Exhibit (h)(v)
[FORM OF]
ADDENDUM TO PORTFOLIO PARTICIPATION AGREEMENT
This ADDENDUM, is dated as of [Date], between [NAME OF LIFE COMPANY] (the
"Life Company"), a life insurance company organized under the laws of the State
of ___________, on behalf of itself and on behalf of [NAME OF SEPARATE ACCOUNT]
("Variable Account"), a separate account of the Life Company existing pursuant
to the laws of the State of __________, 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 Fund
Participation Agreement dated ________________, as amended for time to time (the
"SAST Portfolio Participation Agreement"); and
WHEREAS, the Portfolio has agreed to pay the Life Company a service fee to
reimburse the Life Company for expenditures made to financial intermediaries for
providing services to contract holders who are indirect beneficial owners of
Class 3 shares of the Portfolio; and
WHEREAS, the Portfolio has adopted a distribution and service plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended,
(the "1940 Act") with respect to its Class 3 shares (the "12b-1 Pan") that
provides for a service fee that will be used to reimburse the expenditures
referenced in the preceding paragraph;
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 Variable Account) and the
Portfolio hereby agree as follows:
1. The Portfolio agrees to pay the Life Companies a service fee at the end
of each month at an annual rate of 25 basis points (.25%) of the average
daily net assets attributable to Class 3 shares of the Portfolio to
compensate the Life Companies for costs associated with the servicing of
the Class 3 shares of the Portfolio, including, but not limited to, the
cost of reimbursing the Life Companies for expenditures made to financial
intermediaries for providing services to contract holders who are indirect
beneficial owners of Class 3 shares of the Portfolio. Such services are
not intended to relate to the sale, promotion or marketing of the Class 3
shares. The service fee shall be paid to the Life Companies pursuant to
the terms of the SunAmerica Series Trust Fund Participation Agreements or
any Addendums thereto. Payment of the service fee described in this
Section 1 shall be subject to any limitations set forth in applicable
regulations of the National Association of Securities Dealers, Inc.
Nothing herein shall prohibit the Life Companies from collecting service
fees in any given year, as provided hereunder, in excess of expenditures
made during such year to financial intermediaries for the above-referenced
purposes.
2. 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. 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.
3. The Life Company 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 3 shares of the Portfolio and the purposes for
which such expenditures were made.
4. 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 Plan or any agreement
related to it (the "12b-1 Trustees"), in the manner required by the 1940
Act.
5. 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 3 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 Plans 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 3 shares of such Portfolio,
on not more than 60 days' written
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notice.
The termination of the Addendum with respect to any Portfolio shall not affect
the continued effectiveness of the SAST Fund Participation Agreement, or the
continued effectiveness of this Addendum with respect to any other Portfolio
otherwise subject thereto.
6. This Addendum shall not be amended to increase materially the amount of
the service fee paid to the Life Company 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
[NAME OF LIFE INSURANCE COMPANY]
By:
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Name:
Title:
[NAME OF SEPARATE ACCOUNT]
BY: [NAME OF LIFE INSURANCE COMPANY]
By:
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Name:
Title:
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SUNAMERICA SERIES TRUST
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President and Assistant
Secretary
Acknowledged and Agreed:
SUNAMERICA CAPITAL SERVICES, INC.
By: Dated: , 2002
--------------------------------- ----------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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SCHEDULE A
PORTFOLIOS OF SUNAMERICA SERIES TRUST
Corporate Bond Portfolio
Global Bond Portfolio
High-Yield Bond Portfolio
Worldwide High Income Portfolio
SunAmerica Balanced Portfolio
MFS Total Return Portfolio
Asset Allocation Portfolio
Telecom Utility Portfolio
Equity Index Portfolio
Equity Income Portfolio
Growth-Income Portfolio
Federal Value Portfolio
Xxxxx Venture Value Portfolio
"Dogs" of Wall Street Portfolio
Alliance Growth Portfolio
Xxxxxxx Sachs Research Portfolio
MFS Growth and Income Portfolio
Xxxxxx Growth Portfolio
Blue Chip Growth Portfolio
Real Estate Portfolio
Small Company Value Portfolio
MFS Mid-Cap Growth Portfolio
Aggressive Growth Portfolio
Growth Opportunities Portfolio
Xxxxxxx Growth Portfolio
International Growth and Income Portfolio
Global Equities Portfolio
International Diversified Equities Portfolio
Emerging Markets Portfolio
Technology Portfolio
Foreign Value Portfolio
Small & Mid Value Portfolio
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