[STAMP] AZ. CORP. COMMISSION
Arizona Department of Insurance FILED
By: /s/ BARBARA E. LEWIS Appr. /s/ CAROLYN LEMON
Title: Compliance Section Manager Term
Date: 12/22/95 DATE 12-26-95
0765111-0
AMENDED AND RESTATED ARTICLES OF INCORPORATION
AND ARTICLES OF REDOMESTICATION
OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
We, the undersigned, acting as incorporatiors for the purpose of
redomesticating Anchor National Life Insurance Company, a California
corporation, which intends to continue its existence, without interruption,
as a corporation organized under the laws of the State of Arizona pursuant to
Arizona Revised Statutes 20-231.A, do hereby adopt the following Amended and
Restated Articles of Incorporation and Articles of Redomestication for said
corporation.
ARTICLE I
The name of the corporation shall be Anchor National Life Insurance
Company.
ARTICLE II
The corporation was incorporated in the State of California on
April 12, 1965.
ARTICLE III
The existence of the corporation shall be perpetual
ARTICLE IV
Upon the approval of these Amended and Restated Articles of
Incorporation and Articles of Redomestication by the necessary regulatory
authorities, Anchor National Life Insurance Company shall be and continue to
be possessed of all privileges, franchises and powers to the same extent as
if it had been originally incorporated under the laws of the State of
Arizona; and all privileges, franchises and powers belonging to said
corporation, and all property, real, personal and mixed, and all debts due on
whatever account, all Certificates of Authority, agent appointments, and all
chooses in action, shall be and the same are hereby ratified, approved,
confirmed and assured to Anchor National Life Insurance Company with like
effect and to all intents and purposes as if it had been originally
incorporated under the laws of the State of Arizona. Said corporation shall
be given recognition as a domestic corporation of the State of Arizona from
and after April 12, 1965, and as a domestic insurer of the State of Arizona
from under the laws of the State of California and authorization to transact
insurance business under the laws of the State of Arizona, effective the
latter of january 1, 1996 or the date of filing with the Arizona Corporation
Commission.
ARTICLE V
The nature of the business to be transacted and the objects and
purposes for which this corporation is organized include the transaction of
any and all lawful business for which insurance corporations may be
incorporated under the laws of the State of Arizona without limitation, and
as said laws may be amended from time to time, and specifically said
corporation shall be authorized to transact life insurance, disability
insurance and annuities, as defined under Arizona Revised Statutes, Section
20-254, 20-253 and 20-254.01 respectively, together with such other kinds of
insurance as the corporation may from time to time be authorized to transact,
and to act as a reinsurer of business for which it is duly authorized.
Consistent with the applicable federal and state requirements, the Company
may issue funding agreements and guaranteed investment contracts as defined
under Arizona Revised Statutes, Section 20-208.
ARTICLE VI
The authorized capital of the corporation shall be $4,000,000, and
shall consist of 4,000 shares of voting common stock with a pr value of
$1,000.00 per share. No holders of stock of the corporation shall have any
preferential right to subscription to any shares or securities convertible
into shares of stock of the corporation, nor any right of subscription to any
thereof other than such, if any, as the Board of Directors in its discretion
may determine, and at such price as the Board of Directors in its discretion
may fix; and any shares or convertible securities which the Board of
Directors may determine to offer for subscription to the holders of stock at
the time existing.
Nothing herein contained shall be construed as prohibiting the
corporation from issuing any shares of authorized but unissued common stock
for such consideration as the Board of Directors may determine, provided such
issuance is approved by the shareholders of the corporation by a majority of
the votes entitled to be cast at any annual or special meeting of
shareholders called for that purpose. No such authorized but unissued stock
may, however, be issued to the shareholders of the corporation by way of a
stock dividend, split-up or in any other manner of distribution unless the
same ratable stock dividend, stock split-up or other distribution be declared
or made in voting common stock to the holder of such voting common stock at
the time outstanding. Each holder of common stock shall be entitled to
participate share for share in any cash dividends which may be declared from
time to time on the common stock of the corporation by the Board of Directors
and to receive pro rata the net assets of the corporation on liquidation.
ARTICLE VII
The affairs of the corporation shall be conducted by a Board of
Directors consisting of not less than five (5) nor more than fifteen (15)
directors as fixed by the bylaws, and such officers as said directors may at
any time elect or appoint. No officer or director need be a shareholder of
this corporation. Ten (10) directors shall constitute the initial Board of
Directors. The names and addresses of the persons who are to serve as
directors until the next annual meeting of shareholders or until their
successors are elected and qualified, and of the persons who are to serve as
officers until the next annual meeting of the directors or until their
successors are elected and qualify, are:
Board of Directors
Eli Broad, Chairman
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
James Richard Belardi, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Lorin Merrill Fife, III, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Jana Waring Greer, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Susan Louis Harris, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Gary Walden Krat, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Director (Vacant)
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Peter McMillian, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Scott Lawrence Robinson, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Jay Steven Wintrob, Director
1 SunAmerica Center, Century City
Los Angeles, California 90067-6022
Officers
Victor Edward Akin, Vice President
Eli Broad, President and Chief Executive Officer
James Richard Belardi, Senior Vice President
Lorin Merrill Fife, III, Senior Vice President, General Counsel and
and Assistant Secretary
Michael Lee Fowler, Vice President
Nelson Scott Gillis, Senior Vice President and Controller
Jana Waring Greer, Senior Vice President
J. Franklin Grey, Vice President
Susan Louise Harris, Senior Vice President and Secretary
Keith Bernard Jones, Vice President
Gary Walden Krat, Senior Vice President
Michael Lee Lindquist, Vice President
Edward Poli Nolan, Jr., Vice President
Gregory Mark Outcalt, Vice President
Edwin Raquel Reoliquio, Senior Vice President and Actuary
Scott Harris Richland, Vice President and Treasurer
Scott Lawrence Robinson, Senior Vice President
James Warren Rowan, Vice President
Jay Steven Wintrob, Executive Vice President
The directors shall have the power to adopt, amend, alter and repeal
the Bylaws, to manage the corporate affairs and make all rules and
regulations expedient for the management of the affairs of the corporation,
to remove any officer and to fill all vacancies occurring in the Board of
Directors and offices for any cause, and to appoint from their own number an
executive committee and other committees and vest said committees with all
the powers permitted by the Bylaws.
ARTICLE VIII
Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors and officers and
their spouses against all expenses incurred by them and each of them,
including but not confined to legal fees, judgements and penalties which may
be incurred, rendered or levied in any legal or administrative action brought
against any of them, for or on account of any action or omission alleged to
have been committed while acting within the scope of employment as a director
or officer of the coproration to the fullest extent allowable pursuant to
A.R.S. 10-005, et al. as may be amended from time to time. Whenever any
such person has grounds to believe that he may incur any such aforementioned
expense, he shall promptly make a full report of the matter to the President
and the Secretary of the Corporation. Thereafter, the Board of Directors of
the corporation shall, within a reasonable time, determine if such person
acted, or failed to act, in good faith and in a manner her reasonably
believed to be in or not opposed to the best interest of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful, them indemnification shall be mandatory and
shall be automatically extended as specified herein, provided, however, that
the corporation shall have the right to refuse indemnification, wholly or
partially, in any instance in which the person to whom indemnification would
otherwise have been applicable shall have unreasonably refused to permit the
corporation, at its own expense and through counsel of its own choosing, to
defend him in the action, or shall have unreasonable refused to cooperate in
the defense of such action.
ARTICLE IX
All directors of the corporation shall be elected at the annual
meeting of the shareholders, which shall be held on the third Thursday of
March of each ear or such other date and time as may be determined by the
Board of Directors, unless such day falls on a holiday, in which event the
regular annual meeting shall be held on the next succeeding business day.
ARTICLE X
The principal place of business of the corporation shall be located
in the City of Phoenix, Maricopa County, Arizona, but it may have other
places of business and transact business, and its Board of Directors or
shareholders may meet for the transaction of business, at such other place or
places within or without the State of Arizona which its Board of Directors
may designate.
ARTICLE XI
The fiscal year of the corporation shall be the calendar year.
ARTICLE XII
In no event shall the corporation incur indebtedness in excess of the
amount authorized by law.
ARTICLE XIII
The shares of the corporation, when issued, shall be nonassessable,
except to the extent required by the Constitution, specifically, but not in
limitation thereof, as provided by Article XIV, Section 11 of the
Constitution of the State of Arizona and the laws of the State of Arizona.
ARTICLE XIV
The private property of the shareholders, directors and officers of
the corporation shall be forever exempt from debts and obligations of the
corporation.
ARTICLE XV
The Bylaws of the corporation may be repealed, altered amended, or
substitute Bylaws may be adopted, by the directors or the shareholders, in
accordance with the provisions contained in said Bylaws.
ARTICLE XVI
J. Michael Low of 2999 North 44th Street, Suite 250, Phoenix,
Arizona, 85018, having been a bona fide resident of Arizona for at least
three (3) years, is hereby appointed the statutory agent of this corporation
in the State of Arizona, upon whom notices and processes, including service
of summons, may be served, and which, when so served shall have lawful
personal service on the corporation. The board of Directors may revoke this
appointment at any time, and shall fill the vacancy in such position whenever
one exists.
ARTICLE XVII
The names and addresses of the incorporators of the corporation are:
J. Michael Low
Low & Childers, P.C.
2999 North 44th Street, Suite 250
Phoenix, Arizona 85018
S. David Childers
Low & Childers, P.C.
2999 North 44th Street, Suite 250
Phoenix, Arizona 85018
Steven R. Henry
Low & Childers, P.C.
2999 North 44th Street, Suite 250
Phoenix, Arizona 85018
Carrie M. McDonald
Low & Childers, P.C.
2999 North 44th Street, Suite 250
Phoenix, Arizona 85018
Kathy A. Steadman
Low & Childers, P.C.
2999 North 44th Street, Suite 250
Phoenix, Arizona 85018
All individual incorporators are eighteen (18) years of age or older.
All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Amended and Restated Articles of
Incorporation and Articles of Redomestication to the Arizona Corporation
Commission for filing.
IN WITNESS WHEREOF, we hereunto affix our signatures as of the 14th
day of December, 1995
/S/J. Michael Low /S/S. David Childers
- --------------------- ----------------------
J. Michael Low S. David Childers
/S/Steven R. Henry /S/Carrie M. McDonald
- --------------------- ----------------------
Steven R. Henry Carrie M. McDonald
/S/Kathy A. Steadman
- ---------------------
Kathy A. Steadman
Subscribed, sworn to and acknowledged before me this 14th day of
December, 1995.
/S/Lori Barbus
(Notary Public)
My commission Expires:
8/15/97
APPOINTMENT OF STATUTORY AGENT
I, J. Michael Low, being a resident of the State of Arizona for at
least three (3) years preceding this appointment, do hereby accept
appointment as Statutory Agent for Anchor National Life Insurance Company in
accordance with the Arizona Revised Statutes until appointment of a successor
Statutory Agent and removal.
DATED, this 14th day of December, 1995.
/S/J. Michael Low
------------------------
J. Michael Low, Esq.
Low & Childers, P.C.
STATE OF CALIFORNIA CHUCK QUACKENBUSH, Insurance Commissioner
DEPARTMENT OF INSURANCE
45 FREMONT STREET
SAN FRANCISCO, CA 94105
December 21, 1995
Mr. Lorin M. Fife, Esq.
Senior Vice President and General Counsel
Anchor National Life Insurance Company
One SunAmerica Center
Century City
Los Angeles, CA 90067-6022
SUBJECT: Approval of Redomestication of Anchor National Life
Insurance Company from California to Arizona
Dear Mr. Fife:
With this letter, the redomestication of your company from California to
Arizona is hereby approved, pursuant to the authority granted by California
Insurance Code Section 709.5. The company's Plan of Redomestication, dated
October 5, 1995, is also hereby approved. The effective date of
redomestication shall be January 1, 1996.
Pursuant to documents filed with this Department, Susan L. Harris will appear
on our records as the agent for service of process upon the company.
Upon completion of the redomestication, please forward to us a true copy of
the formal approval granted by the State of Arizona, along with any other
necessary documents which may be needed to update our records at that point.
This letter, or a true copy thereof, should be retained among the company's
permanent corporate records, since it is the sole evidence of the approval of
the effective date of Anchor National's Life redomiciling, until such time as
you receive the Amended Certificate of Authority.
If you have any questions, please feel free to contact the undersigned.
Very truly yours,
CHUCK QUACKENBUSH
Insurance Commissioner
By /S/FREDRIC MENDELSOHN
Staff Counsel
(415) 904-9446
FM:ams
cc: David Saltsman - Anchor National Life
Steve Ferguson, Sr. Analyst - Arizona Department of Insurance
Susan Stapp, Legal Division
Dan Vasco, Financial Analysis Division
Kay Park, Financial Analysis Division
Gloria Munar, CAB
CAB Corporate Affairs Desk
STATE OF ARIZONA
DEPARTMENT OF INSURANCE
State of Arizona FILED
Dec. 26, 1995
Department of Insurance
By [illegible]
In the Matter of the ) Docket No. 95-272
Redomestication of )
)
ANCHOR NATIONAL LIFE )
INSURANCE COMPANY, ) ORDER APPROVING
) REDOMESTICATION
Petitioner. )
- --------------------------
Anchor National Life Insurance Company ("Anchor National"), NAIC No.
60941, a California domestic insurer, has applied to the Director of
Insurance for the State of Arizona ("Director") for approval to change its
domicile from California to Arizona. After reviewing the filings,
correspondence, and information provided to the Arizona Department of
Insurance (("Department"), the Director makes the following findings of fact
and conclusions of law and issues the following order:
1. Anchor National is a stock life and disability insurer
organized in the State of California, and is duly admitted as a life and
disability insurer in the State of Arizona. Anchor National is seeking
redomestication to Arizona.
2. Anchor National has complied with all requirements of law
relative to the organization of a domestic insurer and has designated its
principal place of business at a place in this state.
3. The provisions of A.R.S. 20-231(A) have been complied
with and Anchor National is entitled to a certificate of authority to
transact insurance in this state and is subject to the authority and
jurisdiction of this state.
NOW, THEREFORE, I, CHRIS HERSTAM, the Director of Insurance, do
hereby order that:
1. The Application for Redomestication of Anchor National
from the State of California to the State of Arizona is approved to be
effective January 1, 1996.
DATED this 26th day of December, 1995.
/S/ [illegible]
-----------------------
for Chris Herstam
Director of Insurance
COPY of the foregoing mailed/delivered
this 26th day of December, 1995, to:
Charles R. Cohen, Deputy Director
Gregory Y. Harris, Executive Assistant Director
Gary Torticill, Assistant Director
Deloris Williamson, Assistant Director
Nancy Howse, Deputy Chief Analyst
Steven P. Ferguson, Senior Analyst
Scott Greenberg, Business Administrator
Department of Insurance
2910 N. 44th Street, Suite 210
Phoenix, Arizona 85018
J. Michael Low
Low & Childers, P.C.
2999 N. 44th St., Ste. 250
Phoenix, Arizona 85018
Lorin Fife
Senior Vice President/General Counsel
SunAmerica Life Insurance Company
One SunAmerica Center
Century City
Los Angeles, CA 90067-6022
Charles Quackenbush
State of California
Department of Insurance
800 Capitol Mall, Suite 1500
Sacramento, CA 95814
Fredrick Mendelsohn
Staff Counsel
State of California
Department of Insurance
45 Fremont Street
San Francisco, CA 94105
/S/ Charis Crawford
- --------------------
Chris Crawford
ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
The undersigned is a member of or employee of Low & Childers, P.C., a law
firm with its office located at 2999 North 44th Street, Suite 250, Phoenix,
Arizona 85018. It is possible that the undersigned may have acted as
incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C. With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C. It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto. In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.
It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.
The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C. The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.
Date of Signing:
12/14/95 /S/ S. David Childers
anchor
cert.dis
10431-104
ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018. It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C. With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C. It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto. In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.
It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.
The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C. The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.
Date of Signing:
12/14/95 /S/ Carrie M. McDonald
anchor
cert.dis
10431-104
ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018. It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C. With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C. It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto. In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.
It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.
The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C. The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.
Date of Signing:
12/14/95 /S/ J. Michael Low
anchor
cert.dis
10431-104
ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018. It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C. With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C. It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto. In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.
It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.
The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C. The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.
Date of Signing:
12/14/95 /S/ Kathy A. Steadman
anchor
cert.dis
10431-104
ATTACHMENT TO CERTIFICATE OF DISCLOSURE OF
ANCHOR NATIONAL LIFE INSURANCE COMPANY
The undersigned is a member of or employee of Low & Childers, P.C.,
a law firm with its office located at 2999 North 44th Street, Suite 250,
Phoenix, Arizona 85018. It is possible that the undersigned may have acted
as incorporator of on or more corporations at the request of and on behalf of
the clients of Low & Childers, P.C. With respect to such activity, the
undersigned was acting solely in connection with the representation of
clients by Low & Childers, P.C. and did not have any beneficial interest in
any such corporation nor did the undersigned have any duties or
responsibilities with respect to such corporation except in connection with
the representation of clients of the law firm or Low & Childers, P.C. It is
possible that one or more of such corporations may have been placed in
bankruptcy or receivership or had its charter revoked during the time the
corporation was being represented by Low & Childers, P.C. or subsequent
thereto. In connection with each such corporation, the undersigned would not
have been a principal thereof, but would have at most acted as a member or
employee of Low & Childers, P.C. in connection with the legal representation
thereof.
It is not possible to determine from the records of the office of Low
& Childers, P.C. or from the records of the Arizona Corporation Commission a
list of all clients at the office of Low & Childers, P.C. which were involved
in bankruptcy or receivership proceedings or charter revocations during the
period of time such clients were represented by Low & Childers, P.C. and,
with respect to such corporations, to determine whether the undersigned had
ever served as an incorporator of any such corporations.
The above information is applicable solely to the participation of
the undersigned, if any, with respect to corporations as to which the
undersigned's sole participation was in connection with the representation of
a client of Low & Childers, P.C. The above statement does not apply to the
participation by the undersigned, if any, if any corporation in which the
undersigned owned a proprietary, beneficial, or membership interest greater
than 20% or in which the undersigned served as director, officer, trustee or
incorporator otherwise than in connection with representations of clients of
Low & Childers, P.C.
Date of Signing:
12/14/95 /S/ Steven R. Henry
anchor
cert.dis
10431-104
ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION
Phoenix Address: Tucson Address:
1300 West Washington 400 West Congress
Phoenix, Arizona 85007-2929 Tucson, Arizona 85707-1347
CERTIFICATE OF DISCLOSURE
A.R.S. Sections 10-128 & 10-1084
CHECK APPROPRIATE BOX(ES) A or B Anchor National Life
ANSWER "C" Insurance Company
EXACT CORPORATE NAME
THE UNDERSIGNED CERTIFY THAT:
A. No persons serving either by elections or appointment as officers,
[X] directors, incorporators and persons controlling, or holding more than
10% of the issued and outstanding common shares or 10% of any other
proprietary, beneficial or membership interest in the corporation:
1. Have been convicted of a felony involving a transaction in
securities, consumer fraud or antitrust in any state or federal
jurisdiction within the seven-year period immediately preceding
the execution of this Certificate.
2. Have been convicted of a felony, the essential elements of which
consisted of fraud, misrepresentation, theft by false pretenses,
or restraining the trade or monopoly in any state or federal
jurisdiction within the seven-year period immediately preceding
the execution of this Certificate
3. Have been or are subject to an injunction, judgment, decree or
permanent order of any state or federal court entered within the
seven-year period immediately preceding the execution of this
Certificate where such injunction, judgment, decree or permanent
order:
(a) Involved the violation of fraud or registration provisions of
the securities laws of that jurisdiction; or
(b) Involved the violation of the consumer fraud laws of that
jurisdiction; or
(c) Involved the violation of the antitrust or restraint of trade
laws of that jurisdiction.
B. For any person or persons who have been or are subject to one or more
[ ] of the statements in Items A.1 through A.3 above, the following
information MUST be attached:
1. Full name and prior name(s) used.
2. Full birth name
3. Present home address.
4. Prior addresses (for immediate preceding 7-year period).
5. Date and location of birth
6. Social Security number.
7. The nature and description of each conviction or judicial action,
date, and location, the court and public agency involved and file
or cause number of case.
STATEMENT OF BANKRUPTCY, RECEIVERSHIP OR REVOCATION
A.R.S. Sections 10-128.01 and 10-1083
C. Has any person serving (a) either by election or appointment as an
officer, director, trustee or incorporator of the corporation or, (b)
major stockholder possessing or controlling any proprietary,
beneficial or membership interest in the corporation, served in any
such capacity or held such interest in any corporation which has been
placed in bankruptcy or receivership or had its charter revoked?
Yes No (X)
IF YOUR ANSWER TO THE ABOVE QUESTION IS "YES", YOU MUST ATTACH THE
FOLLOWING INFORMATION FOR EACH CORPORATION:
1. Name and address of the corporation.
2. Full name, including alias and address of each person involved.
3. State(s) in which the corporation
(a) Was incorporated.
(b) Has transacted business.
4. Dates of corporate operation.
5. A description of the bankruptcy, receivership or charter
revocation, including the date, court or agency involved and the
file or cause numer of the case.
Under penalties of law, the undersigned incorporators/Officers declare that
we have examined this Certificate, including any attachments, and to the
best of our knowledge and belief it is true, correct and complete.
BY /S/ S. David Childers Date 12/14/95
TITLE Incorporator
BY DATE
TITLE
FISCAL DATE:12/31
ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF
DISCLOSURE. (If more than four Incorporators, please
attach remaining signatures on a separate sheet of
paper.)
When initial officers have been elected, an AMENDED
Certificate must be filed within sixty (60) days of
original filings and must be signed by two (2)
executive officers and directors.
C/F 001-Domestic
ARIZONA CORPORATION COMMISSION
CORPORATIONS DIVISION
Phoenix Address: Tucson Address:
1300 West Washington 400 West Congress
Phoenix, Arizona 85007-2929 Tucson, Arizona 85707-1347
CERTIFICATE OF DISCLOSURE
A.R.S. Sections 10-128 & 10-1084
CHECK APPROPRIATE BOX(ES) A or B Anchor National Life
ANSWER "C" Insurance Company
EXACT CORPORATE NAME
THE UNDERSIGNED CERTIFY THAT:
A. No persons serving either by elections or appointment as officers,
[X] directors, incorporators and persons controlling, or holding more than
10% of the issued and outstanding common shares or 10% of any other
proprietary, beneficial or membership interest in the corporation:
1. Have been convicted of a felony involving a transaction in
securities, consumer fraud or antitrust in any state or federal
jurisdiction within the seven-year period immediately preceding
the execution of this Certificate.
2. Have been convicted of a felony, the essential elements of which
consisted of fraud, misrepresentation, theft by false pretenses,
or restraining the trade or monopoly in any state or federal
jurisdiction within the seven-year period immediately preceding
the execution of this Certificate
3. Have been or are subject to an injunction, judgment, decree or
permanent order of any state or federal court entered within the
seven-year period immediately preceding the execution of this
Certificate where such injunction, judgment, decree or permanent
order:
(a) Involved the violation of fraud or registration provisions of
the securities laws of that jurisdiction; or
(b) Involved the violation of the consumer fraud laws of that
jurisdiction; or
(c) Involved the violation of the antitrust or restraint of trade
laws of that jurisdiction.
B. For any person or persons who have been or are subject to one or more
[ ] of the statements in Items A.1 through A.3 above, the following
information MUST be attached:
1. Full name and prior name(s) used.
2. Full birth name
3. Present home address.
4. Prior addresses (for immediate preceding 7-year period).
5. Date and location of birth
6. Social Security number.
7. The nature and description of each conviction or judicial action,
date, and location, the court and public agency involved and file
or cause number of case.
STATEMENT OF BANKRUPTCY, RECEIVERSHIP OR REVOCATION
A.R.S. Sections 10-128.01 and 10-1083
C. Has any person serving (a) either by election or appointment as an
officer, director, trustee or incorporator of the corporation or, (b)
major stockholder possessing or controlling any proprietary,
beneficial or membership interest in the corporation, served in any
such capacity or held such interest in any corporation which has been
placed in bankruptcy or receivership or had its charter revoked?
Yes No (X)
IF YOUR ANSWER TO THE ABOVE QUESTION IS "YES", YOU MUST ATTACH THE
FOLLOWING INFORMATION FOR EACH CORPORATION:
1. Name and address of the corporation.
2. Full name, including alias and address of each person involved.
3. State(s) in which the corporation
(a) Was incorporated.
(b) Has transacted business.
4. Dates of corporate operation.
5. A description of the bankruptcy, receivership or charter
revocation, including the date, court or agency involved and the
file or cause numer of the case.
Under penalties of law, the undersigned incorporators/Officers declare that
we have examined this Certificate, including any attachments, and to the
best of our knowledge and belief it is true, correct and complete.
BY /S/ Carrie M. McDonald BY /S/ Steven R. Henry
Date 12/14/95 Date 12/14/95
TITLE Incorporator TITLE Incorporator
BY /S/ Kathy A. Steadman BY /S/ J. Michael Low
Date 12/14/95 Date 12/14/95
TITLE Incorporator TITLE Incorporator
FISCAL DATE:12/31
ALL INCORPORATORS MUST SIGN THE INITIAL CERTIFICATE OF
DISCLOSURE. (If more than four Incorporators, please
attach remaining signatures on a separate sheet of
paper.)
When initial officers have been elected, an AMENDED
Certificate must be filed within sixty (60) days of
original filings and must be signed by two (2)
executive officers and directors.
C/F 001-Domestic