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DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into as of this 10thth day of February, 1999,
is 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 ANNUITY ACCOUNT SEVEN ("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 issues 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 August 28, 1998, established
the Separate Account on its books of account, for the purpose of issuing
variable annuity 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 (File No. 811-09003); and
WHEREAS, the Contracts to be issued by Anchor are registered with the
Commission under the Securities Act of 1933 (the "Act") (File No. 333-65965) for
offer and sale to the public, and otherwise are in compliance with all
applicable laws; and
WHEREAS, the 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 the Contracts;
WHEREAS, Anchor desires to obtain the services of the 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. The Distributor will serve as distributor on an agency
basis for the Contracts which will be issued by Anchor through
the Separate Account.
2. The Distributor will, either directly or through an
affiliate, provide information and marketing assistance to
licensed insurance agents and broker-dealers on a continuing
basis. The 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, the Distributor shall conduct its
affairs in accordance with the Conduct Rules of the NASD
Regulation, Inc.
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3. Subject to agreement of Anchor, the 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
the 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.
4. WARRANTIES
(a) Anchor represents and warrants to Distributor that:
(i) Registration Statements on Form N-4 (and, if
applicable, Form S-1) for each of the
Contracts identified on Attachment A have
been filed with the Commission in the form
previously delivered to the Distributor and
that copies of any and all amendments
thereto will be forwarded to the 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 the Distributor
expressly for use therein;
(iii) Anchor is validly existing as a stock life
insurance company in good standing under the
laws of the state of Arizona, with power
(corporate or otherwise) 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, 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 the
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;
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(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 and 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
the 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
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) The Distributor represents and warrants 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) 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 the Distributor is a
party or by which the Distributor is bound,
the Certificate of Incorporation or By-laws
of the Distributor, or any order, rule or
regulation of any court or governmental
agency or body having jurisdiction over the
Distributor or its property; and
(iii) 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 the 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
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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 or necessary to make the
statements therein not misleading.
5. The Distributor, or an affiliate thereof, shall keep, or
cause to be kept, 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.
The party maintaining the books and records required
hereunder 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, the Distributor, or an
affiliate thereof, will cause the currently effective
Prospectus relating to the subject Contracts in connection
with its marketing and distribution efforts to be utilized.
As to the other types of sales material, the Distributor, or
an affiliate thereof, agrees that it will cause to be used
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. The Distributor, or such other person as referred to in
paragraph 6 above, will 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 the Distributor, or such other person, any of the
foregoing misstates the duties, obligation or liabilities of
Anchor or the Distributor.
8. Expenses of providing sales presentations, mailings,
advertising and any other marketing efforts conducted in
connection with the distribution or sale of the Contracts
shall be borne by Anchor.
9. The Distributor, as distributor of the Contracts, shall not be
entitled to remuneration for its services.
10. All premium payments collected on the sale of the Contracts by
the Distributor, if any, shall be 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. The 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. The Distributor does, however, represent that it
will actively engage in its duties under this Agreement on a
continuous basis while there is an effective registration
statement with the Commission.
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12. It is understood and agreed that the Distributor may render
similar services or act as a distributor or dealer in the
distribution of other variable contracts.
13. Anchor will 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.
14. Anchor reserves the right at any time to suspend or limit the
public offering of the subject Contracts.
15. Anchor agrees to advise the 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.
16. Anchor will furnish to the Distributor such information with
respect to the Separate Account and the Contracts in such form
and signed by such of its officers as the Distributor may
reasonably request; and will warrant that the statements
therein contained when so signed will be true and correct.
17. 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.
18. This Agreement will terminate automatically upon its
assignment to any person other than a person which is a wholly
owned subsidiary of SunAmerica Inc. 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 the Distributor; or
(b) at the option of the Distributor upon 90 days'
written notice to Anchor; or
(c) at the option of Anchor upon institution of formal
proceedings against the Distributors by the National
Association of Securities Dealers, Inc. or by the
Commission; or
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(d) at the option of either party, if the other party 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; or (ii) violates the conditions of this
Agreement.
19. Each notice required by this Agreement may be given by
telephone or telefax and confirmed in writing.
20. (a) Anchor shall indemnify and hold harmless the
Distributor and each person, if any, who controls
the Distributor within the meaning of the Act
against any losses, claims, damages or
liabilities to which the Distributor or such
controlling person may become subject, under the
Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of
a material fact contained in the Registration
Statement, Prospectus or Statement of Additional
Information or any other written sales material
prepared by Anchor which is utilized by the
Distributor in connection with the sale of Contracts
or arise out of or are based upon the omission or
alleged omission to state therein a material fact
required to be stated therein (in the case of the
Registration Statement, Prospectus and Statement
of Additional Information), or in the case of such
other sales material, necessary to make the
statements therein not misleading in the light of the
circumstances under which they were made and will
reimburse the Distributor and each such controlling
person for any legal or other expenses reasonably
incurred by the Distributor or such controlling
person in connection with investigating or defending
any such loss, claim, damage, liability or action,
provided, however, that Anchor will not be
liable in any such case to the extent that any
such loss, claim, omission or alleged omission made
in such Registration Statement, Prospectus or
Statement of Additional Information is in conformity
with information furnished to Anchor specifically
for use therein; and provided, further, that
nothing herein shall be so construed as to
protect the Distributor against any liability to
Anchor or the Contract Owners to which the
Distributor would otherwise be subject by reason
of willful misfeasance, bad faith, or gross
negligence in the performance of his or her duties,
or by reason of his or her reckless disregard by the
Distributor of its obligations and duties under this
Agreement.
(b) The Distributor will likewise indemnify and hold
harmless Anchor, each of its directors and officers
and each person, if any, who controls the Trust
within the meaning of the Act to the extent, but only
to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was
made in conformity with written information furnished
to the Trust by the Distributor specifically for use
therein.
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21. This Agreement shall be subject to the laws of the State of
California and construed so as to interpret the Contracts and
insurance contracts written within the business operation of
Anchor.
22. This Agreement covers and includes all agreements, verbal and
written, between Anchor and the 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 the Distributor
unrelated to the sale of the Contracts.
THIS AGREEMENT, along with any Attachment 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 amended
shall not affect the rights of existing Contract Owners, and that such amended
be in writing and duly executed.
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: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President
VARIABLE ANNUITY ACCOUNT SEVEN
By: ANCHOR NATIONAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X Xxxxx
Executive Vice 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 February 10, 1999 regarding the sale of the following
contracts funded in Variable Annuity Account Seven:
1. Polaris Class A
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