester Pollack
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
<S> <C> <C>
RICHARD D. ROHR* Director
- ---------------------
Richard D. Rohr
JAMES W. ROWAN* Director
- ---------------------
James W. Rowan
*By: /s/ SUSAN L. HARRIS Attorney-in-Fact
---------------------
Susan L. Harris
</TABLE>
Date: January 19, 1998
<PAGE> 52
EXHIBIT INDEX
Exhibit No. Description
- -------- ------------
(1) Form of Underwriting Agreement
(3)(a) Articles of Incorporation
(3)(b) By-Laws
(4)(a) Flexible Premium Individual Modified Guaranteed and Variable
Annuity Contract
(4)(b) Individual Modified Guaranteed and Variable Annuity Application
(5) Opinion of Counsel re: Legality (included in Exhibit 23(b))
(21) Subsidiaries of Registrant
(23)(a) Consent of Independent Accountants
(23)(b) Consent of Attorney
(24) Powers of Attorney
(27) Financial Data Schedule
<PAGE> 1
DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into as of this 3rd day of March, 1995, is among
FIRST SUNAMERICA LIFE INSURANCE COMPANY ("First Sun"), a life insurance company
organized under the laws of the State of New York, on behalf of itself and FS
VARIABLE SEPARATE ACCOUNT ("Separate Account"), a Separate Account established
by First Sun pursuant to the insurance laws of the State of New York, and
SUNAMERICA CAPITAL SERVICES, INC. ("Distributor"), a corporation organized
under the laws of the State of Delaware.
WITNESSETH:
WHEREAS, First Sun issues to the public certain variable annuity contracts
identified on the contract specification sheet attached hereto as Attachment A
("Contracts"); and
WHEREAS, First Sun, by resolution adopted on September 9, 1994,
established the Separate Account on its books of account, for the purpose of
issuing variable annuity contracts; and
WHEREAS, the Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 (File No. 811-8810); and
WHEREAS, the Contracts to be issued by First Sun are registered with the
Commission under the Securities Act of 1933 (the "Act") (File No. 33-85014) for
offer and sale to the public, and otherwise are in compliance with all
applicable laws; and
WHEREAS, the Distributor, a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc., proposes to act as distributor on an agency basis in the
marketing and distribution of the Contracts;
WHEREAS, First Sun desires to obtain the services of the Distributor as
distributor of said Contracts issued by First Sun through the Separate Account;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, First Sun, the Separate Account and Distributor hereby agree as
follows:
1. The Distributor will serve as distributor on an agency basis for the
Contracts which will be issued by First Sun through the Separate
Account.
2. The Distributor will, either directly or through an affiliate, provide
information and marketing assistance to licensed insurance agents and
broker-dealers on a continuing basis. The Distributor shall be
responsible for compliance with the requirements of state
broker-dealer regulations and the Securities Exchange Act of 1934 as
each applies to Distributor in connection with its duties as
distributor of said Contracts. Moreover, the Distributor shall conduct
its affairs in accordance with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
<PAGE> 2
3. Subject to agreement of First Sun, the Distributor may enter into dealer
agreements with broker-dealers registered under the Securities Exchange Act
of 1934 and authorized by applicable law to sell variable annuity contracts
issued by First Sun through the Separate Account. Any such contractual
arrangement is expressly made subject to this Agreement, and the
Distributor will at all times be responsible to First Sun for purposes of
the federal securities laws for the distribution of Contracts issued
through the Separate Account.
4. Warrants
(a) First Sun represents and warrants to Distributor that:
(i) Registration Statements on Form N-4 (and, if applicable, Form
S-1) for each of the Contracts identified on Attachment A have
been filed with the Commission in the form previously delivered
to the Distributor and that copies of any and all amendments
thereto will be forwarded to the Distributor at the time that
they are filed with the Commission;
(ii) The Registration Statement and any further amendments or
supplements thereto will, when they become effective, conform in
all material respects to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940, and the rules
and regulations of the Commission under such Acts, and will not
contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any
statement or omission made in reliance upon and in conformity
with information furnished in writing to First Sun by the
Distributor expressly for use therein;
(iii) First Sun is validly existing as a stock life insurance company
in good standing under the laws of the state of New York, with
power (corporate or otherwise) to own its properties and conduct
its business as described in the Prospectus, and has been duly
qualified for the transaction of business and is in good
standing under the laws of each other jurisdiction, or conducts
any business, so as to require such qualification;
(iv) The Contracts to be issued through the Separate Account and
offered for sale by the Distributor on behalf of First Sun
hereunder have been duly and validly authorized and, when issued
and delivered against payment therefor as provided herein, will
be duly and validly issued and will conform to the description
of such Contracts contained in the Prospectuses relating
thereto;
(v) Those persons who offer and sell the Contracts are to be
appropriately licensed in a manner as to comply with the state
insurance laws;
-2-
<PAGE> 3
(vi) The performance of this Agreement and the
consummation of the transactions contemplated
by this Agreement will not result in a breach
or violation of any of the terms and provisions
of, or constitute a default under any statute,
any indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to
which First Sun is a party or by which First
Sun is bound, First Sun's Charter as a stock
life insurance company or By-laws, or any
order, rule or regulation of any court or
governmental agency or body having jurisdiction
over First Sun or any of its properties; and no
consent, approval, authorization or order of
any court or governmental agency or body is
required for the consummation by First Sun of
the transactions contemplated by this Agreement,
except such as may be required under the
Securities Exchange Act of 1934 or state
insurance or securities laws in connection with
the distribution of the Contracts by the
Distributor; and
(vii) There are no material legal or governmental
proceedings pending to which First Sun or the
Separate Account is a party or of which any
property of First Sun or the Separate Account
is the subject, other than as set forth in the
Prospectus relating to the Contracts, and other
than litigation incident to the kind of
business conducted by First Sun, if determined
adversely to First Sun, would individually or
in the aggregate have a material adverse effect
on the financial position, surplus or
operations of First Sun.
(b) The Distributor represents and warrants to First Sun
that;
(i) It is a broker-dealer duly registered with the
Commission pursuant to the Securities Exchange
Act of 1934 and a member in good standing of
the National Association of Securities Dealers,
Inc., and is in compliance with the securities
laws in those states in which it conducts
business as a broker-dealer;
(ii) The performance of this Agreement and the
consummation of the transactions herein
contemplated will not result in a breach or
violation of any of the terms or provisions of
or constitute a default under any statute, any
indenture, mortgage, deed of trust, note
agreement or other agreement or instrument to
which the Distributor is a party or by which
the Distributor is bound, the Certificate of
Incorporation or By-laws of the Distributor, or
any order, rule or regulation of any court or
governmental agency or body having jurisdiction
over the Distributor or its property; and
(iii) To the extent that any statements or omissions
made in the Registration Statement, or any
amendment or supplement thereto are made in
reliance upon and in conformity with written
information furnished to First Sun by the
Distributor expressly for use therein, such
Registration Statement and any amendments or
supplements thereto will, when they become
effective or are filed with the Commission, as
the case may be, conform in all material
respects to
-3-
<PAGE> 4
the requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder and will not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading.
5. The Distributor, or an affiliate thereof, shall keep, or cause to be kept,
in a manner and form prescribed or approved by First Sun and in accordance
with Rules 17a-3 and 17a-4 under the Securities Exchange Act of 1934,
correct records and books of account as required to be maintained by a
registered broker-dealer, acting as distributor, of all transactions
entered into on behalf of First Sun and with respect to its activities
under this Agreement for First Sun. The party maintaining the books and
records required shall make such records and books of account available for
inspection by the Commission, and First Sun shall have the right to
inspect, make copies of or take possession of such records and books of
account at any time on demand.
6. Subsequent to having been authorized to commence the activities
contemplated herein, the Distributor, or an affiliate thereof, will cause
the currently effective Prospectus relating to the subject Contracts in
connections with its marketing and distribution efforts to be utilized. As
to the other types of sales material, the Distributor, or an affiliate
thereof, agrees that it will cause to be used only sales materials as have
been authorized for use by First Sun and which conform to the requirements
of federal and state laws and regulations, and which have been filed where
necessary with the appropriate regulatory authorities, including the
National Association of Securities Dealers, Inc.
7. The Distributor, or such other person as referred to in paragraph 6 above,
will not distribute any Prospectus, sales literature, or any other printed
matter or material in the marketing and distribution of any Contract if, to
the knowledge of the Distributor, or such other person, any of the
foregoing misstates the duties, obligations or liabilities of First Sun or
the Distributor.
8. Expenses of providing sales presentations, mailings, advertising and any
other marketing efforts conducted in connection with the distribution or
sale of the Contracts shall be borne by First Sun.
9. The Distributor, as distributor of the Contracts, shall not be entitled to
remuneration for its services.
10. All premium payments collected on the sale of the Contracts by the
Distributor, if any, shall be transmitted to First Sun for immediate
allocation to the Separate Account in accordance with the directions
furnished by the purchasers of such Contracts at the time of purchase.
11. The Distributor makes no representations or warranties regarding the number
of Contracts to be sold by licensed broker-dealers and insurance agents or
the amount to be paid thereunder. The Distributor does, however, represent
that it will actively engage in its duties under this Agreement on a
continuous basis while there is an effective registration statement with
the Commission.
-4-
<PAGE> 5
12. It is understood and agreed that the Distributor may render similar
services or act as a distributor or dealer in the distribution of
other variable contracts.
13. First Sun will use its best efforts to assure that the Contracts are
continuously registered under the Securities Act of 1933 and, should it
ever be required, under state Blue Sky Laws and to file for approval under
state insurance laws when necessary.
14. First Sun reserves the right at any time to suspend or limit the public
offering of the subject Contracts.
15. First Sun agrees to advise the Distributor immediately of:
(a) any request by the Commission (i) for amendment of the Registration
Statement relating to the Contracts, or (ii) for additional
information;
(b) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement relating to the Contracts
or the initiation of any proceedings for that purpose; and
(c) the happening of any material event, if known, which makes untrue any
statement made in the Registration Statement relating to the Contracts
or which requires the making of a change therein in order to make any
statement made therein not misleading.
16. First Sun will furnish to the Distributor such information with respect to
the Separate Account and the Contracts in such form and signed by such of
its officers as the Distributor may reasonably request; and will warrant
that the statements therein contained when so signed will be true and
correct.
17. Each of the undersigned parties agrees to notify the other in writing upon
being apprised of the institution of any proceeding, investigation or
hearing involving the offer or sale of the subject Contracts.
18. This Agreement will terminate automatically upon its assignment to any
person other than a person which is a wholly owned subsidiary of SunAmerica
Inc. This Agreement shall terminate, without the payment of any penalty by
either party:
(a) at the option of First Sun, upon sixty days' advance written
notice to the Distributor; or
(b) at the option of the Distributor upon 90 days' written notice to
First Sun; or
(c) at the option of First Sun upon institution of formal proceedings
against the Distributors by the National Association of
Securities Dealers, Inc. or by the Commission; or
-5-
<PAGE> 6
(d) at the option of either party, if the other party or any
representative thereof at any time (i) employs any device, scheme, or
artifice to defraud; makes any untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading; or engages in any act, practice, or course of
business which operates or would operate as a fraud or deceit upon any
person; or (ii) violates the conditions of this Agreement.
19. Each notice required by this Agreement may be given by telephone or telefax
and confirmed in writing.
20. (a) First Sun shall indemnify and hold harmless the Distributor
and each person, if any, who controls the Distributor within the
meaning of the Act against any losses, claims, damages or liabilities
to which the Distributor or such controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, Prospectus or
Statement of Additional Information or any other written sales
material prepared by First Sun which is utilized by the Distributor in
connection with the sale of Contracts or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein (in the case of the Registration
Statement, Prospectus and Statement of Additional Information), or in
the case of such other sales material, necessary to make the
statements therein not misleading in the light of the circumstances
under which they were made and will reimburse the Distributor and each
such controlling person for any legal or other expenses reasonably
incurred by the Distributor or such controlling person in connection
with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that First Sun will not be
liable in any such case to the extent that any such loss, claim,
omission or alleged omission made in such Registration Statement,
Prospectus or Statement of Additional Information in conformity with
information furnished to First Sun specifically for use therein; and
provided, further, that nothing herein shall be so construed as to
protect the Distributor against any liability to First Sun or the
Contract Owners to which the Distributor would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of his or her duties, or by reason of his or her reckless
disregard by the Distributor of its obligations and duties under this
Agreement.
(b) The Distributor will likewise indemnify and hold harmless First Sun,
each of its directors and officers and each person, if any, who
controls the Trust within the meaning of the Act to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in conformity with
written information furnished to the Trust by the Distributor
specifically for use therein.
-6-
<PAGE> 7
21. This Agreement shall be subject to the laws of the State of
California and construed so as to interpret the Contracts and
insurance contracts written within the business operation of First
Sun.
22. This Agreement covers and includes all agreements, verbal and
written, between First Sun and the Distributor with regard to the
marketing and distribution of the Contracts, and supersedes and annuls
any and all agreements between the parties with regard to the
distribution of the Contracts; except that this Agreement shall not
affect the operation of previous or future agreements entered into
between First Sun and the Distributor unrelated to the sale of the
Contracts.
THIS AGREEMENT, along with any Attachment attached hereto and incorporated
herein by reference, may be amended from time to time by the mutual agreement
and consent of the undersigned parties; provided that such amended shall not
affect the rights of existing Contract Owners, and that such amended be in
writing and duly executed.
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed
and attested on the date first stated above.
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By: /s/ ELI BROAD
------------------------------------
ELI BROAD
President
FS VARIABLE SEPARATE ACCOUNT
By: FIRST SUNAMERICA LIFE
INSURANCE COMPANY
By: /s/ ELI BROAD
------------------------------------
ELI BROAD
President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ PETER HARBECK
------------------------------------
PETER HARBECK
Executive Vice President
-7-
<PAGE> 8
Attachment A
CONTRACT SPECIFICATION SHEET
----------------------------
The following variable annuity contracts are the subject of the Distribution
Agreement between First SunAmerica Life Insurance Company and SunAmerica
Capital Services, Inc. dated March 3, 1995 regarding the sale of the following
contracts funded in FS Variable Separate Account:
1. Polaris
-8-
<PAGE> 1
EXHIBIT 3A
Short Certificate
State of New York
Insurance Department
It is hereby certified that the annexed copy of the Agreement and Plan of Merger
of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK, of Montebello, New York, into
FIRST SUNAMERICA LIFE INSURANCE COMPANY, of New York, New York (surviving
corporation), effective October 31, 1997, approved by this Department November
5, 1997, pursuant to Section 7105 of the New York Insurance Law has been
compared with the original on file in this Department and that it is a correct
transcript therefrom and of the whole of said original.
(SEAL) In Witness Whereof, I have hereunto set my hand and
affixed the official seal of this Department at the City of
Albany, this 5th day of November 1997.
/s/ Peter J. Molinaro
-----------------------------
Special Deputy Superintendent
<PAGE> 2
AGREEMENT AND PLAN OF MERGER
of
JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK
and FIRST SUNAMERICA LIFE INSURANCE COMPANY
Into FIRST SUNAMERICA LIFE INSURANCE COMPANY
--------------------------------------------
The following plan of merger has been approved by the Board of Directors
of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK by unanimous written consent of
its Board of Directors dated June 1, 1997. The plan of merger has been approved
by the Board of Directors of FIRST SUNAMERICA LIFE INSURANCE COMPANY, by
unanimous written consent of its Board of Directors dated June 1, 1997.
1. (a) The name of each constituent corporation to the merger is JOHN ALDEN
LIFE INSURANCE COMPANY OF NEW YORK, formerly known as American Accident
and Health Insurance Company, and FIRST SUNAMERICA LIFE INSURANCE
COMPANY, formerly known as The Capitol Life Insurance Company of New
York.
(b) The name of the surviving corporation is FIRST SUNAMERICA LIFE
INSURANCE COMPANY.
2. (a) JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK has outstanding 360,000
shares of common stock, par value $20 per share.
(b) FIRST SUNAMERICA LIFE INSURANCE COMPANY has outstanding 300 shares
ofcommon stock, par value $10,000 per share.
(c) The number of shares mentioned above is not subject to change prior to
the effective date of the merger.
3. The terms and conditions of the merger are as follows:
The charter of FIRST SUNAMERICA LIFE INSURANCE COMPANY, a constituent
corporation, shall be amended and restated in the form attached hereto and shall
be the charter of the surviving corporation and the by-laws of FIRST SUNAMERICA
LIFE INSURANCE COMPANY as in effect immediately prior to the time the merger
becomes effective shall be the by-laws of the surviving corporation.
The first annual meeting of the shareholders of the surviving corporation
held after the effective date of this merger shall be the next annual meeting
provided by the by-laws of FIRST SUNAMERICA LIFE
<PAGE> 3
INSURANCE COMPANY, one of the constituent corporations.
All persons who, on the date the merger becomes effective, are the
executive or administrative officers of FIRST SUNAMERICA LIFE INSURANCE COMPANY,
one of the constituent corporations, shall be and remain like officers of the
surviving corporation, until the board of directors of the surviving corporation
elects their respective successors, and the firm approved by the shareholders of
FIRST SUNAMERICA LIFE INSURANCE COMPANY as its auditors for 1997 shall be the
auditors of the surviving corporation for 1997.
The surviving corporation, FIRST SUNAMERICA LIFE INSURANCE COMPANY, shall
pay all expenses of carrying this plan of merger into effect and of
accomplishing the merger. When the merger shall become effective, the separate
existence of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall cease and said
corporation shall be merged into the surviving corporation, which shall possess
all the rights, privileges, powers and franchises of a public as well as of a
private nature and be subject to all the restrictions, disabilities, and duties
of each of the corporations that are parties to this agreement. The surviving
corporation shall be vested with the rights, privileges, powers, and franchise
of each of the constituent corporations; all property, real, personal, and
mixed; all debts due to each of the corporations on whatever account; as well as
for share subscriptions and all other things in action or belonging to each of
the corporations.
The title to any real estate, whether by deed or otherwise, vested in any
of the corporation shall not revert or be in any way impaired by reason of this
merger, provided that all rights of creditors and all liens upon the property of
any of the corporations shall be preserved unimpaired, and all debts,
liabilities, and duties of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall
attach to the surviving corporation, and may be enforced against it to the same
extent as if those debts, liabilities, and duties had been incurred or
contracted by it.
If at any time the surviving corporation shall consider or be advised that
any further assignments or assurances in law or any things are necessary or
desirable to vest in the surviving corporation the title to any property or
rights of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK, the proper officers and
directors of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW YORK shall execute and
make all proper assignments and assurances and do all things necessary to vest
title in such property or rights in the surviving corporation, and otherwise to
carry out the purposes of this plan of merger.
<PAGE> 4
4. The manner and basis of conversion of the shares of the constituent
corporation are as follows:
(a) immediately upon effectiveness of the Merger, the outstanding $20
par value shares of common stock of JOHN ALDEN LIFE INSURANCE COMPANY OF NEW
YORK are to be canceled and retired and will cease to exist and the value
thereof, as well as the paid in and contributed surplus, are to be contributed
to the paid in and contributed surplus of the surviving corporation; and
(b) the outstanding $10,000 par value shares of common stock of FIRST
SUNAMERICA LIFE INSURANCE COMPANY will constitute all of the outstanding shares
of the surviving corporation.
5. Notwithstanding authorization by shareholders of both corporations, at any
time prior to the filing of this Agreement and Plan of Merger with each of the
office of the clerk of New York County and the office of the clerk of Rockland
County, this Agreement and Plan of merger may be abandoned either (1) by mutual
consent of the constituent corporation, or (2) by the board of directors of
either corporation, if such board shall, in its exclusive discretion, determine
that to proceed with the merger would be inadvisable for any reason.
6. The effective date of this Agreement and Plan of Merger shall be 11:59
p.m. Eastern Standard Time on October 31, 1997, provided that FIRST SUNAMERICA
LIFE INSURANCE COMPANY has caused the merger to be consummated by filing in the
office of the clerk of New York County and the office of the clerk of Rockland
County a copy of this Agreement and Plan of Merger with the approval of the New
York Superintendent of Insurance endorsed thereon no later than November 30,
1997.
<PAGE> 5
Date: October 27, 1997
JOHN ALDEN LIFE INSURANCE
COMPANY OF NEW YORK
/s/ Eli Broad
--------------------------
Name: Eli Broad
Title: President
ATTEST:
/s/ Susan L. Harris
- ------------------------
Name: Susan L. Harris
Title: Secretary (SEAL)
FIRST SUNAMERICA LIFE
INSURANCE COMPANY
/s/ Eli Broad
--------------------------
Name: Eli Broad
Title: President
ATTEST:
/s/ Susan L. Harris
- ------------------------
Name: Susan L. Harris (SEAL)
Title: Secretary
<PAGE> 6
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FIRST SUNAMERICA LIFE INSURANCE COMPANY
FIRST:
The name of this corporation is FIRST SUNAMERICA LIFE INSURANCE COMPANY
(the "Corporation"). The Corporation was formed under the name The Capitol Life
Insurance Company of New York.
SECOND:
The original certificate of incorporation of the Corporation was filed
with the office of the Superintendent of Insurance of the State of New York on
December 5, 1978.
THIRD:
The certificate of incorporation of the Corporation is hereby amended and
restated in full as follows:
Section 1. The name of the Corporation shall be FIRST SUNAMERICA LIFE
INSURANCE COMPANY.
Section 2. The principal office of the Corporation shall be located in the
county and state of New York.
Section 3. The kinds of insurance to be transacted by the Corporation
shall be:
(a) "Life insurance," meaning every insurance upon the lives of human
beings, and every insurance appertaining thereto, including the granting of
endowment benefits, additional benefits in the event of death by accident,
additional benefits to safeguard the contract from lapse, accelerated payments
of part or all of the death benefit, or a special surrender value upon diagnosis
(A) of terminal illness defined as a life expectancy of twelve months or less or
(B) of a medical condition requiring extraordinary medical care or treatment
regardless of life expectancy, or provide a special surrender value upon total
and permanent disability of the insured, and optional modes of settlement of
proceeds. "Life insurance" also includes additional benefits to safeguard the
contract against lapse in the event of unemployment of the insured. Amounts paid
to the Corporation for life insurance and proceeds applied under optional mode
of settlement or under dividend options may be allocated by the Corporation to
one or more separate accounts pursuant to Section 4240 of the Insurance Law.
<PAGE> 7
(b) "Annuities," meaning all agreements to make periodical payments for
a period certain or where the making or continuance of all or of some of a
series of such payments, or the amount of any such payment depends upon the
continuance of human life, except payments made under the authority of the
preceding sub-paragraph. Amounts paid to the Corporation to provide annuities
and proceeds applied under optional modes of settlement or under dividend
options may be allocated by the Corporation to one or more separate accounts
pursuant to Section 4240 of the New York Insurance Law.
(c) "Accident and health insurance," meaning (a) insurance against death
or personal injury by accident or by any specified kind or kinds of accident and
insurance against sickness, ailment or bodily injury, including insurance
providing disability benefits pursuant to article nine of the worker's
compensation law, except as specified in subparagraph (b) following; and (b)
non-cancellable disability insurance, meaning insurance against disability
resulting from sickness, ailment or bodily injury (but excluding insurance
solely against accidental injury), under any contract which does not give the
insurer the option to cancel or otherwise terminate the contract at or after one
year from its effective date or renewal date.
and such other insurance or other business as a stock like insurance company now
is or hereafter may be permitted to transact under the Insurance Law of the
State of New York or any other law applicable and for which the Corporation
shall have the required capital and surplus.
Section 4. The mode and manner in which the corporate powers of the
Corporation shall be exercised are through a Board of Directors and through such
officers and agents as such Board shall empower.
Section 5. The number of directors of the Corporation shall be not more
than nineteen (19) and in no case shall the number of directors be less than
thirteen (13), the number thereof to be determined as provided in the by-laws.
Each director shall be at least eighteen years of age and at all times a
majority of the directors of the Corporation shall be citizens and residents of
the United States, and at least three shall be resident of the State of New
York.
<PAGE> 8
Section 6. The annual meeting of the stockholders of the Corporation shall
be held on the fourth Tuesday or June of each year for the purpose of electing
directors and for the transaction of such other business as may properly be
brought before the meeting. At such annual meeting the directors shall be
elected for the ensuing year, the directors to take office immediately upon
election and to hold office until the next annual meeting, and until their
successors are elected and qualify. Whenever any vacancy shall occur in the
Board of Directors, by death, resignation or otherwise, the remaining members of
the Board, at a meeting called for that purpose or at any regular meeting, shall
elect a director or directors to fill the vacancy or vacancies then existing and
each director so elected shall hold office for the unexpired term of the
director whose place he has taken.
The officers of the Corporation shall be elected annually by the Board of
Directors of the Corporation at the meeting of the Board held immediately
following the annual meeting of the Stockholders and shall hold office at the
pleasure of the Board of Directors. A vacancy in any office resulting from
death, resignation or from any other cause shall be filled by the Board of
Directors at any meeting of the Board.
Section 7. The Board of Directors shall have power to make by-laws of the
corporation and to amend the same in whole or in part.
Section 8. The duration of the corporate existence of the Corporation
shall be perpetual.
Section 9. The amount of the capital of the Corporation shall be
$3,000,000 to consist of 300 shares of a par value of $10,000 per share.
Section 10. No director shall be personally liable to the Corporation or
any of its shareholders for damages for any breach of duty as a director;
provided, however, that the foregoing provisions shall not eliminate or limit
(i) the liability of a director if a judgment or other final adjudication
adverse to him or her establishes that his or her acts or omissions were in bad
faith or involved intentional misconduct or any violation of the Insurance Law
of the State of New York or a knowing violation of any other law or that he or
she personally gained in fact a financial profit or other advantage to which he
or she was not legally entitled or that his or her acts violated Section 719 of
the Business Corporation Law of the State of new York; or (ii) the liability of
a director for any act or omission prior to the adoption of this Section 10 by
the
<PAGE> 9
shareholders of the Corporation.
FOURTH:
The foregoing amendment and restatement of the Certificate of
Incorporation of the Corporation was authorized by resolution of the Board of
Directors of the Corporation, followed by the written consent of the holder of
all of the outstanding shares of the Corporation entitled to vote on said
amendment and restatement.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.
Dated: October 27, 1997
FIRST SUNAMERICA LIFE INSURANCE
COMPANY
By: /s/ Eli Broad
---------------------------
Name: Eli Broad
Title: President
By: /s/ Susan L. Harris
--------------------------
Name: Susan L. Harris
Title: Secretary
<PAGE> 1
EXHIBIT 3B
BY-LAWS
OF
FIRST SUNAMERICA LIFE INSURANCE COMPANY
(formerly The Capitol Life Insurance Company of New York)
As Amended January 1, 1996
------
ARTICLE I
STOCKHOLDERS' MEETING
SECTION 1. Annual Meeting. The annual meeting of the stockholders for
the election of the directors and for the transaction of such other business as
may come before such meeting shall be held on the fourth Tuesday in June of each
year.
SECTION 2. Special Meetings. Special meetings of the stockholders may
be called by the Secretary upon written request of the Chairman of the Board,
the President, or of three directors. At a special meeting, no business will be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting except with the unanimous consent, either in person or by
proxy, of all the stockholders entitled to vote with respect to such business.
SECTION 3. Place of Meetings. All meetings of the stockholders shall be
held at the office of the Company in New York City, or at such other place or
places within or without the State of New York as shall from time to time be
designated by the board of directors.
SECTION 4. Notice of Meetings. Notice of all meetings, annual or
special, shall be given by mailing to each stockholder entitled to vote thereat,
at least ten days and not more than 50 days before such meeting, a written or
printed notice of the time, place and purpose or purposes thereof. Any notice of
meeting which has as one of its purposes the election of directors shall be
filed in the office of the Superintendent of Insurance of the State of New York
at least 10 days prior to the date of any such meeting.
SECTION 5. Quorum. The holders of a majority of the outstanding stock
entitled to vote at any meeting represented in person or by proxy, shall
constitute a quorum for all purposes. In the absence of a quorum, the
stockholders entitled to vote thereat, represented in person or by proxy, may
adjourn the meeting to a day certain.
SECTION 6. Voting. At all meetings of stockholders each share of stock
held by a stockholder entitled to vote on any matter, represented in person or
by proxy, shall be entitled to one vote, provided, however, that no stockholder
shall vote his stock within one year after the date of acquisition thereof or
until 10 days after written notice of acquisition thereof has been filed with
the Superintendent of Insurance of the State of New York, whichever shall first
occur. Proxies shall be in writing and shall be signed by the stockholder. Two
inspectors of election shall be appointed by the Chairman at any stockholders'
meeting at which inspectors are required.
SECTION 7. Written Consent. Any action required or permitted to be
taken at any meeting of stockholders may be taken without a meeting by the
written consent thereto of the stockholders, setting forth such action and
signed by the holders of all the outstanding shares entitled to vote thereon.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number, Authority and Qualifications. The business and
property of the Company shall be conducted and managed by a board of directors
consisting of not less than thirteen nor more than nineteen directors. The
number of directors shall be determined by vote of the stockholders at the
annual meeting and until the first such meeting, the number of directors shall
be fourteen. The number of directors determined by the stockholders at any
annual meeting may be increased or decreased, within the limits prescribed in
this section, by vote of the stockholders or the whole board of directors.
<PAGE> 2
At all times a majority of the directors shall be citizens and
residents of the United States, not less than one-third of the directors shall
be persons who are not officers or employees of the Company or of any entity
controlling, controlled by, or under common control with the Company and who are
not beneficial owners of a controlling interest in the voting stock of the
Company or any such entity ("Non-Affiliates"), and not fewer than three
directors shall be residents of the State of New York. Directors shall be at
least eighteen years of age but need not be stockholders.
SECTION 2. Election and Removal. The board of directors shall be
elected at the annual meeting of stockholders to serve until the next annual
meeting and until their successors shall be elected and qualify. Any or all of
the directors may be removed, with or without cause, by vote of the
stockholders.
SECTION 3. Vacancies. Whenever any vacancy shall occur in the office of
a director, such vacancy may be filled for the unexpired term by vote of the
stockholders or by majority vote of the remaining directors. Where the number of
directors is increased, additional directors may be elected by the stockholders
or by the board of directors. No director elected pursuant to this section shall
take office or exercise the duties thereof until 10 days after written notice of
his election shall have been filed in the office of the Superintendent of
Insurance of the State of New York.
SECTION 4. Regular Meetings. Regular meetings of the board of directors
shall be held immediately following the annual meeting of the stockholders and
at such intervals and on such dates as the board may designate.
SECTION 5. Special Meetings. Special meetings of the board of directors
may be called by order of the Chairman of the Board, the President or upon the
written request of any two members of the board.
SECTION 6. Place of Meeting. Meetings of the board of directors shall
be held at the office of the Company in New York City or at such other place
within or without the State of New York as may be designated in the notice
thereof.
SECTION 7. Notice of Meetings. Notice of all regular or special
meetings, other than the regular meeting held immediately following the annual
meeting of stockholders, shall be given by mailing to each director at least
three days before such meeting, a written or printed notice of the time and
place thereof. Such notice may also be given by telegram or personal delivery at
least one day before such meeting.
SECTION 8. Business Transacted at Meetings. No business and no
corporate action shall be considered at any special meeting of the board of
directors (other than that stated in any notice of such meeting) except by the
unanimous vote of all the directors present at such meeting.
SECTION 9. Quorum. A quorum shall consist of not less than a majority
of the directors then in office, provided, that a quorum must include at least
one Non-Affiliate.
SECTION 10. Action by the Board. Subject to the provisions of Article
X, Sections 4 and 5 hereof, any reference to corporate action to be taken by the
board of directors shall mean such action at a meeting of the board. The vote of
a majority of the directors present at the time of the vote, if a quorum is
present at such time, shall be the act of the board.
SECTION 11. Compensation. The compensation of directors shall be
regulated and determined by the stockholders. Nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity, provided that no director who is also an officer of the Company shall
receive any fee for serving as a director of the Company.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. Membership. The board of directors by a majority vote of the
whole board may elect from its own number an Executive Committee, to serve at
the pleasure of the board, consisting of at least five members, one-third of
which are Non-Affiliates. The Executive Committee shall elect from among its
members a Chairman and a Secretary.
<PAGE> 3
SECTION 2. Powers of the Executive Committee. The Executive Committee
during the intervals between meetings of the board of directors shall have and
may exercise, except as otherwise provided by statute, all the powers of the
board with respect to the conduct and management of the business and property of
the Company and shall have power to authorize the seal of the Company to be
affixed to all papers which may require it.
SECTION 3. Meetings. Meetings of the Executive Committee may be called
by order of the Chairman of the Committee or of any two members of the
Committee. The Committee shall prepare regular minutes of the transactions at
its meetings and shall cause them to be recorded in books kept for that purpose.
All actions of the Committee shall be reported to the board of directors at its
next meeting succeeding the date of such action.
SECTION 4. Place of Meetings. Meetings of the Executive Committee shall
be held at the office of the Company in New York City or at such other place,
within or without the State of New York, as may be designated in the notice
thereof.
SECTION 5. Notice of Meetings. Notice of all meetings shall be given by
mailing to each member at least three days before such meeting, a written or
printed notice of the time and place thereof. Such notice may also be given by
telegram or personal delivery at least one day before such meeting.
SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office and shall include at least one
member who is a Non-Affiliate .
ARTICLE IV
FINANCE COMMITTEE
SECTION 1. Membership. The board of directors by a majority vote of the
whole board may elect from its own number a Finance Committee to serve at the
pleasure of the board, consisting of at least five members, one-third of which
are Non-Affilliates the number to be determined by the board of directors. The
Finance Committee shall elect from among its members a Chairman and a Secretary.
SECTION 2. Powers of the Finance Committee. The Finance Committee shall
possess and may exercise all the powers of the board of directors with respect
to the investments of the funds of the Company.
SECTION 3. Meetings. Meetings of the Finance Committee may be called by
order of the Chairman of the Committee or by any two members of the Committee.
The Committee shall prepare regular minutes of the transactions at its meetings
and shall cause them to be recorded in books kept for that purpose. All actions
of the Committee shall be reported to the board of directors at its next meeting
succeeding the date of such action.
SECTION 4. Place of Meeting. Meetings of the Finance Committee shall be
held at the office of the Company in New York City or at such other place within
or without the State of New York as may be designated in the notice thereof.
SECTION 5. Notice of Meetings. Notice of all meetings shall be given by
mailing to each member at least three days before such meeting, a written or
printed notice of the time and place thereof. Such notice may also be given by
telegram or personal delivery at least one day before such meeting.
SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office and shall include at least one
member who is a Non-Affiliate.
ARTICLE V
AUDIT COMMITTEE
SECTION 1. Membership. The board of directors by a majority vote of the
whole board shall elect from its own number an Audit Committee to serve at the
pleasure of the board, consisting of at least five members, all of which are
Non-Affiliates. The Audit Committee shall elect from among its members a
Chairman and a Secretary.
<PAGE> 4
SECTION 2. Powers of the Audit Committee. The Audit Committee shall
possess and have responsibility for recommending the selection of independent
certified public accountants, reviewing the Company's, financial condition, the
scope and results of the independent audit and any internal audit, nominating
candidates for director for election by shareholders or policyholders, and
evaluating the performance of officers deemed by the Audit committee to be
principal officers of the Company and recommending to the whole board the
selection and compensation of such principal officers.
SECTION 3. Meetings. Meetings of the Audit Committee may be called by
order of the Chairman of the Committee or by any two members of the Committee .
The Committee shall prepare regular minutes of the transactions at its meetings
and shall cause them to be recorded in books kept for that purpose. All actions
of the Committee shall be reported to the board of directors at its next meeting
succeeding the date of such action.
SECTION 4. Place of Meeting. Meetings of the Audit Committee shall be
held at the office of this Corporation in New York City or at such other place
within or without the State of New York as may be designated in the notice
thereof.
SECTION 5. Notice Of Meeting. Notice of all meetings shall be given by
mailing to each member at least three days before such meeting, a written or
printed notice of the time and place thereof. Such notice may also be given by
telegram or personal delivery at least one day before such meeting.
SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office.
ARTICLE VI
OFFICERS
SECTION 1. Duties in General. All officers of the Company, in addition
to the duties prescribed by the by-laws, shall perform such duties in the
conduct and management of the business and property of the Company as may be
determined by the board of directors. In the case of more than one person
holding an office of the same title, any of them may perform the duties of the
office except insofar as the board of directors, the Chairman of the Board, or
the President may otherwise direct.
SECTION 2. Number of Designation. The officers of the Company shall be
a Chairman of the Board, a President, one or more Vice Presidents, a Secretary,
a Treasurer, one or more Assistant Secretaries, one or more Assistant Treasurer,
and one or more Assistant Vice Presidents, and such other officers as the board
of directors may from time to time deem advisable.
SECTION 3. Election and Term of Office. All officers shall be elected
annually by the board of directors at the meeting of the board held immediately
following the annual meeting of stockholders and shall hold office at the
pleasure of the board until their successors shall have been duly elected and
qualify. The board of directors shall also have the power at any time and from
time to time to elect or appoint or delegate its power to appoint, any
additional officers not then elected, and any such officer so elected or
appointed shall serve at the pleasure of the board until the next annual meeting
of stockholders and until their respective successors shall be elected,
appointed or qualified. A vacancy in any office resulting from death,
resignation, removal, disqualification or from any other cause, shall be filled
for the balance of the unexpired term by the board of directors at a meeting
called for that purpose, or at any regular meeting, or, if such office had been
filled prior to such vacancy by appointment other than by the board, by the
committee or person making such appointment.
SECTION 4. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the stockholders and of the board of directors and he
shall perform such other duties as from time to time may be assigned to him by
the board of directors.
SECTION 5. President. The President, in the absence of the Chairman of
the Board, shall preside at all meetings of the stockholders and of the board of
directors. He shall be the chief executive officer and chief operating officer
of the Company in charge of the day-to-day operations of the Company.
SECTION 6. Vice Presidents. The Vice Presidents shall have such powers
and perform such duties as may be assigned to them from time to time by the
board of directors, the Chairman of the Board or the President. The board of
directors, the Chairman of the Board or the President may from time to time
determine the order of priority as between two or more Vice Presidents.
<PAGE> 5
SECTION 7. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders, of the board of directors, of the Executive
Committee and of the Finance Committee; shall issue notices of meetings; shall
have custody of the Company's seal and corporate books and records; shall have
charge of the issuance, transfer and cancellation of stock certificates; shall
have authority to attest and affix the corporate seal to any instruments
executed on behalf of the Company; and shall perform such other duties as are
incident to his office and as are required by the board of directors, the
Chairman of the Board or the President.
SECTION 8. Treasurer. The Treasurer shall perform the duties incident
to his office and such other duties as are required of him by the board of
directors, the Chairman of the Board or the President.
SECTION 9. Other Officers. Other officers who may from time to time be
elected by the board of directors shall have such powers and perform such duties
as may be assigned to them by the board of directors, the Chairman of the Board
or the President.
SECTION 10. Compensation. The compensation of the officers shall be
fixed by the board of directors.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Certificates. Every stockholder shall be entitled to a
certificate signed by the Chairman of the Board, the President or the Vice
President and by the Secretary or Assistant Secretary or the Treasurer or
Assistant Treasurer and under the seal of the Company, certifying the number of
shares and class of stock to which he is entitled. When any such certificate is
signed by a transfer agent or by a transfer clerk and by a registrar, the
signature of the Company's officers and the Company's seal upon the certificate
may be facsimiles, engraved or printed.
SECTION 2. Transfer. Transfers of stock may be made on the books of the
Company only by the holder thereof in person or by his attorney duly authorized
thereto in writing and upon surrender and cancellation of the certificate
therefor duly endorsed or accompanied by a duly executed stock power.
SECTION 3. Lost or Destroyed Certificates. The board of directors may
order a new certificate to be issued in place of a certificate lost or destroyed
upon proof of such loss or destruction and upon tender to the Company by the
stockholder of a bond in such amount and in such form and with or without surety
as may be ordered, indemnifying the Company against any liability, claim, loss,
cost or damage by reason of such loss or destruction and the issuance of a new
certificate.
ARTICLE VIII
DIVIDENDS
Dividends may be declared from the legally available surplus of the
Company at such times and in such amounts as the board of directors may
determine.
ARTICLE IX
CORPORATE FUNDS AND SECURITIES
SECTION 1. Deposits of Funds. Bills, notes, checks, negotiable
instruments or any other evidence of indebtedness payable to and received by the
Company may be endorsed for deposit to the credit of the Company by such
officers or agents of the Company as the board of directors or Executive
Committee may determine and, when authorized by the board of directors or
Executive Committee may be endorsed for deposit to the credit of agents of the
Company in such manner as the board of directors or Executive Committee may
direct.
SECTION 2. Withdrawals of Funds. All disbursements of the funds of the
Company shall be made by check, draft or other order signed by such officers or
agents of the Company as the board of directors or the Executive Committee may
from time to time authorize to sign the same.
SECTION 3. Sale and Transfer of Securities. All sales and transfers of
securities shall be made by any member of the Executive Committee or Finance
Committee or by any officer of the Company under authority granted by a
resolution of the board of directors, the Executive Committee or the Finance
Committee.
<PAGE> 6
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 1. Voting Stock of Other Corporations. The Chairman of the
Board, the President, any Vice President or any other officer designated by the
board of directors of the Company may execute in the name of the Company and
affix the corporate seal to any proxy or power of attorney authorizing the proxy
or proxies or attorney or attorneys named therein to vote the stock of any
corporation held by this Company on any matter on which such stock may be voted.
If any stock owned by this Company is held in any name other than the name of
this Company, instructions as to the manner in which such stock is to be voted
on behalf of this Company may be given to the holder of record by the Chairman
of the Board, the President, any Vice President, or any other officer designated
by the board of directors.
SECTION 2. Notices. Any notice under these by-laws may be given by mail
by depositing the same in a post office or postal letter box or postal mail
chute in a sealed post-paid wrapper addressed to the person entitled thereto at
his address as the same appears upon the books or records of the Company or at
such other address as may be designated by such person in a written instrument
filed with the Secretary of the Company prior to the sending of such notice,
except that notices which may be given by telegram or personal delivery may be
telegraphed or delivered, as the case may be, to such person at such address;
and such notice shall be deemed to be given at the time such notice is mailed,
telegraphed, or delivered personally.
SECTION 3. Waiver of Notice. Any stockholder, director or member of the
Executive Committee of the board of directors may at any time waive any notice
required to be given in writing or by telegram either before, at or after the
meeting to which it relates. Presence at a meeting shall also constitute a
waiver of such notice thereof unless the person entitled to such notice objects
to the failure to give such notice.
SECTION 4. Action Without a Meeting. Unless otherwise restricted by the
Charter or these Bylaws, any action required or permitted to be taken at any
meeting of the board of directors or any committee thereof, may be taken without
a meeting, if all members of the board or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of the
proceedings of the board or committee.
SECTION 5. Participation in Meeting by Telephone. Any one or more
members of the board of directors or any committee thereof may participate in a
meeting of the board or of such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such meeting.
ARTICLE XI
AMENDMENTS
The Bylaws may be amended in whole or in part by the vote of a majority
of all of the stockholders or the vote of all the members of the board of
directors.
The undersigned certifies that the foregoing is a true and complete
copy of the Bylaws of First SunAmerica Life Insurance Company with all
amendments to the date of this certificate.
Dated: January 1, 1996
/s/ Lorin M. Fife
---------------------------------------
Lorin M. Fife
Assistant Secretary
First SunAmerica Life Insurance Companys
<PAGE> 1
EXHIBIT 4A
First SunAmerica Life Insurance Company
CONTRACT NUMBER P9999999999
OWNER JOHN DOE
EXECUTIVE OFFICE ANNUITY SERVICE CENTER
1 SUNAMERICA CENTER 733 THIRD AVENUE, 4TH FLOOR
LOS ANGELES, CA 90067 NEW YORK, NY 10017
FIRST SUNAMERICA LIFE INSURANCE COMPANY (the "Company" or " First SunAmerica")
agrees to provide benefits to the Owner of this Contract, subject to the
provisions set forth in this Contract and in consideration of the Owner's
Application and Purchase Payments We receive.
This Contract is evidence of coverage under the Contract if an Application is
attached. The coverage will begin as of the Contract Date, shown on the Contract
Data Page.
The value of amounts allocated to the Separate Account during the accumulation
and annuity periods is not guaranteed, and will increase or decrease based upon
the investment experience of the Fund underlying the Separate Accounts. The
value of the cash surrender benefit increases or decreases based on the
application of the Market Value Adjustment. The unadjusted cash surrender
benefit is available for 30 days after the end of the Guarantee Period.
TEN DAY RIGHT TO EXAMINE CONTRACT - You may return this Contract to Our Annuity
Service Center within 10 days after you receive it. The Company will refund the
greater of purchase payments or Contract Value effective the day that the
contract is mailed or delivered to the Home Office. Upon such refund, the
Contract shall be void.
THIS IS A LEGAL CONTRACT. READ IT CAREFULLY.
/s/ SUSAN L. HARRIS /s/ ROBERT P. SALTZMAN
- ----------------------- ------------------------------
Susan L. Harris Robert P. Saltzman
Secretary President
FLEXIBLE PREMIUM INDIVIDUAL MODIFIED GUARANTEED
AND VARIABLE ANNUITY
Nonparticipating
<PAGE> 2
TABLE OF CONTENTS
Contract Data Page Page 3
Definitions Page 5
General Provisions Page 7
Conformity With State Laws; Changes in Law; Assignment; Misstatement of
Age or Sex; Written Notice; Proof of Age, Sex or Survival;
Non-Participating; Periodic Reports; Premium Taxes; Change of
Annuitant; Deferment of Payments; Suspension of Payments; Purchase
Payments; Substitution of Fund; Separate Account
Accumulation Provisions Page 9
Separate Account Accumulation Value; Number of Accumulation Units;
Accumulation Unit Value (AUV); Fixed Account Accumulation Value;
Fixed Account Guarantee Period Options; Market Value Adjustment
Charges and Deductions Page 11
Contract Administration Charge; Contingent Deferred Sales Charge;
Expense Risk Charge; Distribution Expense Charge; Mortality Risk
Charge; Guaranteed Death Benefit Risk Charge; Market Value
Adjustment
Transfer Provision Page 12
Transfers of Accumulation Units Between Variable Accounts; Transfers
of Accumulation Units To and From the Fixed Account
Withdrawal Provision Page 13
Contingent Deferred Sales Charge
Death Benefit Provision Page 15
Proof of Death; Amount of Death Benefit; Beneficiary; Death of Owner
Annuity Provisions Page 17
Payments to Owner; Fixed Annuity Payments; Amount of Fixed Annuity
Payments; Amount of Variable Annuity Payments
Annuity Options Page 19
<PAGE> 3
Contract Data Page
Contract Number: Annuity Service Center:
P9999999999: NON-QUAL 733 THIRD AVENUE, 4TH FLOOR
NEW YORK, NY 10017
Contract Owner:
JOHN DOE
Annuitant:
JOHN DOE
Beneficiary:
& BENE
Annuity Date: Date of Issue:
OCTOBER 15, 2025 OCTOBER 15, 1992
Age at Issue: First Purchase Payment:
35 $10,000.00
Funds: Fixed Account --
SUNAMERICA SERIES TRUST Subsequent Guarantee Rate:
ANCHOR SERIES TRUST (3.0%)
Annual Contract Administration Charge:
$30.00
MARKET VALUE ADJUSTMENT
All payments and values based on the Fixed Account are subject to a Market Value
Adjustment formula, the operation of which may result in upward and downward
adjustments in amounts payable. The Market Value Adjustment formula will not be
applied for:
(1) for the payment of the Death Benefit,
(2) for the amounts withdrawn to pay fees or charges, nor
(3) for amounts withdrawn within 30 days after the end of the Guarantee
Period.
<PAGE> 4
PURCHASE PAYMENT ALLOCATION
Variable Account Options
------------------------
SunAmerica Anchor
Series Trust Series Trust
100.00% Cash Management 0.00% Government & Quality Bond
0.00% Fixed Income 0.00% Growth
0.00% Global Bond 0.00% Natural Resources
0.00% High-Yield Bond 0.00% Capital Appreciation
0.00% Worldwide High Income
0.00% Balanced/Phoenix
Investment Counsel
0.00% Asset Allocation
0.00% Growth/Phoenix
Investment Counsel
0.00% Provident Growth
0.00% Venture Value
0.00% Global Equities
0.00% International Diversified
Equities
Fixed Account Options
---------------------
Guarantee
Period
0.00% 1 Year Fixed
0.00% 3 Year Fixed
0.00% 5 Year Fixed
0.00% 7 Year Fixed
0.00% 10 Year Fixed
<PAGE> 5
DEFINITIONS
ACCUMULATION UNIT
A unit of measurement used to compute the Contract Value in a Variable Account
prior to the Annuity Date.
ANNUITY SERVICE CENTER
As specified on the Contract Data Page.
ANNUITANT
The natural person on whose life the annuity benefit for the Contract is based.
ANNUITY DATE
The date on which annuity payments to the Payee are to start. The latest
possible Annuity Date will be set by Us.
ANNUITY UNIT
A unit of measurement used to compute annuity payments in a Separate Account.
CONTRACT DATE
The date Your Contract is issued, shown on the Contract Data Page.
CONTRACT VALUE
The sum of Your share of the Variable Accounts' Accumulation Values and Fixed
Account Accumulation Values.
CONTRACT YEAR
A year starting from the Contract Date in one calendar year and ending on the
Contract Date in the succeeding calendar year.
CURRENT INTEREST RATE
The sum of the Subsequent Guarantee Rate and the Excess Interest Rate declared
by Us for any Guarantee Period.
DEFERRED ANNUITY
An annuity Contract under which the start of annuity payments is deferred to a
future date.
EXCESS INTEREST RATE
A rate of interest declared by Us in excess of the Guarantee Rate for any
Guarantee Period.
FIXED ACCOUNT
The Fixed Account is a part of the Company's general asset account made up from
amounts allocated to Guarantee Periods under the Contract. All amounts allocated
to a Guarantee Period become part of the Fixed Account. Amounts allocated to the
Fixed Account for any Guaranteed Period will be credited with interest at the
Subsequent Guarantee Rate, and in addition, an Excess Interest Rate which we may
declare at Our discretion.
FIXED ANNUITY
A series of periodic payments for the benefit of the Owner of predetermined
amounts that do not vary with investment experience. Such payments are made out
of the general account of the Company.
FUND
A collective term used to represent an investment entity which may be selected
by the Owner to be an underlying investment of the Owner's Contract.
GUARANTEE PERIOD
The period for which the Current Interest Rate is credited.
IRC
The Internal Revenue Code of 1986, as amended, as the same may be amended or
superceded.
OWNER
The person named in the Contract who is entitled to exercise all rights and
privileges of ownership under the Contract.
PAYEE
Any person receiving payment of annuity benefits under this Contract during the
Annuity Period.
PURCHASE PAYMENTS
Payments made by or on behalf of the Owner to the Company for the Contract.
<PAGE> 6
SERIES
A separate investment portfolio of a Fund which has distinct investment
objectives. Each Series serves an an underlying investment medium for Purchase
Payments and allocations made to one of the Variable Accounts.
SUBSEQUENT GUARANTEE RATE
The rate of interest established by the Company for the applicable subsequent
Guarantee Period, but in no event less than the rate specified on the Contract
Data Page.
VALUATION PERIOD
The period beginning at the close of business the New York Stock Exchange on
each day that the New York Stock Exchange is open for business and ending at the
close of the next succeeding business day of the New York Stock Exchange.
VARIABLE ACCOUNT
A division of the Separate Account, the assets of which consist of shares of a
specified Series of a Fund. The available Variable Accounts are shown on the
Contract Data Page.
VARIABLE ANNUITY
A series of periodic payments which vary in amount according to the investment
experience of a Variable Accounts.
WE, OUR, US, THE COMPANY First SunAmerica Life Insurance Company.
YOU, YOUR
The Owner.
<PAGE> 7
GENERAL PROVISIONS
CONFORMITY WITH STATE LAWS
This Contract will be interpreted under the law of the state in which it is
delivered. Any provision which, on the Contract Date, is in conflict with the
law of such state is amended to conform to the minimum requirements of such law.
A detailed statement of how We calculate the values in this Contract has been
filed with the insurance department where the Contract was delivered. These
values are at least as great as those required by law.
CHANGES IN LAW
If laws governing this Contract or the taxation of benefits under the Contract
change. We will amend the Contract to comply with these changes.
ASSIGNMENT
The Owner may assign this Contract before the Annuity Date, but We will not be
bound by an assignment unless it is in writing and We have received it. Owner's
rights and those of any other person referred to in this Contract will be
subject to the assignment. We assume no responsibility for the validity or tax
consequences of any assignment.
MISSTATEMENT OF AGE OR SEX
If the age or sex of any Annuitant has been misstated, future payments will be
adjusted using the correct age and sex, according to Our rates in effect on the
date that annuity payments were determined. Any overpayment from the Fixed
Account, plus interest at the rate of 4% per year, will be deducted from the
next payment(s) due. Any underpayment from the Fixed Account, plus interest at
the rate of 4% per year, will be paid in full with the next payment due. Any
overpayment from the Variable Accounts will be deducted from the next payment(s)
due. Any underpayment from the Variable Accounts will be paid in full with the
next payment due.
WRITTEN NOTICE
Any notice We send to the Owner will be sent to the Owner's address shown in the
Application unless the Owner requests otherwise. Any written request or notice
to Us must be sent to Our Annuity Service Center, as specified on the Contract
Data Page.
PROOF OF AGE, SEX OR SURVIVAL
The Company may require satisfactory proof of correct age or sex at any time. If
any payment under this Contract depends on the Annuitant being alive, the
Company may require satisfactory proof of survival.
NON-PARTICIPATING
This Contract does not share in Our surplus.
PERIODIC REPORTS
The Company will furnish the Owner with a statement of the Variable and Fixed
Account balances at least annually.
PREMIUM TAXES
The Company may deduct from the Contract Value any premium or other taxes
payable to a state or other government entity. Should We advance any amount so
due, We are not waiving any right to collect such amounts at a later date. The
Company will deduct any withholding taxes required by applicable law.
CHANGE OF ANNUITANT
Prior to the Annuity Date, the Owner may change the Annuitant. To be effective,
such a change must be received by Us in a written form acceptable to Us.
DEFERMENT OF PAYMENTS
We may defer making payments from the Fixed Account for up to 6 months.
Interest, subject to state requirements, will be credited during the deferral
period.
SUSPENSION OF PAYMENTS
We may suspend or postpone any payments from the Variable Accounts if any of the
following occur:
(a) The New York Stock Exchange is closed.
(b) Trading on the New York Stock Exchange is restricted.
(c) an emergency exists such that it is not reasonably practical to
dispose of securities in the Separate Account or to determine the
value of its assets, or
(d) The Securities and Exchange Commission, by order, so permits for the
protection of security holders.
Conditions in (b) and (c) will be decided by or in accordance with rules of the
Securities and Exchange Commission.
<PAGE> 8
PURCHASE PAYMENTS
Purchase Payments are flexible. This means that You, subject to Company declared
minimums and maximums, may change the amounts, frequency or timing of Purchase
Payments. Purchase Payments may be allocated among one or more Fixed Account
Options and one or more Variable Accounts of the Separate Account in accordance
with instructions from You. We reserve the right to specify the minimum that may
be allocated to a Variable Account under the Contract.
SUBSTITUTION OF FUND
If the shares of any of the Funds or any Series of the Fund should no longer be
available for investment by the Variable Accounts or if, in the judgment of the
Company's Board of Directors, further investment in the shares of a Fund is no
longer appropriate in view of the purpose of the Contract, the Company may
substitute shares of another mutual fund for Fund shares already purchased or to
be purchased in the future by Purchase Payments under the Contract. No
substitution of securities may take place without prior approval of the
Securities and Exchange Commission and under such requirements as it may impose.
SEPARATE ACCOUNT
The Separate Account is a separate investment account of the Company. It is
shown on the Contract Data Page. The assets of the Separate Account are the
property of the Company. However, they are not chargeable with the liabilities
arising out of any other business the Company may conduct. Each Variable Account
is not chargeable with liabilities arising out of any other Variable Account.
<PAGE> 9
ACCUMULATION PROVISIONS
SEPARATE ACCOUNT ACCUMULATION VALUE
The Separate Account Accumulation Value under the Contract shall be the sum of
the values of the Accumulation Units held in the Variable Accounts for the
Owner.
NUMBER OF ACCUMULATION UNITS
For each Variable Account, the number of Accumulation Units is the sum of:
Each Purchase Payment and transfer allocated to the Variable Account, reduced by
applicable premium taxes, if any:
Divided by
The Accumulation Unit Value for that Variable Account as of the Valuation Period
in which the Purchase Payment or transfer amount is received.
The number of Accumulation Units will be adjusted for withdrawals,
annuitizations, transfers, and charges. Adjustments will be made as of the end
of the Valuation Period in which We receive all requirements for the
transaction, as appropriate.
ACCUMULATION UNIT VALUE (AUV)
The AUV of a Variable Account for any Valuation Period is calculated by
subtracting (2) from (1) and dividing the result by (3) where:
(1) is the total value at the end of the given Valuation Period of the assets
attributable to the Accumulation Units of the Variable Account minus the total
liabilities;
(2) is the cumulative unpaid charge for assumption of mortality, expense,
distribution expense and guaranteed death benefit expense risks (See CHARGES AND
DEDUCTIONS);
(3) is the number of Accumulation Units outstanding at the end of the given
Valuation Period.
FIXED ACCOUNT ACCUMULATION VALUE
The Fixed Account Accumulation Value shall be the sum of all monies allocated or
transferred to the Fixed Account, reduced by any applicable premium taxes, plus
all interest credited on the Fixed Account during the period that the Contract
has been in effect. This amount shall be adjusted for withdrawals,
annuitizations, transfers, and charges.
FIXED ACCOUNT GUARANTEE PERIOD OPTIONS
For any amounts allocated to the Fixed Account, the Owner will select the
duration of the Guarantee Period(s) from those listed on the Contract Data Page.
Such amounts will earn interest at the Current Interest Rate for the chosen
duration, compounded annually during the entire Guarantee Period. In no event
will the Current Interest Rate be less than the Subsequent Guarantee Rate
specified on the Contract Data Page.
You may allocate Purchase Payments, or make transfers from the Variable Account
Options, to the Fixed Account at any time prior to the latest Annuity Date.
However, no Guarantee Period other than one year may be chosen which extends
beyond the latest Annuity Date. For thirty (30) days following the date of
expiration of the current Guarantee Period, You may renew for the same or any
other Guarantee Period at the then Current Interest Rate or may transfer all or
a portion of the amount to the Variable Accounts. Transfers from the Fixed
Account may take place thirty (30) days following the end of a Guarantee Period
without being subject to a Market Value Adjustment (MVA).
A notice will be mailed at least fifteen (15), but not more that forty-five (45)
days prior to the beginning of the thirty (30) day Guarantee Period expiration
date, notifying You that You may renew the same Guarantee Period or select a new
one.
If the Owner does not specify a Guarantee Period at the time of renewal, We will
select the same Guarantee Period as has just expired, so long as such Guarantee
Period does not extend beyond the latest Annuity Date. If such Guarantee Period
does extend beyond the latest Annuity Date, We will choose the longest period
that will not extend beyond such date. If a renewal occurs within one year of
the latest Annuity Date We will credit interest up to the latest Annuity Date at
the then Current Interest Rate for the one year Guarantee Period.
<PAGE> 10
MARKET VALUE ADJUSTMENT
Except on the latest Annuity Date of the chosen Guarantee Period, any amount
withdrawn, transferred or annuitized prior to the end of that Guarantee Period
may be subject to a MVA. The MVA will be calculated by multiplying the amount
withdrawn, transferred or annuitized by the formula described below:
N/12
{(1 + I)/(1+J+0.0025)} -1
I = The interest rate currently in effect for that Guarantee Period.
J = The Current Interest Rate available for the Guarantee Period equal to the
number of years (rounded up to an integer) remaining in the current Guarantee
Period at the time of withdrawal, transfer or annuitization. In the
determination of J, if the Company currently does not offer the applicable
Guarantee Period, then the rate will be determined by linear interpolation of
the current rates for the nearest two Guarantee Periods that are available.
N = The number of full months remaining in the current Guarantee Period at the
time the withdrawal or annuitization request is processed.
There will be no Market Value Adjustment on withdrawals from the Fixed Account
in the following situations: (1) Death Benefit paid upon death of the Owner; (2)
amounts withdrawn to pay fees or charges; and (3) amounts withdrawn from the
Fixed Account within thirty (30) days after the end of the Guarantee Period. A
detailed description has been filed with the Superintendent of the Insurance
Department.
<PAGE> 11
CHARGES AND DEDUCTIONS
We will deduct the following charges from the Contract:
CONTRACT ADMINISTRATION CHARGE
The charge specified on the Contract Data Page will be deducted on each Contract
anniversary that occurs on or prior to the Annuity Date. It will also be
deducted when the Contract Value is withdrawn in full if withdrawal is not on a
Contract anniversary. We reserve the right to assess a charge on a class basis
which is less than the charge specified on the Contract Data Page.
CONTINGENT DEFERRED SALES CHARGE
This charge may be deducted upon withdrawal of the Contract Value, in whole
or in part. See WITHDRAWAL PROVISIONS.
EXPENSE RISK CHARGE
On an annual basis this charge equals 0.35% of the average daily total net asset
value of the Variable Accounts. This charge is to compensate Us for assuming the
expense risks under the Contract.
DISTRIBUTION EXPENSE CHARGE
On an annual basis this charge equals 0.15% of the average daily total net asset
value of the Variable Account. This charge is to compensate Us for all
distribution expenses associated with the Contract.
MORTALITY RISK CHARGE
On an annual basis this charge equals 0.9% of the average daily total net asset
value of the Variable Account. This charge is to compensate Us for assuming the
mortality risks under the Contract.
GUARANTEED DEATH BENEFIT RISK CHARGE
On an annual basis this charge equals 0.12% of the average daily total net asset
value of the Variable Account. This charge is to compensate Us for the risk
assumed as a result of contractual obligations to provide an enhanced minimum
guaranteed Death Benefit prior to the Annuity Date.
MARKET VALUE ADJUSTMENT
See MARKET VALUE ADJUSTMENT section.
<PAGE> 12
TRANSFER PROVISION
Prior to the Annuity Date, You may transfer all or part of Your Contract Value
to any of the Variable Accounts or the Fixed Account. Subject to certain
restrictions.
We reserve the right to charge a fee for transfers if the number of transfers
exceeds the limit specified by Us.
Transfers will be effected at the end of the Valuation Period in which We
receive Your request for the transfer.
TRANSFERS OF ACCUMULATION UNITS BETWEEN VARIABLE ACCOUNTS Both prior to and
after the Annuity Date, You may transfer all or a portion of Your investment in
one Variable Account to another Variable Account. A transfer will result in the
purchase of Accumulation Units in a Variable Account and the redemption of
Accumulation Units in the other Variable Account.
The minimum amount which can be transferred between Variable Accounts and the
amount that can remain in the Variable Account is subject to Company limits.
TRANSFERS OF ACCUMULATION UNITS TO AND FROM THE FIXED ACCOUNT Both prior to and
after the Annuity Date, You may transfer all or any part of the Contract Value
from the Variable Account(s) to the Fixed Account of the Contract. After the
Annuity Date no transfers from the Fixed Account to the Variable Account are
allowed. For transfers from the Fixed Account prior to the Annuity Date see
ACCUMULATION PROVISIONS - FIXED ACCOUNT ACCUMULATION VALUE.
The amount transferred to the Fixed Account from a Variable Account after the
Annuity Date will be equal to the annuity reserve for the Payee's interest in
that Variable Account. The annuity reserve is the product of (a) multiplied by
(b) multiplied by (c), where
(a) is the number of Annuity Units representing the Owner's interest in
the Variable Account;
(b) is the Annuity Unit Value for the Variable Account; and
(c) is the present value of $1.00 per payment period as of the age of
the Annuitant at the time of transfer for the Annuity Option,
determined using the 1983a Annuity Mortality Tables with interest at
3.5% per year.
Amounts transferred to the Fixed Account will be applied under the Annuity
Option at the age of the Annuitant at the time of the transfer. All amounts and
Annuity Unit Values will be determined as of the end of the Valuation Period
preceding the effective date of the transfer.
<PAGE> 13
WITHDRAWAL PROVISION
Prior to the Annuity Date while the Annuitant is living, You may withdraw all or
part of the Contract Value amounts under this Contract by informing Us at Our
Annuity Service Center. For full withdrawal, this Contract must be returned to
Our Annuity Service Center.
Absent written notification to the contrary, withdrawals and any applicable
charge will be deducted from the Contract Value in proportion to its allocation
among the Fixed Account and the Variable Accounts. Withdrawals will be based on
values at the end of the Valuation Period in which the request for withdrawal
and the Contract (in the case of a full withdrawal), are received at the Annuity
Service Center. Unless the SUSPENSION OF PAYMENTS or DEFERMENT OF PAYMENTS
sections are in effect, payment of withdrawals will be made within seven days.
Market Value Adjustment may be applied to withdrawals.
CONTINGENT DEFERRED SALES CHARGE
Withdrawal of all or part of the Contract Value may be subject to a Continent
Deferred Sales Charge (CDSC). However, no CDSC is made on an amount withdrawn
which is considered to be a withdrawal of earnings.
In addition, for the first withdrawal of a Contract Year, no Contingent Deferred
Sales Charge is applied to such part of the withdrawal which does not exceed the
larger of (a) earnings in the Contract or (b) the Free Corridor. The Free
Corridor is equal to 10% of the sum of Purchase Payments made more than one year
prior to the date of withdrawal are still subject to CDSC, and are not yet
withdrawn. The portion of a free withdrawal, which exceeds the sum of earnings
attributable to the Owner and premiums which are both no longer subject to CDSC
and not yet withdrawn, is assumed to be a withdrawal against future earnings. We
reserve the right to allow the Free Corridor to include all Purchase Payments
still subject to CDSC which are not yet withdrawn. If this is done, it will
apply to all Owners, and Owners will be notified of such change.
For the purpose of determining the CDSC, a withdrawal will be attributed to
amounts in the following order: (1) earnings in the Contract, (2) Purchase
Payments which are both no longer subject to CDSC and are not yet withdrawn, and
(3) Purchase Payments subject to CDSC. Purchase Payments, when withdrawn, are
assumed to be withdrawn on a first-in first-out (FIFO) basis. The charge applied
to any withdrawal subject to CDSC will depend on the age of the Purchase Payment
to which the withdrawal is attributed.
Number of Full Contribution Years Elapsed Contingent
Between Contribution Year of Withdrawal Deferred
and Contribution Year of Purchase Payment Sales Charge
========================================== ==============
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7+ 0%
The CDSC will be assessed against the Variable Accounts and the Fixed Account in
the same proportion as the remaining Contract Value is allocated unless the
allocation is specified by the Owner. If the remaining Contract Value is
insufficient to cover the Contingent Deferred Sales Charge, any remaining
balance will be deducted from the dollar amount requested.
In addition to a CDSC, a withdrawal from the Fixed Account may also incur a
Market Value Adjustment. See ACCUMULATION PROVISIONS - MARKET VALUE ADJUSTMENT
for further details.
<PAGE> 14
DEATH BENEFIT PROVISION
We will pay a Death Benefit to the Beneficiary upon Our receiving due proof that
the Owner died prior to the Annuity Date. The Beneficiary may elect to receive a
single sum distribution or to receive annuity payments. If a single sum payment
is requested, payment will be in accordance with any applicable laws and
regulations governing payments on death. If an Annuity Option is desired, an
Option must be elected within 60 days of Our receipt of due proof of the Owner's
death at Our Annuity Service Center; otherwise a single sum payment will be made
at the end of such 60 day period. Funds will remain allocated pursuant to the
last allocation and instructions in effect at the Owner's death until Our
Annuity Service Center receives new written instructions.
PROOF OF DEATH Due Proof of Death means:
1. a copy of a certified death certificate; OR
2. a copy of a certified decree of a court of competent jurisdiction as
to the finding of death; OR
3. a written statement by a medical doctor who attended the deceased Owner
at the time of death; OR
4. any other proof satisfactory to Us.
AMOUNT OF DEATH BENEFIT
In the case of the Death Benefit is equal to the greater of:
1. the Contract Value at the end of the Valuation Period during which We
receive at Our Annuity Service Center due proof of the Owner's death
and an election of the type of payment to be made; OR
2. the total amount of Purchase Payments minus the sum of
(a) the total amount of partial withdrawals and partial
annuitizations, and
(b) premium taxes incurred; OR
3. After the seventh Contract Year, the Contract Value at the seventh
Contract Anniversary, plus:
(a) any Purchase Payments since the seventh anniversary,
(b) the total amount of partial withdrawals and partial
annuitizations since the seventh anniversary,
(c) premium taxes incurred since the seventh anniversary.
BENEFICIARY
The Beneficiary is as stated in the Application unless later changed by the
Owner. If two or more persons are named, those surviving the Owner will share
equally unless otherwise stated. If the Annuitant survives the Owner, and there
are no surviving Beneficiaries, the Annuitant will be deemed the Beneficiary. If
the Owner is also the Annuitant and there are no surviving Beneficiaries at the
death of the Owner, the Death Benefit will be paid to the estate of the Owner.
While the Owner is living and before the Annuity Date, the Owner may change the
Beneficiary by written notice in a form satisfactory to Us. The change will take
effect on the date We receive the notice.
DEATH OF OWNER
If the Owner dies before the Annuity Date, the Beneficiary will have the
following options:
1. Collect the Death Benefit in a lump sum payment, OR
2. Collect the Death Benefit in the form of one of the Annuity Options.
The payments must be over the life of the Beneficiary or over a period
of not extending beyond the life expectancy of the Beneficiary. This
option must be selected and payments must commence within one year
after Owner's death, OR
3. Receive the entire Death Benefit within 5 years of the date of death of
the Owner, OR
4. If the Beneficiary is the Owner's spouse, the Beneficiary may continue
the Contract in force.
If there is no surviving Beneficiary, the Death Benefit will be paid in a lump
sum to Owner's estate. If there is more than one surviving Beneficiary, the
Beneficiaries must choose to receive their respective portions of the Death
Benefit according to either (1), (2) or (3) above.
<PAGE> 15
ANNUITY PROVISIONS
PAYMENTS TO OWNER
Unless otherwise requested by the Owner, the Company will make annuity payments
to the Owner. If the Owner wants the annuity payments to be made to some other
Payee, We will make such payments subject to the following:
(a) A written request must be filed at the Annuity Service Center.
(b) Such request must be filed not later than thirty (30) days before the
due date of the first annuity payment.
Any such request is subject to the rights of any assignee. No payments available
to or being paid to the Payee while the Annuitant is alive can be transferred,
commuted, anticipated or encumbered.
FIXED ANNUITY PAYMENTS
To the extent a fixed Annuity Option has been elected, the proceeds payable
under this Contract less any applicable premium taxes, shall be applied to the
payment of the Annuity Option elected at whichever of the following is more
favorable to the Payee: (a) the annuity rates based upon the applicable tables
in the Contract; or (b) the then current rates provided by the Company on
Contracts of this type on the Annuity Date. In no event will the fixed annuity
payments be changed once they begin.
AMOUNT OF FIXED ANNUITY PAYMENTS
The amount of each Fixed Annuity payment will be determined by applying the
portion of the Contract Value allocated to Fixed Annuity payments less any
applicable premium taxes, charges and the MVA to the annuity table applicable to
the Annuity Option chosen.
AMOUNT OF VARIABLE ANNUITY PAYMENTS
(a) FIRST VARIABLE PAYMENT: The dollar amount of the first monthly
annuity payment will be determined by applying the portion of the
Contract Value allocated to Variable Annuity Payments, less any
applicable premium taxes, to the annuity table applicable to the
Annuity Option chosen. If more than one Variable Account has been
selected, the value of the Owner's interest in each Variable Account
is applied separately to the annuity table to determine the amount
of the first annuity payment attributable to the Variable Account.
(b) NUMBER OF VARIABLE ANNUITY UNITS: The number of Annuity Units for each
applicable Variable Account is the amount of the first annuity payment
attributable to that Variable Account divided by the value of the
applicable Annuity Unit for that Variable Account as of the Annuity
Date. The number will not change as a result of investment experience.
(c) VALUE OF EACH VARIABLE ANNUITY UNIT: The initial value of an
Annuity Unit of each Variable Account was arbitrarily set at $10
when the Variable Accounts were established. The value may increase
or decrease from one Valuation Period to the next. For any
Valuation Period, the value of an Annuity Unit of a particular
Variable Account is the value of that Annuity Unit during the last
Valuation Period, multiplied by the Net Investment Factor for that
Variable Account for the current Valuation Period.
The Net Investment Factor for any Variable Account for any Valuation
Period is determined by dividing (a) by (b) and then subtracting (c)
from the result where:
(a) is the net result of:
(1) the net asset value of a Series of the Fund share
held in the Variable Account determined as of the end
of the Valuation Period, plus
(2) the per share amount of any dividend or other
distribution declared by the Series of the Fund on
the shares held in the Variable Account if the
"ex-dividend" date occurs during the Valuation
Period, plus or minus
(3) a per share credit or charge with respect to any
taxes paid or reserved for by the Company during the
Valuation Period which are determined by the Company
to be attributable to the operation of the Variable
Account (no federal income taxes are applicable under
present law)
<PAGE> 16
(b) is the net asset value of a Series of the Fund share held in
the Variable Account determined as of the end of the preceding
Valuation Period; and
(c) is the asset charge factor determined by the Company for the
Valuation Period to reflect the Expense Risk Charge,
Distribution Expense Charge, Mortality Risk Charge, and
Guaranteed Death Benefit Risk Charge.
The result is then multiplied by a factor that neutralizes the Assumed
Investment Rate.
(d) SUBSEQUENT VARIABLE ANNUITY PAYMENTS: After the first Variable Annuity
payment, payments will vary in amount according to the investment
performance of the applicable Variable Accounts. The amount may change
from month to month. The amount of each subsequent payment is the sum
of:
The number of Annuity Units for each Variable Account as determined
for the first annuity payment
Multiplied by
The value of an Annuity Unit for that Variable Account at the end of
the Valuation Period immediately preceding in which payment is due.
The Company guarantees that the amount of each Variable Annuity payment
will not be affected by variations in expenses or mortality experience.
<PAGE> 17
ANNUITY OPTIONS
Upon written election filed with the Company at its Annuity Service Center, all
or part of the Contract Value may be applied to provide one of the following
options or any Annuity Option that is mutually agreeable. The portion of the
Contract Value which is in the Fixed Account immediately prior to the Annuity
Date applied to an annuity may be subject to a Market Value Adjustment. See
ACCUMULATION PROVISIONS - MARKET VALUE ADJUSTMENT for further details.
OPTION 1 - LIFE ANNUITY, LIFETIME MONTHLY PAYMENTS GUARANTEED Monthly payments
payable to the Payee during the lifetime of the Annuitant. No further payments
are payable after the death of the Annuitant and there is no provision for a
Death Benefit payable to the Beneficiary.
OPTION 2 - JOINT AND SURVIVOR LIFE ANNUITY
Monthly payments payable to the Payee during the joint lifetime of the Annuitant
and a designated second person and during the lifetime of the survivor.
If a reduced payment to the survivor is desired, Variable Annuity payments will
be determined using either one-half or two-thirds of the number of each type of
Annuity Unit credited to the Contract. Fixed monthly payments will be equal to
either one-half or two-thirds of the fixed monthly payment payable during the
joint lifetime of the Annuitant and the designated second person.
OPTION 3 - JOINT AND SURVIVOR LIFE ANNUITY - 120 MONTHLY PAYMENTS GUARANTEED
Monthly payments payable to the Payee during the joint lifetime of the Annuitant
and designated second person and continuing during the remaining lifetime of the
survivor, with the guarantee that if, at the death of the survivor, payments
have been made for less than 120 monthly periods, any remaining guaranteed
annuity payments will be continued to the Beneficiary named on the Annuity
Option Selection Form. In the event of death of the Annuitant and the designated
second person under this option, the Contract provides that in certain
circumstances, the discounted value of the remaining guaranteed annuity
payments, if any will be calculated and paid in one sum.
OPTION 4 - LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED
An annuity payable monthly to the Payee during the lifetime of the Annuitant
with the guarantee that if, at the death of the Annuitant, payments have been
made for less than the 120 or 240 monthly periods, as selected, payments will be
made in the same manner as provided under OPTION 3 above. In the event of death
of the Annuitant under this option, the Contract provides that in certain
circumstances, the discounted value of the remaining payments, if any, will be
calculated and paid in one sum.
OPTION 5 - FIXED PAYMENTS FOR A SPECIFIED PERIOD CERTAIN Fixed monthly payments
payable to the Payee for any specified period of time (five (5) years or more,
but not exceeding thirty (30) years), as elected. The election must be made for
full twelve month periods. In the event of death of the Payee under this option,
the Contract provides that in certain circumstances, the discounted value of the
remaining payments, if any, will be calculated and paid in one sum.
BASIS OF COMPUTATION
The actuarial basis for the Table of Guaranteed Annuity Rates is the 1983a
Annuity Mortality Table, without projection with interest at 3.5%. The Table of
Guaranteed Annuity Rates does not include any applicable premium tax.
<PAGE> 18
OPTIONS 1 & 4 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Option 1 Option 4 Option 4
Age of Life Annuity Life Annuity
Payee Life Annuity (w/120 payments (w/240 payments
guaranteed guaranteed)
Male Female Male Female Male Female
55 4.99 4.54 4.91 4.51 4.66 4.38
56 5.09 4.62 5.00 4.58 4.72 4.44
57 5.20 4.71 5.10 4.66 4.78 4.51
58 5.32 4.80 5.20 4.75 4.85 4.57
59 5.44 4.90 5.31 4.84 4.91 5.64
60 5.57 5.00 5.42 4.93 4.97 4.70
61 5.71 5.11 5.54 5.03 5.04 4.77
62 5.86 5.23 5.67 5.14 5.10 4.84
63 6.02 5.36 5.80 5.25 5.16 4.91
64 6.20 5.49 5.94 5.37 5.22 4.98
65 6.38 5.64 6.08 5.50 5.28 5.05
66 6.58 5.79 6.23 5.63 5.33 5.12
67 6.79 5.95 6.38 5.77 5.38 5.19
68 7.02 6.13 6.54 5.91 5.43 5.25
69 7.26 6.32 6.71 6.07 5.48 5.32
70 7.52 6.53 6.87 6.23 5.52 5.37
71 7.80 6.75 7.04 6.40 5.55 5.43
72 8.09 6.99 7.22 6.58 5.59 5.48
73 8.41 7.26 7.39 6.76 5.62 5.52
74 8.75 7.54 7.57 6.95 5.64 5.56
75 9.12 7.85 7.75 7.14 5.66 5.60
76 9.51 8.18 7.92 7.34 5.68 5.63
77 9.92 8.54 8.09 7.54 5.70 5.66
78 10.37 8.94 8.26 7.74 5.71 5.68
79 10.85 9.36 8.42 7.94 5.72 5.70
80 11.37 9.82 8.57 8.13 5.73 5.71
81 11.92 10.32 8.71 8.32 5.74 5.72
82 12.50 10.87 8.85 8.50 5.74 5.73
83 13.12 11.46 8.97 8.67 5.75 5.74
84 13.78 12.09 9.09 8.83 5.75 5.74
85 14.47 12.78 9.20 8.97 5.75 5.75
OPTION 2 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Joint and Survivor Life Annuity
Age of
Male
Payee Age of Female Payee
55 60 65 70 75 80 85
55 4.16 4.34 4.51 4.66 4.78 4.86 4.92
60 4.27 4.51 4.76 4.99 5.19 5.33 5.44
65 4.35 4.66 4.99 5.34 5.66 5.92 6.11
70 4.42 4.78 5.20 5.67 6.16 6.60 6.96
75 4.47 4.86 5.35 5.95 6.63 7.33 7.95
80 4.50 4.92 5.46 6.17 7.04 8.04 9.02
85 4.52 4.95 5.53 6.31 7.34 8.63 10.05
OPTION 5 - TABLE OF MONTHLY INSTALLMENT
Fixed Payment For Specified Period
No. Mo. No. Mo. No. Mo. No. Mo.
of Yrs. Payment of Yrs. Payment of Yrs. Payment of Yrs. Payment
- ------- ------- ------- ------- ------- ------- ------- -------
3 29.19 10 9.83 17 6.47 24 5.09
4 22.27 11 9.09 18 6.20 25 4.96
5 18.12 12 8.46 19 5.97 26 4.84
6 15.35 13 7.94 20 5.75 27 4.73
7 13.38 14 7.49 21 5.56 28 4.63
8 11.90 15 7.10 22 5.39 29 4.53
9 10.75 16 6.76 23 5.24 30 4.45
<PAGE> 19
INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
This Endorsement forms a part of the Contract to which it is attached. The
effective date of this Endorsement is the same as the Date of Issue shown on the
Contract Data Page.
THE FOLLOWING PROVISIONS APPLY TO A CONTRACT WHICH IS ISSUED ON A QUALIFIED
BASIS IF THE APPLICATION INDICATES IT IS TO BE ISSUED UNDER INTERNAL REVENUE
CODE ("IRC") SECTION 408. THE PROVISIONS OF THE APPLICABLE QUALIFIED RETIREMENT
PLAN TAKE PRECEDENCE OVER THE PROVISIONS OF THIS CONTRACT, IN THE CASE OF A
CONFLICT WITH ANY PROVISION IN THE CONTRACT, THE PROVISION OF THIS ENDORSEMENT
WILL CONTROL. THE CONTRACT IS AMENDED AS FOLLOWS:
1. The Owner is the Annuitant and Payee.
2. The Contract is not transferable.
3. This Contract, and the benefits under it, cannot be sold, assigned or
pledged as collateral for a loan or as security for the performance of
an obligation or for any other purpose to any person.
4. The Owner's entire interest in this Contract is nonforfeitable.
5. Any payments under Annuity Option 2 will be made to the Annuitant and
to the Annuitant's spouse, if the Annuitant is married.
6. Any payments under Annuity Option 3 will be made to the Annuitant and
to the Annuitant's spouse, if the Annuitant is married, and the
guaranteed period of payment will not exceed the joint and last
survivor expectancy of the Annuitant and designated second person.
7. Any guarantee period of payment under Annuity Option 4 or Option 5
shall not exceed the life expectancy of the Annuitant at the time the
first payment is due.
8. Except in the case of a rollover contribution (as permitted by section
402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), or 408(d)(3) or
a contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in section 408(k), no contributions
will be accepted unless they are in cash, and the total of such
contribution shall not exceed $2,000 for any taxable year.
9. The Annuity Date will be no later than April 1 following the calendar
year during which the Annuitant attains age 70 1/2.
10. This Contract is established for the exclusive benefit of the Annuitant
and the Annuitant's Beneficiary.
11. If the Annuitant's entire interest is to be distributed in other than a
lump-sum, payment must be made in periodic payments at intervals of no
longer than one year. In addition, payments must be either
non-increasing or they may increase only as provided in Q & A F-3 of
Section 1.40(a)(9)-1 of the Proposed Income Tax Regulations.
All distributions made hereunder shall be made in accordance with the
requirements of Section 401(a)(9) of the IRC, including the incidental
death benefit requirements of section 401(a)(9)(G) of the IRC, and the
regulations thereunder, including the minimum distribution incidental
benefit requirement of section 1.401(a)(9)-2 of the Proposed Income Tax
Regulations.
Life expectancy is computed by the use of the expected return multiples
in Tables V and VI of section 1.72-9 of the Income Tax Regulations. If
required periodic distributions are not made pursuant to one of the
payment options in the Contract, life expectancies shall be
recalculated annually unless otherwise elected by the individual by the
time distributions are required to begin. Such election shall be
irrevocable by the individual and shall apply to all subsequent years.
The life expectancy of a non-spouse Beneficiary may not be
recalculated. Instead, life expectancy will be calculated using the
attained age of such Beneficiary during the calendar year in which the
individual attains age 70 1/2, and payment for subsequent years shall
be calculated based on such life expectancy reduced by one for each
calendar year which has elapsed since the calendar year life expectancy
was first calculated.
12. Upon the death of the Annuitant: (a) if the Annuitant dies after
distribution of benefits has commenced, the remaining portion of such
interest will continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Annuitant's death;
(b) if the Annuitant dies before distribution of benefits
<PAGE> 20
commences, the entire amount payable to the Beneficiary will be
distributed no later than December 31 of the calendar year which
contains the fifth anniversary of the date of the Annuitant's death
except to the extent that an election is made to receive distributions
in accordance with (i) or (ii) below:
(i) if any portion of the policy proceeds is payable to a
designated Beneficiary, distributions may be made in
installments over the life or over a period not extending
beyond the life expectancy of the designated Beneficiary
commencing no later than December 31 of the calendar year
immediately following the calendar year in which the Annuitant
died;
(ii) if the designated Beneficiary is the Annuitant's surviving
spouse, and benefits are to be distributed in accordance
with (i) above, distributions must begin on or before the
later of (a) December 31 of the calendar year immediately
following the calendar year in which the Annuitant died or
(b) December 31 of the calendar year in which the Annuitant
would have attained ago 70 1/2. If the spouse dies before
payments begin, subsequent distributions shall be made as if
the spouse had been the Annuitant;
(iii) life expectancy is computed by the use of the expected
return multiples in Tables V and VI of section 1.72-9 of the
Income Tax Regulations. For purposes of distributions
beginning after the individual's death, if payment is not
made pursuant to one of the payment options in the Contract,
life expectancies shall be recalculated annually unless
otherwise elected by the surviving spouse by the time
distributions are required to begin. Such election shall be
irrevocable by the surviving spouse and shall apply to all
subsequent years. In the case of any other designated
Beneficiary, if payments are not made pursuant to a payment
option in the Contract, life expectancy shall be calculated
using the attained age of such Beneficiary during the
calendar year in which distributions are required to begin
pursuant to this section, and payments for any subsequent
calendar year shall be calculated based on such life
expectancy reduced by one for each calendar year which has
elapsed since the calendar year life expectancy was first
calculated;
(iv) Distributions under this section are considered to have begun
if the distributions are made on account of the individual
reaching his or her required beginning date. If the individual
receives distributions prior to the required beginning date
and the individual dies, distributions will not be considered
to have begun.
13. Separate records will be maintained for the interest of each
individual. The Company will furnish an annual calendar year report
concerning the status of the annuity.
14. The MISSTATEMENT OF AGE OR SEX section of the Contract is deleted and
replaced by the following section entitled "MISSTATEMENT OF AGE".
"MISSTATEMENT OF AGE. If the age of any Payee has been misstated,
future payments will be adjusted using the correct age, according to
our rates in effect on the date the annuity payments were determined.
Any overpayment from the Fixed Account, plus interest at the rate of 4%
per year, will be deducted from the next payment(s) due. Any
underpayment from the Fixed Account, plus interest at the rate of 4%
per year, will be paid in full with the next payment due. Any
overpayment from the Variable Account will be deducted from the next
payment(s) due. Any underpayment from the Variable Account will be paid
in full with the next payment."
15. The PROOF OF AGE, SEX OR SURVIVAL section of the Contract is deleted
and replaced by the following section entitled "PROOF OF AGE AND
SURVIVAL".
"PROOF OF AGE AND SURVIVAL. We may require satisfactory proof of
correct age at anytime. If any payment under this Contract depends
on the Payee being alive, we may require satisfactory proof of
survival."
16. Within ten (10) days of the date you received your Contract, you may
revoke it and receive a refund of purchase payment less any
withdrawals.
<PAGE> 21
17. The tables in the ANNUITY OPTIONS section are deleted and replaced by
the following:
OPTIONS 1 & 4 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Option 1 Option 4 Option 4
Life Annuity Life Annuity
Age of (w/120 payments (w/240 payments
Payee Life Annuity guaranteed) guaranteed)
55 5.01 4.91 4.66
56 5.11 5.00 4.72
57 5.22 5.10 4.78
58 5.34 5.20 4.85
59 5.42 5.31 4.91
60 5.54 5.42 4.97
61 5.68 5.54 5.04
62 5.82 5.67 5.10
63 5.97 5.80 5.16
64 6.14 5.94 5.22
65 6.31 6.08 5.28
66 6.49 6.23 5.33
67 6.68 6.38 5.38
68 6.89 6.54 5.43
69 7.11 6.71 5.48
70 7.33 6.87 5.52
71 7.58 7.04 5.55
72 7.83 7.22 5.59
73 8.10 7.39 5.62
74 8.38 7.57 5.64
75 8.68 7.75 5.66
76 8.99 7.92 5.68
77 9.32 8.09 5.70
78 9.66 8.26 5.71
79 10.01 8.42 5.72
80 10.38 8.57 5.73
81 10.77 8.71 5.74
82 11.16 8.85 5.74
83 11.57 8.97 5.75
84 11.98 9.09 5.75
85 12.40 9.20 5.75
OPTION 2 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Joint and Survivor Life Annuity
Age of Age of Age of Age of
Payee Payee Payee Payee
55 4.31 63 5.01 71 6.20 79 8.22
56 4.38 64 5.13 72 6.39 80 8.57
57 4.45 65 5.25 73 6.60 81 8.93
58 4.53 66 5.38 74 6.83 82 9.32
59 4.62 67 5.53 75 7.07 83 9.73
60 4.71 68 5.68 76 7.33 84 10.16
61 4.80 69 5.84 77 7.61 85 10.62
62 4.90 70 6.01 78 7.91
OPTION 5 - TABLE OF MONTHLY INSTALLMENT
Fixed Payment For Specified Period
No. Mo. No. Mo. No. Mo. No. Mo.
of Yrs. Payment of Yrs. Payment of Yrs. Payment of Yrs. Payment
- ------- ------- ------- ------- ------- ------- ------- -------
3 29.19 10 9.83 17 6.47 24 5.09
4 22.27 11 9.09 18 6.20 25 4.96
5 18.12 12 8.46 19 5.97 26 4.84
6 15.35 13 7.94 20 5.75 27 4.73
7 13.38 14 7.49 21 5.56 28 4.63
8 11.90 15 7.10 22 5.39 29 4.53
9 10.75 16 6.76 23 5.24 30 4.45
All other terms and conditions of the Contract remain unchanged.
First SunAmerica Life Insurance Company
/s/ SUSAN L. HARRIS /s/ ROBERT P. SALTZMAN
======================== =========================
Susan L. Harris Robert P. Salztman
Secretary President
<PAGE> 22
TAX SHELTERED ANNUITY ENDORSEMENT
This Endorsement forms a part of the Contract to which it is attached. The
effective date of this Endorsement is the same as the Date of Issue shown on the
Contract Data Page.
THE FOLLOWING PROVISIONS APPLY TO A CONTRACT WHICH IS ISSUED ON A QUALIFIED
BASIS UNDER INTERNAL REVENUE CODE ("IRC") SECTION 403(b). IN THE CASE OF A
CONFLICT WITH ANY PROVISION IN THE CONTRACT, THE PROVISIONS OF THIS ENDORSEMENT
WILL CONTROL. THE CONTRACT IS AMENDED AS FOLLOWS:
1. The Owner is the Annuitant and Payee.
2. This Contract, and the benefits under it, cannot be sold, assigned,
discounted, pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose to any person
other than the Company.
3. The Annuitant's entire interest in this Contract is nonforfeitable.
4. Any payments under Annuity Option 2 will be made to the Annuitant and
to the Annuitant's spouse, if the Annuitant is married.
5. Any payments under Annuity Option 3 will be made to the Annuitant and
the Annuitant's spouse, if the Annuitant is married, and the guaranteed
period of payment will not exceed the joint and last last survivor
expectancy for the Annuitant and designated second person.
6. Any guaranteed period of payment under Annuity Option 4 or Option 5
shall not exceed the life expectancy of the Annuitant at the time the
first payment is due.
7. If the Annuitant's spouse is not the designated Beneficiary, then the
annuity payments to the survivor may not exceed the applicable
percentage of the annuity payments payable to the Annuitant as set
forth in the applicable IRC regulations.
8. The Annuity Date will be no later than April 1 following the calendar
year during which the Annuitant attains age 70 1/2. However, in the
case of a governmental plan or church plan (as defined in Section
89(i)(4) of the IRC) the Annuity Date will be no later than April 1 of
the calendar year following the later of:
A) the calendar year in which the Annuitant attains age 70 1/2;
or
B) the calendar year in which the Annuitant retires.
9. All distributions under this Contract are subject to the distribution
requirements of IRC Section 403(b)(10).
10. Upon the death of the Annuitant: (a) if the Annuitant dies after the
distribution of benefits has commenced, the remaining portion of such
interest will continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Annuitant's death;
(b) if the Annuitant dies before distribution of benefits commences,
the entire amount payable to the Beneficiary will be distributed no
later than December 31 of the calendar year which contains the fifth
anniversary of the date of the Annuitant's death except to the extent
that an election is made to receive distributions in accordance with
(i) or (ii) below:
(i) if any portion of the policy proceeds is payable to a
designated Beneficiary, distributions may be made in
installments over the life or over a period not extending
beyond the life expectancy of the designated Beneficiary
commencing no later than December 31 of the calendar year
immediately following the calendar year in which the Annuitant
died;
(ii) if the designated Beneficiary is the Annuitant's surviving
spouse, and benefits are to be distributed in accordance with
(i) above, distributions must begin on or before the later of
(a) December 31 of the calendar year immediately following the
calendar year in which the Annuitant died or (b) December 31
of the calendar year in which the Annuitant would have
attained age 70 1/2. If the spouse dies before the payments
begin, subsequent distributions shall be made as if the spouse
had been the Annuitant;
(iii) life expectancy is computed by use of the expected return
multiples in Table V and VI of section 1.72-9 of the Income
Tax Regulations. For purposes of distributions beginning after
the individual's death, if
<PAGE> 23
payment is not made pursuant to one of the payment options in
the Contract, life expectancies shall be recalculated annually
unless otherwise elected by the surviving spouse by the time
distributions are required to begin. Such election shall be
irrevocable by the surviving spouse and shall apply to all
subsequent years. In the case of any other designated
Beneficiary, if payments are not made pursuant to a payment
option of the Contract, life expectancy shall be calculated
using the attained age of such Beneficiary during the calendar
year in which distributions are required to begin pursuant to
this section, and payments for any subsequent calendar year
shall be calculated based on such life expectancy reduced by
one for each calendar year which has elapsed since the
calendar year life expectancy was first calculated;
(iv) distributions under this section are considered to have begun
if the distributions are made on account of the individual
reaching his or her required beginning date. If the individual
receives distributions prior to the required beginning date
and the individual dies, distributions will not be considered
to have begun.
11. Withdrawals of amounts attributable to contributions made pursuant to a
salary reduction agreement may be made only:
A) when the Annuitant attains age 59 1/2, separates from
services, dies or becomes disabled. An individual shall be
considered disabled if he is unable to engage in any
substantial gainful activity be reason of any medically
determinable physical or mental impairment which can be
expected to result in death or to be of long-continued and
indefinite duration; or
B) in the case of hardship.
A hardship withdrawal may not include any income attributable to salary
reduction contributions.
The limitations on withdrawals apply only to salary reduction
contributions made after December 31, 1988, to income attributable to
those contributions and to income attributable to amounts held as of
December 31, 1988.
12. Any contributions transferred from a Section 403(b)(7) custodial
account may be withdrawn only when the Annuitant dies, attains age
59 1/2, separates from service, becomes disabled or in the case of
salary reduction contributions, encounters financial hardship.
13. With respect to non-salary reduction contributions to a Contract
purchased by a non-governmental employer, all payments, withdrawals or
loans from the Contract will be subject to the applicable qualified
joint and survivor annuity requirements under Sections 401(a)(11) and
417 of the IRC of 1986.
14. The terms of this Contract and Endorsement are subject to the
provisions of any Plan under which this Contract and Endorsement are
issued.
15. The MISSTATEMENT OF AGE OR SEX section of the Contract is deleted and
replaced by the following section entitled "MISSTATEMENT OF AGE".
"MISSTATEMENT OF AGE. If the age of any Payee has been misstated,
future payments will be adjusted using the correct age, according to
our rates in effect on the date the annuity payments were determined.
Any overpayments from the Fixed Account, plus interest at the rate of
4% per year, will be deducted from the next payment(s) due. Any
underpayment from the Fixed Account, plus interest at the rate of 4%
per year, will be paid in full with the next payment due. Any
overpayment from the Variable Account will be deducted from the next
payments(s) due. Any underpayment from the Variable Account will be
paid in full with the next payment."
16. The PROOF OF AGE, SEX, OR SURVIVAL section of the Contract is deleted
and replace by the following section entitled "PROOF OF AGE AND
SURVIVAL".
"PROOF OF AGE AND SURVIVAL. We may require satisfactory proof of
correct age at anytime. if any payment under this Contract depends on
the Payee being alive, we may require satisfactory proof of survival."
<PAGE> 24
17. The tables in the ANNUITY OPTIONS section are deleted and replaced by
the following:
OPTIONS 1 & 4 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Option 1 Option 4 Option 4
Life Annuity Life Annuity
Age of (w/120 payments (w/240 payments
Payee Life Annuity guaranteed) guaranteed)
55 5.01 4.91 4.66
56 5.11 5.00 4.72
57 5.22 5.10 4.78
58 5.34 5.20 4.85
59 5.42 5.31 4.91
60 5.54 5.42 4.97
61 5.68 5.54 5.04
62 5.82 5.67 5.10
63 5.97 5.80 5.16
64 6.14 5.94 5.22
65 6.31 6.08 5.28
66 6.49 6.23 5.33
67 6.68 6.38 5.38
68 6.89 6.54 5.43
69 7.11 6.71 5.48
70 7.33 6.87 5.52
71 7.58 7.04 5.55
72 7.83 7.22 5.59
73 8.10 7.39 5.62
74 8.38 7.57 5.64
75 8.68 7.75 5.66
76 8.99 7.92 5.68
77 9.32 8.09 5.70
78 9.66 8.26 5.71
79 10.01 8.42 5.72
80 10.38 8.57 5.73
81 10.77 8.71 5.74
82 11.16 8.85 5.74
83 11.57 8.97 5.75
84 11.98 9.09 5.75
85 12.40 9.20 5.75
OPTION 2 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Joint and Survivor Life Annuity
Age of Age of Age of Age of
Payee Payee Payee Payee
55 4.31 63 5.01 71 6.20 79 8.22
56 4.38 64 5.13 72 6.39 80 8.57
57 4.45 65 5.25 73 6.60 81 8.93
58 4.53 66 5.38 74 6.83 82 9.32
59 4.62 67 5.53 75 7.07 83 9.73
60 4.71 68 5.68 76 7.33 84 10.16
61 4.80 69 5.84 77 7.61 85 10.62
62 4.90 70 6.01 78 7.91
OPTION 5 - TABLE OF MONTHLY INSTALLMENT
Fixed Payment For Specified Period
No. Mo. No. Mo. No. Mo. No. Mo.
of Yrs. Payment of Yrs. Payment of Yrs. Payment of Yrs. Payment
- ------- ------- ------- ------- ------- ------- ------- -------
3 29.19 10 9.83 17 6.47 24 5.09
4 22.27 11 9.09 18 6.20 25 4.96
5 18.12 12 8.46 19 5.97 26 4.84
6 15.35 13 7.94 20 5.75 27 4.73
7 13.38 14 7.49 21 5.56 28 4.63
8 11.90 15 7.10 22 5.39 29 4.53
9 10.75 16 6.76 23 5.24 30 4.45
All other terms and conditions of the Contract remain unchanged.
First SunAmerica Life Insurance Company
/s/ SUSAN L. HARRIS /s/ ROBERT P. SALTZMAN
====================== ======================
Susan L. Harris Robert P. Saltzman
Secretary President
<PAGE> 25
PENSION PLAN AND PROFIT SHARING PLAN ENDORSEMENT
This Endorsement forms a part of the Contract to which it is attached. The
effective date of this Endorsement is the Issue Date shown on the Contract Data
Page.
THE FOLLOWING PROVISIONS APPLY TO A CONTRACT WHICH IS ISSUED UNDER A PLAN
QUALIFIED UNDER INTERNAL REVENUE CODE ("IRC") SECTION 401. IN THE CASE OF A
CONFLICT WITH ANY PROVISION IN THE CONTRACT, THE PROVISIONS OF THIS ENDORSEMENT
WILL CONTROL.
1. The Annuitant of this Contract will be the Owner under the Plan and the
Owner of this Contract will be as designated in the Plan.
2. This Contract, and the benefits under it, cannot be sold, assigned,
discounted, pledged as collateral for a loan or as security for the
performance of an obligation or for any other purpose to any person
other than the Company.
3. The terms of this Contact and Endorsement are subject to the provisions
of the Plan under which this Contract and Endorsement are issued.
4. The MISSTATEMENT OF AGE OR SEX section of the Contract is deleted and
replaced by the following section entitled "MISSTATEMENT OF AGE".
"MISSTATEMENT OF AGE - If the age of any Payee has been misstated,
future payments will adjusted using the correct age, according to our
rates in effect on the date the annuity payments were determined. Any
overpayment from the Fixed Account, plus interest at the rate of 4% per
year, will be deducted from the next payment(s) due. Any underpayment
from the Fixed Account, plus interest at the rate of 4% per year, will
be paid in full with the next payment due. Any overpayment from the
Variable Account will be deducted from the next payment(s) due. Any
underpayment from the Variable Account will be paid in full with the
next payment."
5. The PROOF OF AGE, SEX OR SURVIVAL section of the Contract is deleted
and replaced by the following section entitled "PROOF OF AGE AND
SURVIVAL".
"PROOF OF AGE AND SURVIVAL - We may require satisfactory proof of
correct age at anytime. If any payment under this Contract depends on
the Payee being alive, we may require satisfactory proof of survival."
<PAGE> 26
6. The tables in the ANNUITY OPTIONS section are deleted and replaced by
the following:
OPTIONS 1 & 4 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Option 1 Option 4 Option 4
Life Annuity Life Annuity
Age of (w/120 payments (w/240 payments
Payee Life Annuity guaranteed) guaranteed)
55 5.01 4.91 4.66
56 5.11 5.00 4.72
57 5.22 5.10 4.78
58 5.34 5.20 4.85
59 5.42 5.31 4.91
60 5.54 5.42 4.97
61 5.68 5.54 5.04
62 5.82 5.67 5.10
63 5.97 5.80 5.16
64 6.14 5.94 5.22
65 6.31 6.08 5.28
66 6.49 6.23 5.33
67 6.68 6.38 5.38
68 6.89 6.54 5.43
69 7.11 6.71 5.48
70 7.33 6.87 5.52
71 7.58 7.04 5.55
72 7.83 7.22 5.59
73 8.10 7.39 5.62
74 8.38 7.57 5.64
75 8.68 7.75 5.66
76 8.99 7.92 5.68
77 9.32 8.09 5.70
78 9.66 8.26 5.71
79 10.01 8.42 5.72
80 10.38 8.57 5.73
81 10.77 8.71 5.74
82 11.16 8.85 5.74
83 11.57 8.97 5.75
84 11.98 9.09 5.75
85 12.40 9.20 5.75
OPTION 2 - TABLE OF MONTHLY INSTALLMENTS PER $1,000
(Monthly installments for ages not shown will be furnished upon request.)
Joint and Survivor Life Annuity
Age of Age of Age of Age of
Payee Payee Payee Payee
55 4.31 63 5.01 71 6.20 79 8.22
56 4.38 64 5.13 72 6.39 80 8.57
57 4.45 65 5.25 73 6.60 81 8.93
58 4.53 66 5.38 74 6.83 82 9.32
59 4.62 67 5.53 75 7.07 83 9.73
60 4.71 68 5.68 76 7.33 84 10.16
61 4.80 69 5.84 77 7.61 85 10.62
62 4.90 70 6.01 78 7.91
OPTION 5 - TABLE OF MONTHLY INSTALLMENT
Fixed Payment For Specified Period
No. Mo. No. Mo. No. Mo. No. Mo.
of Yrs. Payment of Yrs. Payment of Yrs. Payment of Yrs. Payment
- ------- ------- ------- ------- ------- ------- ------- -------
3 29.19 10 9.83 17 6.47 24 5.09
4 22.27 11 9.09 18 6.20 25 4.96
5 18.12 12 8.46 19 5.97 26 4.84
6 15.35 13 7.94 20 5.75 27 4.73
7 13.38 14 7.49 21 5.56 28 4.63
8 11.90 15 7.10 22 5.39 29 4.53
9 10.75 16 6.76 23 5.24 30 4.45
All other terms and conditions of the Contract remain unchanged.
First SunAmerica Life Insurance Company
/s/ SUSAN L. HARRIS /s/ ROBERT P. SALTZMAN
====================== ======================
Susan L. Harris Robert P. Saltzman
Secretary President
<PAGE> 1
EXHIBIT 4B
<TABLE>
<S> <C>
First SunAmerica 733 Third Avenue [LOGO] First SunAmerica
Insurance Company New York, New York 10017 a SunAmerica Company
- ---------------------------------------------------------------------------------------------
F-5335-NB(10/94)
INDIVIDUAL MODIFIED GUARANTEED AND VARIABLE ANNUITY APPLICATION
Please print or type.
A. OWNER(S) --Mr. --Mrs. --Ms. --Miss --Dr. --Sr. --Jr.
--------------------------------------------------------------------------
LAST NAME FIRST NAME MIDDLE INITIAL
--------------------------------------------------------------------------
STREET ADDRESS CITY STATE ZIP CODE
MO DAY YR --M --F
-------------- ----------- ------------------ ---------
DATE OF BIRTH SEX SOC.SEC. OR TAX ID NO. PHONE NO.
B. ANNUITANT --Mr. --Mrs. --Ms. --Miss --Dr. --Sr. --Jr.
(Complete only --------------------------------------------------------------------------
if different LAST NAME FIRST NAME MIDDLE INITIAL RELATIONSHIP TO OWNER
from owner)
--------------------------------------------------------------------------
STREET ADDRESS CITY STATE ZIP CODE
MO DAY YR --M --F
-------------- ----------- ------------------ ---------
DATE OF BIRTH SEX SOC.SEC. OR TAX ID NO. PHONE NO.
C. BENEFICIARY ------------------------------------------------- -------------------
FIRST NAME MIDDLE INITIAL LAST NAME RELATIONSHIP
D. TYPE OF -- Nonqualified. If nonqualified, is this a 1035 exchange? -- YES -- NO
CONTRACT if yes, please complete a "Request for Transfer or 1035 Exchange"
(G-2500NB).
-- Qualified, as indicated below.
If qualified, is this a direct transfer? -- YES -- NO
If yes, please complete a "Request for Transfer or 1035 Exchange"
(G-2500NB). Please note:
An appropriate retirement plan/prototype must be established for
purposes of qualified monies.
-- IRA -- IRA rollover -- IRA transfer -- SEP -- 401 retirement plan
-- Terminal funding -- 403(b) plan -- Other
E. PURCHASE -- INITIAL PAYMENT: $ -------------------------
PAYMENT(s) Minimum initial payment is $5,000 for nonqualified contracts; $2,000
for qualified contracts. Payments my be wired or mailed. Make check
payable to First SunAmerica Life Insurance Company.
-- AUTOMATIC PAYMENTS: $-------------------
To establish automatic bank draft for future payments, include an
"Automatic Payment Authorization" (G-2233POS) and a voided check.
E. SPECIAL -- SYSTEMATIC WITHDRAWAL: Check the box at left and include a completed
FEATURES "Systematic Withdrawal Application" [form R-5550-SW].
-- "AUTOMATIC DOLLAR COST AVERAGING: Check the box at left and include a
completed "Dollar Cost Averaging" application (form R-5551-DCA).
F-5335-NB (10/94) (OVER)
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
INDIVIDUAL MODIFIED GUARANTEED AND VARIABLE ANNUITY APPLICATION F-5335-NB (Side2)
- -------------------------------------------------------------------------------------------------------------------
G. INVESTMENT
INSTRUCTIONS
---------------- SunAmerica Series Trust ------------------ --------------- Anchor Series Trust --------------
(Allocations must ------ Portfolio ------- ---------- Manager ------------ ------ Portfolio ------ ------ Manager -----
be expressed in
whole percentages -% Cash Management SunAmerica Asset Mgmt. -% Gov't & Quality Bond Wellington Mgmt. Co.
and total -% Fixed Income Goldman Sachs Asset Mgmt. -% Growth Wellington Mgmt. Co.
allocation must -% Global Bond Goldman Sachs Asset -% Natural Resources Wellington Mgmt. Co.
equal 100%.) Management International -% Capital Appreciation Wellington Mgmt. Co.
-% High Yield Bond SunAmerica Asset Mgmt.
-% Worldwide High Income Morgan Stanley Asset Mgmt. Inc.
-% Balanced/Phoenix Phoenix Investment Counsel ------------- Fixed Account Options --------------
Investment Counsel --------------- Guarantee Periods ----------------
-% Asset Allocation Goldman Sachs Asset Mgmt.
-% Growth-Income Alliance Capital Mgmt. --% 1 yr. --% 5 yr. --% 10 yr.
-% Alliance Growth Alliance Capital Mgmt. --% 3 yr. --% 7 yr.
-% Growth/Phoenix Phoenix Investment Counsel
Investment Counsel
-% Provident Growth Provident Investment Counsel
-% Venture Value Selected/Venture Advisers, L.P.
-% Global Equities Alliance Capital Mgmt.
-% International Morgan Stanley Asset Mgmt. Inc.
Diversified
Equities
H. SPECIAL ----------------------------------------------------------------------------
INSTRUCTIONS ----------------------------------------------------------------------------
----------------------------------------------------------------------------
I. STATEMENT OF I certify that this contract -- WILL -- WILL NOT replace an existing life
OWNER insurance or annuity contract. (If this will replace an existing policy,
please indicate name of issuing company and contract number below.)
------------------------------------------------- -----------------------
COMPANY NAME CONTRACT NUMBER
I hereby represent my answers to the above questions to be correct and true
to the best of my knowledge and belief and agree that this Application
shall be a part of any Contract issued by the Company. I verify my
understanding that all payments and values provided by the Contract, when
based on investment experience of a variable account(s), are visible and
not guaranteed, as to the dollar amount, I understand that all payments and
values based on the General Account are subject to a Market Value
Adjustment formula, which may result in upward or downward adjustments in
amounts payable. I acknowledge receipt of current prospectuses for Polaris,
including the SunAmerica Series Trust and Anchor Series Trust prospectuses.
I have read them carefully and understand their contents.
Signed at --------------------------------------- -----------------------
CITY STATE DATE
-------------------------------- --------------------------------------
OWNER'S SIGNATURE REGISTERED REPRESENTATIVES SIGNATURE
--------------------------------------------
JOINT OWNER'S SIGNATURE (IF APPLICABLE)
J. STATEMENT OF Will this Contract replace an existing life insurance or annuity contract?
REGISTERED -- YES -- NO
REPRESENTATIVE
----------------------------------------------------------------------------
REPRESENTATIVE'S LAST NAME FIRST NAME MIDDLE INITIAL
----------------------------------------------------------------------------
REPRESENTATIVE'S STREET ADDRESS CITY STATE ZIP CODE
------------- ----------------------------- ---------------------------
BROKER/DEALER REPRESENTATIVE'S PHONE NUMBER SOC. SEC. OR TAX ID NUMBER
F-5335-NB (10/94)
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
First SunAmerica 733 Third Avenue [LOGO] First SunAmerica
Insurance Company New York, New York 10017 a SunAmerica Company
- ---------------------------------------------------------------------------------------------
F-5335-NB(10/94)
INDIVIDUAL MODIFIED GUARANTEED AND VARIABLE ANNUITY APPLICATION
Please print or type.
A. OWNER(S) --Mr. --Mrs. --Ms. --Miss --Dr. --Sr. --Jr.
--------------------------------------------------------------------------
LAST NAME FIRST NAME MIDDLE INITIAL
--------------------------------------------------------------------------
STREET ADDRESS CITY STATE ZIP CODE
MO. DAY YR. --M --F
-------------- ----------- --------------------- -------------
DATE OF BIRTH SEX SOC.SEC. OR TAX ID NO. TELEPHONE NO.
B. ANNUITANT --Mr. --Mrs. --Ms. --Miss --Dr. --Sr. --Jr.
(Complete only --------------------------------------------------------------------------
if different LAST NAME FIRST NAME MIDDLE INITIAL RELATIONSHIP TO OWNER
from owner)
--------------------------------------------------------------------------
STREET ADDRESS CITY STATE ZIP CODE
MO. DAY YR. --M --F
-------------- ----------- --------------------- -------------
DATE OF BIRTH SEX SOC.SEC. OR TAX ID NO. TELEPHONE NO.
C. BENEFICIARY ------------------------------------------------- -------------------
FIRST NAME MIDDLE INITIAL LAST NAME RELATIONSHIP
D. TYPE OF -- NONQUALIFIED. If nonqualified, is this a 1035 exchange? -- YES -- NO
CONTRACT if yes, please complete a "Request for Transfer or 1035 Exchange"
(G-2500NB).
-- QUALIFIED, as indicated below.
If qualified, is this a direct transfer? -- YES -- NO
If yes, please complete a "Request for Transfer or 1035 Exchange"
(G-2500NB). Please note:
An appropriate retirement plan/prototype must be established for
purposes of qualified monies.
-- IRA -- IRA rollover -- IRA transfer -- SEP -- 401 retirement plan
-- Terminal funding -- 403(b) plan -- Other
E. PURCHASE -- INITIAL PAYMENT: $ -------------------------
PAYMENT(S) Minimum initial payment is $5,000 for nonqualified contracts; $2,000
for qualified contracts. Payments my be wired or mailed. Make check
payable to First SunAmerica Life Insurance Company.
-- AUTOMATIC PAYMENTS: $-------------------
To establish automatic bank draft for future payments, include an
"Automatic Payment Authorization" (G-2233POS) and a voided check.
F. SPECIAL -- SYSTEMATIC WITHDRAWAL: Check the box at left and include a completed
FEATURES "Systematic Withdrawal Application" [form R-5550-SW].
-- "AUTOMATIC DOLLAR COST AVERAGING: Check the box at left and include a
completed "Dollar Cost Averaging" application (form R-5551-DCA).
F-5335-NB (10/94) (OVER)
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
INDIVIDUAL MODIFIED GUARANTEED AND VARIABLE ANNUITY APPLICATION F-5335-NB (Side 2)
- -------------------------------------------------------------------------------------------------------------------
G. INVESTMENT INSTRUCTIONS
(Allocations must be expressed in whole percentages and total allocation must equal 100%.)
---------------- SUNAMERICA SERIES TRUST ------------------ --------------- ANCHOR SERIES TRUST --------------
------ Portfolio ------- ---------- Manager ------------ ------ Portfolio ------ ------ Manager -----
-% Cash Management SunAmerica Asset Mgmt. -% Gov't & Quality Bond Wellington Mgmt. Co.
-% Fixed Income Goldman Sachs Asset Mgmt. -% Growth Wellington Mgmt. Co.
-% Global Bond Goldman Sachs Asset -% Natural Resources Wellington Mgmt. Co.
Management International -% Capital Appreciation Wellington Mgmt. Co.
-% High Yield Bond SunAmerica Asset Mgmt.
-% Worldwide High Income Morgan Stanley Asset Mgmt. Inc.
-% Balanced/Phoenix Phoenix Investment Counsel ------------- FIXED ACCOUNT OPTIONS --------------
Investment Counsel --------------- Guarantee Periods ----------------
-% Asset Allocation Goldman Sachs Asset Mgmt.
-% Growth-Income Alliance Capital Mgmt. --% 1 yr. --% 5 yr. --% 10 yr.
-% Alliance Growth Alliance Capital Mgmt. --% 3 yr. --% 7 yr.
-% Growth/Phoenix Phoenix Investment Counsel
Investment Counsel
-% Provident Growth Provident Investment Counsel
-% Venture Value Selected/Venture Advisers, L.P.
-% Global Equities Alliance Capital Mgmt.
-% International Morgan Stanley Asset Mgmt. Inc.
Diversified
Equities
H. SPECIAL ----------------------------------------------------------------------------
INSTRUCTIONS ----------------------------------------------------------------------------
----------------------------------------------------------------------------
I. STATEMENT OF I certify that this contract -- WILL -- WILL NOT replace an existing life
OWNER insurance or annuity contract. (If this will replace an existing policy,
please indicate name of issuing company and contract number below.)
------------------------------------------------- -----------------------
COMPANY NAME CONTRACT NUMBER
I hereby represent my answers to the above questions to be correct and true
to the best of my knowledge and belief and agree that this Application
shall be a part of any Contract issued by the Company. I VERIFY MY
UNDERSTANDING THAT ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN
BASED ON INVESTMENT EXPERIENCE OF A VARIABLE ACCOUNT(S), ARE VISIBLE AND
NOT GUARANTEED, AS TO THE DOLLAR AMOUNT, I UNDERSTAND THAT ALL PAYMENTS AND
VALUES BASED ON THE GENERAL ACCOUNT ARE SUBJECT TO A MARKET VALUE
ADJUSTMENT FORMULA, WHICH MAY RESULT IN UPWARD OR DOWNWARD ADJUSTMENTS IN
AMOUNTS PAYABLE. I ACKNOWLEDGE RECEIPT OF CURRENT PROSPECTUSES FOR POLARIS,
INCLUDING THE SUNAMERICA SERIES TRUST AND ANCHOR SERIES TRUST PROSPECTUSES.
I HAVE READ THEM CAREFULLY AND UNDERSTAND THEIR CONTENTS.
Signed at --------------------------------------- -----------------------
CITY STATE DATE
-------------------------------- --------------------------------------
OWNER'S SIGNATURE REGISTERED REPRESENTATIVES SIGNATURE
--------------------------------------------
JOINT OWNER'S SIGNATURE (IF APPLICABLE)
J. STATEMENT OF Will this Contract replace an existing life insurance or annuity contract?
REGISTERED -- YES -- NO
REPRESENTATIVE
----------------------------------------------------------------------------
REPRESENTATIVE'S LAST NAME FIRST NAME MIDDLE INITIAL
----------------------------------------------------------------------------
REPRESENTATIVE'S STREET ADDRESS CITY STATE ZIP CODE
------------- ----------------------------- ---------------------------
BROKER/DEALER REPRESENTATIVE'S PHONE NUMBER SOC. SEC. OR TAX ID NUMBER
F-5335-NB (10/94)
</TABLE>
<PAGE> 1
EXHIBIT 21
SunAmerica Inc. (a Maryland corporation) owns 100% of SunAmerica Financial, Inc.
(a Georgia corporation); Resources Trust Company (a Colorado corporation, which
owns 100% of Resources Consolidated Inc. (a Colorado corporation); SunAmerica
Life Insurance Company (an Arizona corporation); Imperial Premium Finance, Inc.
(a Delaware corporation); SA Investment Group, Inc. (a California corporation);
SunAmerica Capital Trust I (a Delaware business trust); SunAmerica Capital Trust
II (a Delaware business trust); SunAmerica Capital Trust III (a Delaware
business trust); SunAmerica Capital Trust IV (a Delaware business trust);
SunAmerica Capital Trust V (a Delaware business trust); SunAmerica Capital Trust
VI (a Delaware business trust); SunAmerica Affordable Housing Finance Corp. (a
Delaware corporation); Stanford Ranch, Inc. (a Delaware corporation) which owns
100% of Stanford Ranch, Inc. (a Califoria corporation); Arrowhead SAHP Corp. (a
New Mexico corporation); Bear Run SAHP Corp. (a Delaware corporation); Chelsea
SAHP Corp. (a Florida corporation); Tierra Vista SAHP Corp. (a Florida
corporation); Westwood SAHP Corp. (a New Mexico corporation); Bryton SAHP Corp.
(a Delaware close corporation); Crossings SAHP Corp. (a Delaware close
corporation); Emerald SAHP Corp. (a Delaware close corporation); Forest SAHP
Corp. (a Delaware close corporation); Pleasant SAHP Corp. (a Delaware close
corporation); Westlake SAHP Corp. (a Delaware close corporation); Williamsburg
SAHP Corp. (a Delaware close corporation); and Willow SAHP Corp. (a Delaware
close corporation). In addition, SunAmerica Inc. owns 80% of AMSUN Realty
Holdings (a California corporation); and 33% of New California Life Holdings,
Inc. (a Delaware corporation) which owns 100% of Aurora National Life Assurance
Company (a California corporation).
SunAmerica Financial, Inc. owns 100% of SunAmerica Marketing, Inc. (a Maryland
corporation); SunAmerica Advertising, Inc. (a Georgia corporation); SunAmerica
Investments, Inc. (a Delaware corporation) which owns 100% of Accelerated
Capital Corp. (a Florida corporation); 1401 Sepulveda Corp. (a California
corporation); SunAmerica Louisiana Properties, Inc. (a California corporation);
SunAmerica Real Estate and Office Administration, Inc. (a Delaware corporation);
SunAmerica Affordable Housing Partners, Inc. (a California corporation); Hampden
I & II Corp. (a California corporation); Sunport Holdings, Inc. (a California
corporation) which owns 100% of Sunport Property Co. (a Florida corporation);
SunAmerica Mortgages, Inc. (a Delaware corporation); Sun Princeton II, Inc. (a
California corporation) which owns 100% of Sun Princeton I (a California
corporation); Advantage Capital Corporation (a New York corporation); SunAmerica
Planning, Inc. (a Maryland corporation which owns 100% of SunAmerica Securities,
Inc. (a Delaware corporation) and 100% of Anchor Insurance Services, Inc. (a
Hawaii corporation) which owns 50% of Royal Alliance Associates Inc. (a Delaware
corporation); SunAmerica Insurance Company (Cayman), Ltd. (a Cayman Islands
corporation); Sun Mexico Holdings, Inc. (a Delaware corporation) which owns 100%
of Sun Cancun I, Inc. (a Delaware corporation), Sun Cancun II, Inc. (a Delaware
corporation), Sun Ixtapa I, Inc. (a Delaware corporation) and Sun Ixtapa II,
Inc. (a Delaware corporation); Sun Hechs, Inc. (a California corporation); and
SunAmerica Travel Services, Inc. (a California corporation); SAI Investment
Adviser, Inc. (a Delaware corporation); Sun GP Corp. (a California corporation);
The Financial Group, Inc. (a Georgia Corporation) which owns 100% of Keogler,
Morgan Co., Keogler Investment Advisory, Inc., and Keogler, Morgan investment
Inc. (all Georgia Corporations); Sun CRC, Inc. (a California corporation);
Sun-Dollar, Inc. (a California close corporation); and 70% of Home Systems
Partners (a California limited partnership) which owns 100% of Extraneous
Holdings Corp. (a Delaware corporation).
SunAmerica Life Insurance Company owns 100% of First SunAmerica Life Insurance
Company (a New York corporation); SunAmerica National Life Insurance Company (an
Arizona corporation); John Alden Life Insurance Company of New York (a New York
corporation); CalAmerica Life Insurance Company (a California corporation);
Anchor National Life Insurance Company (a California corporation) which owns
100% of Anchor Pathway Fund, Anchor Series Trust, SunAmerica Series Trust, and
Seasons Series Trust, (all Massachusetts business trusts); UG Corporation (a
Georgia corporation); Export Leasing FSC, Inc. (a U.S. Virgin Islands
corporation); SunAmerica Virginia Properties, Inc. (a California corporation);
SAL Investment Group (a California corporation); and Saamsun Holding Corporation
(a Delaware corporation) which owns 100% of SAM Holdings Corporation (a
California corporation) which owns 100% of SunAmerica Asset Management Corp. (a
Delaware corporation), SunAmerica Capital Services, Inc. (a Delaware
corporation), SunAmerica Fund Services, Inc. (a Delaware corporation), ANF
Property Holdings, Inc. (a California corporation), Capitol Life Mortgage Corp.
(a Delaware corporation) and Sun Royal Holdings Corporation (a California
corporation) which owns 50% of Royal Alliance Associates, Inc. In addition,
SunAmerica Life Insurance Company owns 80% of SunAmerica Realty Partners (a
California corporation) and 33% of New California Life Holdings, Inc. (a
Delaware corporation) which owns 100% of Aurora National Life Assurance Company
(a California corporation; and 88.75% of Sun Quorum L.L.C. (a Delaware limited
liability company).
Imperial Premium Finance, Inc. (Delaware) owns 100% of Imperial Premium Finance,
Inc. (a California corporation); Imperial Premium Funding, Inc. (a Delaware
corporation); and SunAmerica Financial Resources, Inc. (a Delaware corporation).
Updated As of 10/21/97
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated November 7, 1997
relating to the financial statements of First SunAmerica Life Insurance
Company, which appears in such Prospectus. We also consent to the reference
to us under the heading "Independent Accountants" in such Prospectus.
PRICE WATERHOUSE LLP
Los Angeles, California
January 19, 1998
<PAGE> 1
Exhibit 23 (b)
[Donovan Leisure Newton & Irvine Letterhead]
February 24, 1995
First SunAmerica Life
Insurance Company
733 Third Avenue
4th Floor
New York, NY 10017
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-1 filed February 27,
1995 (the "Registration Statement") by First SunAmerica Life Insurance Company
("First Sun"), with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, I am of the opinion that:
1) First Sun is a duly organized and existing stock life insurance
company under the laws of the State of New York;
2) The annuity contracts being registered by the Registration Statement
will, upon sale thereof, be legally issued, fully paid and nonassessable, and,
to the extent that they are construed to constitute debt securities, will be
binding obligations of First Sun, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting the rights of
creditors generally.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ JAMES P. CORCORAN
---------------------
James P. Corcoran
<PAGE> 1
EXHIBIT 24
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and
appoints JAY S. WINTROB, SUSAN L. HARRIS and LORIN M. FIFE or any of them, his
true and lawful attorneys and agents, to do any and all acts and things and to
execute any and all instruments that said attorneys and agents may deem
necessary or advisable to enable FS VARIABLE SEPARATE ACCOUNT ("Separate
Account") of FIRST SUNAMERICA LIFE INSURANCE COMPANY ("Company"), and the
Company, to comply with any rules, regulations and requirements of the
Securities and Exchange Commission, and in connection with any variable annuity
contracts that may be registered under the Securities Act of 1933, as amended
("1933 Act") and/or the Investment Company Act of 1940, as amended ("1940 Act")
and offered in connection with the Separate Account, to comply with any rules,
regulations and requirements of the Securities and Exchange Commission under the
1933 Act or the 1940 Act or under any other federal securities laws, including
specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of the undersigned director to any instrument or
document filed as a part of or in connection with or in any way related to (i)
any action taken to comply with any rules, regulations or requirements of the
Securities and Exchange Commission under the federal securities laws; (ii) any
application for and the securing of any exemptions from the federal securities
laws; (iii) the registration of additional variable annuity contracts under the
1933 Act or the 1940 Act, if registration is deemed necessary; and (iv) any and
all amendments to any registration statement that may be filed in connection
with the variable annuity contracts. The undersigned hereby ratifies and
confirms all that said attorneys and agents shall do or cause to be done by
virtue thereof.
As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacity and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ELI BROAD President, Chief Executive Officer October 11, 1994
- --------------------- and Chairman of the Board
Eli Broad (Principal Executive Officer)
/s/ SCOTT L. ROBINSON Senior Vice President and Director October 11, 1994
- --------------------- (Principal Financial Officer)
Scott L. Robinson
/s/ N. SCOTT GILLIS Vice President and Controller October 11, 1994
- --------------------- (Principal Accounting Officer)
N. Scott Gillis
/s/ JAMES R. BELARDI Director October 11, 1994
- ---------------------
James R. Belardi
Director , 1994
- ---------------------
David W. Ferguson
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ LORIN M. FIFE Director October 11, 1994
- ---------------------
Lorin M. Fife
- --------------------- Director , 1994
Marc Gamsin
/s/ JANA W. GREER Director October 11, 1994
- ---------------------
Jana W. Greer
/s/ THOMAS A. HARNETT Director October 11, 1994
- ---------------------
Thomas A. Harnett
/s/ SUSAN L. HARRIS Director October 11, 1994
- ---------------------
Susan L. Harris
/s/ KAREN J. HEDLUND Director October 11, 1994
- ---------------------
Karen J. Hedlund
/s/ GARY W. KRAT Director October 11, 1994
- ---------------------
Gary W. Krat
/s/ PETER MCMILLAN Director October 11, 1994
- ---------------------
Peter McMillan
/s/ LESTER POLLACK Director October 11, 1994
- ---------------------
Lester Pollack
/s/ RICHARD ROHR Director October 11, 1994
- ---------------------
Richard Rohr
/s/ JAY S. WINTROB Director October 11, 1994
- ---------------------
Jay S. Wintrob
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT OF FIRST SUNAMERICA LIFE INSURANCE COMPANY'S FORM
10-K FOR THE YEAR ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<DEBT-HELD-FOR-SALE> 188,533,000
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 19,000
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 190,241,000
<CASH> 1,689,000
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 18,094,000
<TOTAL-ASSETS> 382,850,000
<POLICY-LOSSES> 180,805,000
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 3,000,000
<OTHER-SE> 22,462,000
<TOTAL-LIABILITY-AND-EQUITY> 382,850,000
0
<INVESTMENT-INCOME> 12,781,000
<INVESTMENT-GAINS> 360,000
<OTHER-INCOME> 2,016,000
<BENEFITS> 10,089,000
<UNDERWRITING-AMORTIZATION> 1,158,000
<UNDERWRITING-OTHER> 18,000
<INCOME-PRETAX> 2,050,000
<INCOME-TAX> 927,000
<INCOME-CONTINUING> 1,123,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,123,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
