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EXHIBIT (3)(a)
DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into on this 14th day of May, 1997, by and
between ANCHOR NATIONAL LIFE INSURANCE COMPANY ("Anchor"), a life insurance
company organized under the laws of the State of Arizona, on behalf of itself
and VARIABLE SEPARATE ACCOUNT ("Separate Account"), a Separate Account
established by Anchor pursuant to the insurance laws of the State of Arizona,
and SUNAMERICA CAPITAL SERVICES, INC. ("Distributor"), a corporation organized
under the laws of the state of Delaware.
WITNESSETH:
WHEREAS, Anchor proposes to issue to the public certain variable
annuity contracts identified on the contract specification sheet attached
hereto as Attachment A ("Contracts"); and
WHEREAS, Anchor, by resolution adopted on June 25, 1981,
established the Separate Account on its books of account, for the purpose of
issuing the 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 to fund the Contracts; and
WHEREAS, the Contracts to be issued by Anchor are registered with
the Commission under the Securities Act of 1933 for offer and sale to the
public, and otherwise are in compliance with all applicable laws; and
WHEREAS, 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 said Contracts; and
WHEREAS, Anchor desires to obtain the services of Distributor as
distributor of said Contracts issued by Anchor 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, Anchor, the Separate Account, and Distributor hereby agree as
follows:
1. Distributor will serve as distributor on an agency
basis for the Contracts which will be issued by Anchor through the
Separate Account.
2. Distributor, will use its best efforts to provide
information and
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marketing assistance to licensed insurance agents and
broker-dealers on a continuing basis. However, 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, Distributor shall conduct
its affairs in accordance with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
3. Subject to the agreement of Anchor, 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 Anchor through the
Separate Account. Any such contractual arrangement is expressly
made subject to this Agreement, and Distributor will at all times
be responsible to Anchor for purposes of the federal securities
laws for the distribution of Contracts issued through the Separate
Account. Distributor will use its respective best efforts to
provide information and marketing assistance to such broker-
dealers on a continuing basis.
4. Warranties
(a) Anchor represents and warrants to Distributor
that:
(i) Registration Statements on Form N-4
for each of the contracts identified on
Attachment A have been filed with the
Commission in the form previously delivered
to Distributor and that copies of any and all
amendments thereto will be forwarded to
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 Anchor by Distributor
expressly for use therein;
(iii) Anchor is validly existing as a stock
life insurance
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company in good standing under the laws of the
State of Arizona, with power (corporate or
other) 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 in which it
owns or leases properties, 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
Distributor on behalf of Anchor 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;
(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 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 Anchor
is a party or by which Anchor is bound,
Anchor'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
Anchor 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 Anchor 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 Distributor; and
(vii) There are no material legal or
governmental proceedings pending to which
Anchor or the Separate Account is a party or
of which any property of Anchor 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
Anchor, if
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determined adversely to Anchor, would
individually or in the aggregate have a
material adverse effect on the financial
position, surplus or operations of Anchor.
(b) Distributor, jointly and severally, represent
and warrant to Anchor 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) It shall permit the offer and sale
of Contracts to the public only by and
through persons who are appropriately
licensed under both the securities laws and
state insurance laws and who are appointed in
writing by Anchor to be authorized insurance
agents;
(iii) 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 either Distributor is a
party or by which either Distributor is
bound, the Certificate of Incorporation or
By-laws of either Distributor, or any order,
rule or regulation of any court or
governmental agency or body having
jurisdiction over either Distributor or its
property; and
(iv) 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 Anchor by
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 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
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or necessary to make the statements therein
not misleading.
5. Distributor shall keep, in a manner and form
prescribed or approved by Anchor 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 Anchor and with respect to
its activities under this Agreement for Anchor. Distributor shall
make such records and books of account available for inspection by
the Commission, and Anchor 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, Distributor shall utilize the
currently effective Prospectus relating to the subject Contracts in
connection with their marketing and distribution efforts. As to
the other types of sales material, Distributor agree that they will
use only sales materials as have been authorized for use by Anchor
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. Distributor shall 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
Distributor, any of the foregoing misstates the duties, obligation
or liabilities of Anchor or Distributor.
8. Distributor shall bear all expenses of providing
services pursuant to this Agreement including the cost of sales
presentations, mailings, advertising and any other marketing
efforts they conduct in connection with the distribution or sale of
the Contracts.
9. Distributor, as distributor of the Contracts, shall
not be entitled to remuneration for its services.
10. Distributor shall ensure that all premium payments
collected on the sale of the Contracts are properly transmitted to
Anchor 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. If any purchase payment premiums shall be required to
be returned by Anchor or should Anchor become liable for the return
thereof for any cause other than surrenders or withdrawals by
Contract Owners pursuant to the terms of the Contracts either
before or after termination of this Agreement,
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Distributor agrees to pay Anchor the amount of remuneration
previously paid over to it by Anchor with respect to such premiums.
12. 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.
Distributor do, however, represent that they will actively engage
in their duties under this Agreement on a continuous basis while
there is an effective registration statement with the Commission.
13. It is understood and agreed that Distributor may
render similar services or act as a distributor or dealer in the
distribution of other variable contracts.
14. Distributor shall use its best efforts to ensure that
the Contracts will be offered for sale by licensed broker-dealers
and insurance agents on the terms described in the currently
effective Prospectus describing such Contracts.
15. Anchor shall 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.
16. Anchor reserves the right at any time to suspend or
limit the public offering of the subject Contracts upon one day's
written notice to Distributor.
17. Anchor agrees to advise 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.
18. Anchor shall furnish to Distributor such information
with respect to the Separate Account and the Contracts in such form
and signed by such of its officers as Distributor may reasonably
request; and shall warrant that the
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statements therein contained when so signed will be true and
correct.
19. 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.
20. This Agreement shall terminate automatically upon its
assignment. This Agreement shall terminate, without the payment of
any penalty by either party:
(a) at the option of Anchor, upon sixty days'
advance written notice to Distributor; or
(b) at the option of Distributor upon 90 days'
written notice to Anchor; or
(c) at the option of Anchor upon institution of
formal proceedings against Distributor by the
National Association of Securities Dealers, Inc. or
by the Commission; or
(d) at the option of Anchor, if Distributor 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; (ii) fails to account and pay over
promptly to Anchor money due it according to its
records; or (iii) violates the conditions of this
Agreement; or
21. Each notice required by this Agreement may be given
by telephone or telefax and confirmed in writing.
22. Anchor agrees to indemnify Distributor for any
liability that it may incur to a Contract Owner or
party-in-interest under a Contract (i) arising out of any act or
omission in the course of, or in connection with, rendering
services under this Agreement, or (ii) arising out of the purchase,
retention or surrender of a contract; provided however that Anchor
will not indemnify Distributor for any such liability that results
from the willful misfeasance, bad faith or gross negligence of such
Distributor, or from the reckless disregard, by such Distributor,
of its duties and obligations arising under this Agreement.
23. This Agreement shall be subject to the laws of the
State of California
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and construed so as to interpret the Contracts and insurance
contracts written within the business operation of Anchor.
24. This Agreement covers and includes all agreements,
verbal and written, between Anchor and 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 Anchor and Distributor unrelated to the sale of the
Contracts.
THIS AGREEMENT, along with any Schedules of Remuneration 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 amendment shall not affect the rights of existing Contract Owners, and
that such amendment be in writing and duly executed.
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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.
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: ___________________________________
Xxxxx X. Xxxxxx
Senior Vice President
VARIABLE SEPARATE ACCOUNT
BY: ANCHOR NATIONAL LIFE
INSURANCE COMPANY
By: ___________________________________
Xxxxx X. Xxxxxx
Senior Vice President
SUNAMERICA CAPITAL SERVICES, INC.
By: ___________________________________
J. Xxxxxx Xxxxxx
President
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ATTACHMENT A
CONTRACT SPECIFICATION SHEET
The following variable annuity contracts are the subject of the Distribution
Agreement between Anchor National Life Insurance Company and SunAmerica Capital
Services, Inc. dated August 12, 1996 regarding the sale of contracts funded in
Variable Separate Account:
1. Polaris II
