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EXHIBIT 10(h)
ASSET LEASE AGREEMENT
This ASSET LEASE AGREEMENT dated June 26, 1998, is entered into
between ANCHOR NATIONAL LIFE INSURANCE COMPANY, an Arizona
corporation ("ANLIC") and AURORA NATIONAL LIFE ASSURANCE COMPANY, a
California corporation ("AURORA").
RECITAL
ANLIC, an affiliate of Aurora, desires to lease from Aurora
certain information relating to owners of Executice Life restructured
single premium deferred annuities assumed by Aurora ("SPDAs") for the
purpose of engaging in a direct-mail marketing campaign for the sale
of variable annuity contracts to such owners, and Aurora desires to
lease such information to ANLIC for such purpose.
NOW, THEREFORE, with respect to the foregoing recital and in
consideration of the covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the parties
agree as follows:
1. Lease of Contract Owner Information
a. ANLIC will lease from Aurora certain information relating
to the SPDAs ("Contract Owner Information"), and will use the
information to conduct a direct-mail campaign for the sale of ANLIC's
The Polaris II variable annuity contract ("ANLIC Contract) to the
owners of SPDAs ("Contract Owners") during the period July 15, 1998
through December 31, 1998 (the "Campaign"). The Contract Owner
Information is described in Exhibit A to this Agreement. The
Campaign will be conducted by ANLIC through appropriately licensed
individuals affiliated with a broker/dealer or brokers/dealers
selected by ANLIC (collectively, the "Campaign Broker/Dealer"). This
agreement shall not prohibit the Campaign Broker/Dealer from
responding to inquiries from Contract Owners about purchasing an
ANLIC Contract after the Campaign if the inquiry is the result of the
Campaign
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2. Compensation to Xxxxxx
x. ANLIC will compensate Aurora for the lease of the Contract
Owner Information based upon all purchase payments made and other
moneys received by ANLIC under ANLIC Contracts issued during the
period July 15, 1998 through December 31, 1999 as a result of the
Campaign. The compensation shall be at the rate of 5.75% of purchase
payments and other moneys received under the ANLIC Contracts and
shall be paid to Aurora monthly beginning October 1, 1998. Aurora
will not be compensated for any ANLIC Contract that is issued by
ANLIC to a Contract Owner through a non-Campaign Broker/Dealer.
During the period July 15, 1998 through December 31, 1999, ANLIC will
allow Aurora's accountants reasonable access to its books and records
relating to sales of ANLIC Contracts for the purpose of confirming
the accuracy of the compensation paid to Aurora.
3. Duties of Xxxxxx
x. Aurora will provide ANLIC with Contract Owner Information
as described in Exhibit A attached hereto.
b. Aurora will send a letter to Contract Owners informing them
of the Campaign. The letter will be in the forms set forth in
Exhibit B attached to this Agreement.
c. It is mutually understood that moratorium charges will not
be applicable to the exchange of an SPDA for an ANLIC Contract.
Aurora will waive any surrender charge that may be applicable to the
exchange of an SPDA for an ANLIC Contract prior to December 31, 1998.
d. Upon receipt of proper Contract Owner authorization, Aurora
will use its reasonable efforts to expeditiously process within 60
days of such receipt the exchange of the Contract Owner's SPDA for
an ANLIC Contract. ANLIC recognizes and understands that the
Campaign will occur when the moratorium period ends relatice to the
Executive Life rehabilitation and the increased demands which may be
placed on Aurora processing.
e. During the Campaign, Aurora will not provide any other
outside provider of insurance, annuity or investment products with
its list of Conract Owner names and addreses for the purpose of
assisting the provider to conduct a sales program directed to
Contract Owners, and will not endorse any other program to solicit
Contract Owners to exchange their SPDA for an investment product
issued by such a provider.
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4. Duties of ANLIC
a. ANLIC and its employees, brokers, agents and representatives
will conduct the Campaign using all reasonable efforts and in full
compliance with all applicable laws and regulations, including all
applicable state insurance laws and regulations and all applicable
federal securities laws and regulations, and in full compliance with
the rules and regulations of the National Association of Securities
Dealers, Inc. and/or NASD Regulation, Inc.
b. ANLIC will not request Aurora, its directors, officers or
employees to become involved in the offer or sale of its variable
contracts to Contract Owners in any way that would require them to
be licensed as an insurance agent or registered as a securities
broker or registered as a representative of a registered securities
broker.
c. During the Campaign, ANLIC and its affiliates will not
engage in any other sales campaign or promotion for the sale of
insurance, annuity or investment products directed at the Contract
Owners.
d. During the Campaign, ANLIC and its affiliates will not
directly or indirectly encourage any broker/dealer, agent or other
representative, other than a Campaign Broker/Dealer, to solicit
exchanges of a SPDA for an ANLIC Contract or for any other annuity,
life insurance or invetment product issued by ANLIC or its
affiliates.
5. Confidentiality
a. ANLIC understands that the Contract Owner Information is to
be used solely in conducting the Campaign and for no other purpose.
ANLIC will maintain strict confidentiality of the Contract Owner
Information, and will not disclose it to any person, firm or
corporation other than persons who have a need to know in order for
ANLIC to conduct the Campaign. ANLIC will cause its officers,
employees, brokers, agents, respresentatives and other persons to
whom it has provided Contract Owner Information to maintain the same
strict confidentiality as it is obligated to maintain. ANLIC may
make copies or records of the Contract Owner Information only to the
extent necessary to conduct the Campaign and at the end of the
Campaign ANLIC will return to Aurora the original Contract Owner
Information and all copies and records thereof in its possession and
in the possession of its officers, employees, brokers, agents,
representatives and any other persons.
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b. ANLIC and Aurora will treat as confidential all information
regarding the other's internal affairs, business plans and busines
oractices which it may acquire in connection with this Agreement.
6. Representatives and Warranties
a. Each party represents and warrants to the other party as
follows:
(i) Organization. It is duly organized, validly existing and
in good standing under the laws of the state of incorporation and has
all requisite corporate power to own its properties and conduct its
business as now being conducted and to perform its obligations as
contemplated by this Agreement.
(ii) Corporate Power. It has all requisite corporate power and
authority to enter into this Agreement. The execution, delivery and
performance of this Agreement have been duly and validly authorized
by all necessary corporate action and this Agreement constitutes the
legal, valid and binding agreement of such party, enforceable against
it in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally and general principles of equity. Neither the execution
and delivery of this Agreement nor the performance of its obligations
under this Agreement will (subject to obtaining the approvals and
making the filings referred to in this Agreement) violate any
judgment, order, writ, injunction, decree, statute, rule or
regulations applicable to it, or to any of its subsidiaries or
affiliates which will enter into an agreement provided for in this
Agreement.
(iii) Non-Contravention. The performance of this Agreemenr 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, or
agreement or instrument to which it is a party or by which it is
bound, its Articles of Incorporation or Bylaws, or any order, rule
or regulation of any court or government agency or body having
jurisdiction over it or any of its properties.
(iv) No Proceedings. There are no material legal or
governmental proceedings pending to which it is a party or which any
property of its is the subject which, if determined adversely to it,
would individually or in the aggregate have a meterial adverse effect
on its financial position, surplus or operations.
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(v) No aApprovals. Each party has obtained, or otherwise
provided, all necessary approvals, authorization, consents, licenses,
clearance or order of, declaration or notification to, or filing or
registration with, any governmental or regulatory authority
(including, without limitation, any non-governmental regulatory
agencies or authorities) required for the consummation of the
transactions contemplated by this Agreement.
(vi) Insurance Company Holding Act. Each party has made an
independent determination with respect to its respective obligation
under any applicable Insurance Holding Company Act and concluded that
no prior filing obligation exists.
(b) Licenses. ANLIC represents and warrants to Aurora that it
has (or will have at such time as it is performing it obligations)
all licenses, approvals, permits and authorizations of, and
registrations with, all authorities and agencies, including non-
governmental self-regulatory agencies, required under all federal,
state, and local laws and regulations to enable it to perform its
obligations as contemplated by this Agreement.
7. Indemnification
a. Aurora agrees to indemnfy and hold harmless ANLIC and its
affiliates and each of their respective directors and officers and
each person, it any, who controls ANLIC and its affiliates against
any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), arising out of activities
undertaken pursuant to this Agreement, to which ANLIC and its
affiliates or such directors, officers or controlling persons may
become subject, under any statute, at common law, or otherwise, which
may be based upon any wrongful act or breach of this Agreement by
Aurora, any of its employees or representatives, any affiliates of
or any person acting on behalf of Aurora.
b. ANLIC agrees to indemnify and hold harmless Aurora and its
affiliates and each of their directors and officers and each person,
if any, who controls Aurora against any any all losses, claims,
damages, liabilities or litigation (including legal and other
expenses) arising out of activities undertaken pursuant to this
Agreement, to which Aurora and its affiliates or such directors,
officers or controlling persons may become subject, under any
statute, at common law, or otherwise, which may be based upon any (i)
wrongful act or breach of this Agreement by ANLIC, any of its
employees, brokers, agents or representatives and affiliates or any
person acting on behalf of ANLIC or (ii) any claim or cause of action
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by a Contract Owner, ANLIC Contract Owner, or regulatory authority
relative to the conduct, propriety or result of the Campaign by ANLIC
or its employees, brokers, agents, representatives, affiliates and
other persons acting on its behalf including without limitation,
suitability of the ANLIC Contract for the Contract Owner and the
performance of the ANLIC Contract following its sale to a Contract
Owner. ANLIC is not indemnifying or holding harmless Aurora or its
affiliates and each of their directors, officers or control persons
against losses, claims, damages, liabilities or litigation (including
legal and other expenses) that are based solely on Aurora's lease of
the Contract Owner Information to ANLIC or its obligations and
commitments under this Agreement.
c. This Section 7 shall survive any termination of this
Agreement.
8. Additional Agreement of the Parties
a. The parties shall act reasonably and in good faith in
complying with their obligations under this Agreement. The parties
shall cooperate with one another to carry out to the fullest extent
possible the purposes of this Agreement.
b. This Agreement may be amended only by the mutual written
consent of the parties to this Agreement.
c. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of California and shall be
interpreted in such a manner as to be effective and valid under tje
laws of the State of California. If any provisions of this Agreement
xxxxx be deemed to be prohibited by law or invalid, such provisions
shall be ineffective only to the extent of the prohibition or
validity, without invalidating the remainder of such provision or the
remaining provisions of the Agreement.
d. The waiver by one party of the performance in observance of
any covenant or condition to be performed or observed by the the
other hereunder shall not invalidate this Agreement, nor constitute
a waiver by such party of any other covenant, or condition to be
performed or observed by the other hereunder. The exercise by either
party hereto of any right, privelege or remedy provided by this
Agreement shall not constitute a waiver by such party of any other
covenant, or condition to be performed or observed by the other party
under this Agreement. The exercise by either party hereto of any
right, privilege or remedy provided by this Agreement or otherwise
by law shall not exclude the exercise of any gifts, privilege or
remedy.
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e. This Agreement may not be assigned or transferred by either
party without the prior written consent of the other parties hereto.
f. All notices and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have
given if delivered personally, given by facsimile or mailed by
registered or certified mail (return receipt requested) or by Federal
Express or other overnight delivery, as follows:
TO ANLIC: Anchor Life Insurance Company
0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
Attn: Xxxx Xxxxx
President
SunAmerica Retirement Markets, Inc.
COPY TO: SunAmerica Inc.
0 XxxXxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx
Senior Vice President
General Counsel-Corporate Affairs
IF TO AURORA: Aurora National Life Assurance Company
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxx
General Counsel
Any party to this AGreement may change the address to which such
communications are to be directed to such party by giving notice of
such change to the other party in the manner provided above.
IN WITNESS WHEREOF, the parties in this Agreement have caused
this Agreement to be executed by their duly authorized
representatives as of the date set forth above,
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Senior Vice President
AURORA NATIONAL LIFE ASSURANCE COMPANY
BY: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
President
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EXHIBIT A
Contract Owner Information
Contract Owner Information means contract numbers, contract owner
names and addresses, annuitant names, contract anniversary dates and
contract values, and such other Contract Owner Information as ANLIC
and Aurora may agree upon, with respect to all active SPDAs other
than those executed below:
Contracts where the annuitant age is less than 21 or greater
than 75
Contracts with acount values less than $5,000
Contracts where the owner resides in New York, Alaska, Hawaii,
Idaho, North Dakota, Wyoming, Oregon
Contracts with a foreign mailing address
International Contracts (Plan Code I11)
Contracts with loans
DEFRA Contracts
Xxxxxxx Xxxxx Contracts
Joint Owner Contracts specifically excluded by SunAmerica
Qualified Contracts specifically excluded by SunAmerica
See document titled "Sun Extract File Layout" attached to this
Exhibit A, for information on processing Contract Owner Information
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EXHIBIT A
Sun Extract File Layout
Field Field Name Type Length Comments
1 Contract Number A/N 10
2 Owner Name X/X 00
0 Xxxxx Xxxxxxx xxxx 0 X/X 00
0 Owner Address line 2 X/X 00
0 Xxxxx Xxxxxxx xxxx 0 X/X 00
0 Owner Address line 4 A/N 25
7 Owner State Code A/N 2
8 Owner Zip-5 A/N 5 First five digits
of Zip code
9 Owner Date of Birth* A/N 8 YYYYMMDD
10 Owner Sex Code* A/N 1 'M' or 'F'
11 Owner Soc Security Number A/N 00 000-00-0000
12 Owner Phone Number A/N 00 (000)000-0000
13 Annuitant Name X/X 00
00 Xxxxxxxxx Xxxxxxx Line 1* A/N 25 Owner Address-1
15 Annuitant Address Line 2* A/N 25 Owner Address-2
16 Annuitant Address Line 3* A/N 25 Owner Address-3
17 Annuitant Address Line 4* A/N 25 Owner Xxxxxxx-0
00 Xxxxxxxxx Xxxxx Code* A/N 2 State Code
19 Annuitant Zip-5* A/N 5 First five digits
of Zip code
20 Annuitant Date of Birth A/N 8 YYYYMMDD
21 Annuitant Sex Code A/N 1 'M' or 'F'
22 Annuitant Soc Security Number* A/N 11 999-99-9999
23 Annuitant Phone Number* A/N 00 (000)000-0000
24 Owner Code A/N 1 See Table 1.
25 Withholding Code A/N 1 See Table 2.
26 Account Value*** as of Valuation Date N 9 9999999v99
27 SPDA+ Offer made A 1 Y/N (See specs
below)
Field 27 specs. When a contract meets all the criteria in Item 2, read the
Rollover Mailfile for the same contract number. If contract is not on the
Rollover file, move an "N" to field 27. If contract is on the Rolover file
AND any occurrence of plan is not = blank, move "Y: to field 27, Else, move
"N".
* Only preent if Owner Code = '1'
** Not available on all contracts
*** Account Value only, do not deduct Moratorium or Surrender Charges
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Table 1. Owner Codes
0 Owner is not Annuitant
1 Owner is annuitant
2 Joint ownership
3 Collateral Assignment
4 Joint with Survivor
5 Corporate Business Trust
9 Trust Ownership - Individual
A Trust Ownership - Corporation
Table 2. Withholding Codes
Code Meaning
1 Non-Qualified
2 XXX
3 Pension Plans/Trusts
4 XXX Rollover
5 Xxxxx
6 TSA
7 Profit Sharing
8 Participant Pension
9 SEP
A XXX Transfer
B XXX Custodial
Table 3. Conversion of Aurora Withholding codes to SunAmerica Contract Type
Sun Form Sun Form Field Name Equivalent
Aurora Withholding
Code
Request for Transfer or 1035
Exchange - Item F Non-qualified 1
XXX A, B, 2, 4
Def Comp N/A
Corp Retirement 3, 7
TSA (403b) 6
SEP 9
Xxxxx 5
Terminally Funded 8
Anuities (DST)
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EXHIBIT B
July X, 1998
C01234567D
Xxxxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Address 3
Address 4
Contract Number C01234567D
Annuitant Xxxxxxx X. Xxxxx
Dear Xxxxxxx X. Xxxxx:
I wrote to you earlier this year for your support of Aurora. I want
to thank you again. We at Aurora value you business.
A number of our policyholders have expressed interest in higher
growth potential opportunities such as variable annuities. Although
Aurora does not offer variable annuities, our affiliate, SunAmerica
Inc. speciailzes in retirement investments and offers variable
annuities through its subsidiary Anchor National Life Insurance
Company.
In the next several days, be sure to look for information from
SunAmerica that details the Polaris Exchange Program, an opportunity
to exchange your fixed annuity into the Polaris II variable annuity.*
A charge for the Moratorium Amount will not apply to an exchange of
you ELIC Restructured single premium deferred annuity into the offer
from Anchor National. Aurora will waive any surrender charge that
may be applicable to a 1035 tax-free exchange by you prior to
December 31, 1998, of your ELIC Restructured single premium deferred
annuity into a variable annuity.
If you believe a fixed annuity is the right investment for you, we
believe we can offer you a bright future. Our AuroraPlus exchange
offer has received a very positive response and, at current rates,
remains available to you.
Now Aurora customers will have three choices:
very soon you can participate in our affiliate SunAmerica's
Polaris Exchange Program and exchange into a variable annuity
issued by Anchor National,
you can exchange into our AuroraPlus fixed annuity, or
you can keep you current annuity, which pays competitive renewal
interest.
Sincerely
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. xxxxx
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President
P.S. Watch you mailbox for details coming soon from SunAmerica and
Anchor National.
* Please note that this letter is not to be construed as an offer of
the Polaris II. All offers of the Polaris II are made by Anchor
National and its licensed representatives through a prospectus.
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EXHIBIT B
July X, 1998
C01234567D
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Address 3
Address 4
Contract Number: C01234567D
Annuitant: Xxxxxxx X. Xxxxx
Dear Xxxxxxx X. Xxxxx
I wrote to your earlier this year to thank you for your suport of
Aurora. I want to thank you again.
We at Aurora value you business and believe we can offer you a
bright future. Your annuity earns competiteve interest and continues
to offer you valuable features and benefits that may not be available
elsewhere,
While a fixed annuity may be the right investment for many people,
a number of our policyholders have expressed interesy in higher
growth potential opportunities such as variable annuities. Although
Aurora does not offer variable annuities, our affiliate SunAmerica
Inc., specializes in retirement investments and offers variable
annuities through its subsidiary Anchor National LIfe Insurance
Company.
In the next several days, be sure to look for information from
SunAmerica that details the Polaris Exchange Program, an opportunity
to exchange your fixed annuity into the Polaris II variable annuity.*
A charge for the Moratorium Amount will not apply to an exchange of
your ELIC Restructured single premium deferred annuity into the offer
from Anchor National. Aurora will waive any surrender charge that
may be applicable to a 1035 tax-free exchange by you prior to
December 31, 1998, of your ELIC Restructured single premium deferred
annuity into a variable annuity.
Watch your mailbox for details coming soon from SunAmerica and Anchor
National.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President
*Please note that this letter is not, and may not be construed as an
offer of the Polaris II. ALl offers of the Polaris II are made by
Anchor National and its licensed representatives, through a
prospectus.
