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EXHIBIT 3A
DISTRIBUTION AGREEMENT
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THIS AGREEMENT, entered into as of this 6th day of August, 1993, by and
between ANCHOR NATIONAL LIFE INSURANCE COMPANY ("Anchor"), a life insurance
company organized under the laws of the State of California, 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 California,
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"), which Contracts are currently distributed by SunAmerica
Securities, Inc. and Royal Alliance Associates, Inc.; and
WHEREAS, Anchor, by resolution adopted on June 25, 1981, 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. 811-3959); and
WHEREAS, the Contracts to be issued by Anchor are registered with the
Commission under the Securities Act of 1933 (the "Act") (File No. 33-47472) 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 said Contracts; and
WHEREAS, Anchor desires to obtain the services of the Distributor as
distributor of said Contracts issued by Anchor through the Separate Account to
replace SunAmerica Securities, Inc. and Royal Alliance Associates, Inc.;
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:
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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 Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
3. Subject to the 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. The Distributor
expressly assumes any dealer agreements entered into by SunAmerica
Securities, Inc. and Royal Alliance Associates, Inc. with respect to
the Contracts.
4. Warranties
(a) Anchor represents and warrants to the 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
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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 California, 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 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;
(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 Bylaws, 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
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(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 Bylaws 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 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
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required to be stated therein or necessary to make
the statements therein not misleading.
5. The Distributor, or an affiliate thereof, shall keep, or
shall 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.
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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.
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
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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
(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 will 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 or (in the case of the Registration
Statement, Prospectus and Statement of Additional Information)
necessary to make the statement therein not misleading or (in the case
of such other sales material) necessary to make the statement therein
not misleading 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
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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, or omission or alleged omission
made in such Registration Statement, Prospectus or Statement of
Additional Information 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 its
duties, or by reason of the 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.
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.
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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 amendment
shall not affect the rights of existing Contract Owners, and that such amendment
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
/s/ XXXXXX X. XXXXXXXX
By: ----------------------------------------
Xxxxxx X. Xxxxxxxx
President
VARIABLE SEPARATE ACCOUNT
By: ANCHOR NATIONAL LIFE
INSURANCE COMPANY
/s/ XXXXXX X. XXXXXXXX
By: ---------------------------------
Xxxxxx X. Xxxxxxxx
President
SUNAMERICA CAPITAL SERVICES, INC.
/s/ XXXXX XXXXXXX
By: ----------------------------------------
Xxxxx Xxxxxxx
Executive Vice President
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ATTACHMENT A
CONTRACT SPECIFICATION SHEET
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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 6, 1993 regarding the sale of the following
contracts funded in Variable Separate Account:
1 . Polaris
