EXHIBIT (h)(19)(b)
ADDENDUM TO FUND PARTICIPATION AGREEMENT FOR CLASS A SHARES
This ADDENDUM, is dated as of , , between AMERICAN
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GENERAL LIFE INSURANCE COMPANY (the "Life Company"), a life insurance company
organized under the laws of the State of Texas, on behalf of itself and on
behalf of its SEPARATE ACCOUNT(S) (the "Accounts"), a separate account(s) of the
Life Company existing pursuant to the laws of the State of Texas, and SUNAMERICA
SERIES TRUST ("Portfolio"), an open-end management investment company
established pursuant to the laws of the Commonwealth of Massachusetts under a
Declaration of Trust dated September 11, 1992, as amended from time to time,
which is composed of the separate investment portfolio(s) of the Trust listed on
Schedule A attached hereto (the "Portfolio(s)").
WHEREAS, the Portfolio and the Life Company have entered into a
Participation Agreement dated , as amended for time to time (the "SAST
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Portfolio Participation Agreement"); and
WHEREAS, the Portfolio has adopted a distribution plan pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, (the "1940 Act")
with respect to its Class A shares (the "12b-1 Plan");
NOW, THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
the Life Company (on behalf of itself and the Accounts) and the Portfolio hereby
agree as follows:
1. The Portfolio may from time to time participate in directed
brokerage programs, approved by the Trustees, whereby a portion of the
brokerage commissions generated by the Portfolio may be used to make
payments to SunAmerica Capital Services, Inc. (the "Distributor") to
finance various distribution activities. Such payments to the Distributor
shall not exceed .75% of the average daily net assets attributable to Class
A shares of the Portfolio to compensate the Distributor and certain
financial intermediaries ("Financial Intermediaries") for financing
activities principally intended to result in the sale of Shares of the
Portfolio. This Plan shall cover such payments to the extent they are
deemed to relate, under Rule 12b-1, to the financing of any activity that
is primarily intended to result in the sale of such shares. The amount of
the payments shall be subject to applicable laws and regulations.
2. The Distributor agrees to furnish the Portfolio, at least
quarterly, written reports for presentation to the Board as to amounts
expended to financial intermediaries for services to contract holders who
are indirect beneficial owners of Class A shares of the Portfolio and the
purposes for which such expenditures were made.
3. This Addendum shall continue in full force and effect for two years
from the date hereof, and shall continue in full force and effect from year
to year thereafter if such continuance is approved by the Board of Trustees
of the Portfolio, including a majority of the Trustees who are not
interested persons of SunAmerica Series Trust (the "Disinterested
Trustees") as defined in the 1940 Act, who have no direct or indirect
financial interest in the operation of the 12b-1 Plans or any agreement
related to it (the "12b-1 Trustees"), in the manner required by the 1940
Act.
4. This Addendum, including any payments made pursuant thereto, shall
terminate automatically in the event of its assignment. This Addendum,
including any payments made pursuant thereto, shall terminate with respect
to a Portfolio:
(a) at any time, without payment of any penalty, by vote of
either the Board, including a majority of the 12b-1
Trustees, or a majority of the outstanding voting securities
representing the Class A shares of such Portfolio, on not
more than 60 days' written notice; or
(b) at any time, without payment of any penalty, upon a vote
terminating the Rule 12b-1 Plan with respect to such
Portfolio by either the Board, including a majority of the
12b-1 Trustees, or a majority of the outstanding voting
securities representing the Class A shares of such
Portfolio, on not more than 60 days' written notice.
The termination of the Addendum with respect to any Portfolio shall not affect
the continued effectiveness of the SAST Portfolio Participation Agreement, or
the continued effectiveness of this Addendum with respect to any other Portfolio
otherwise subject thereto.
5. This Addendum shall not be amended to increase materially the
amount of the distribution fee paid to the Distributor pursuant hereto
without shareholder approval, and all material amendments to this Addendum
shall be approved by vote of the Board, including a majority of the 12b-1
Trustees.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
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Name:
Title:
SEPARATE ACCOUNT(S)
BY: AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
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Name:
Title:
SUNAMERICA SERIES TRUST
By:
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Name:
Title:
Acknowledged and Agreed:
SUNAMERICA CAPITAL SERVICES, INC.
By: Dated:
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Name:
Title:
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SCHEDULE A
Portfolios of SunAmerica Series Trust
Aggressive Growth Portfolio
SunAmerica Balanced Portfolio
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