DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into on this 2nd day of January, 1997, by and
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 FIVE ("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 proposes to issue 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 July 3, 1996, established the
Separate Account on its books of account, for the purpose of issuing the
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. 811-07727); and
WHEREAS, the Contracts to be issued by Anchor are registered with the
Commission under the Securities Act of 1933 (File Nos. 33-08859 and 33-08877)
for offer and sale to the public, and otherwise are in compliance with all
applicable laws; and
WHEREAS, 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 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. Distributor will serve as distributor on an agency basis for the
Contracts which will be issued by Anchor through the Separate Account.
2. Distributor, will use its best efforts to provide information and
marketing assistance to licensed insurance agents and broker-dealers on a
continuing basis. However, 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, 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, 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 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. Distributor will use its respective best
efforts to provide information and marketing assistance to such broker-
dealers on a continuing basis.
4. WARRANTIES
(a) Anchor represents and warrants to Distributor that:
(i) Registration Statements on Forms N-4 and S-1 for each
of the contracts identified on Attachment A have been filed
with the Commission in the form previously delivered to
Distributor and that copies of any and all amendments
thereto will be forwarded to Distributor at the time that
they are filed with the Commission;
(ii) The Registration Statements 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 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 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;
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(iv) The Contracts to be issued through the Separate Account
and offered for sale by 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 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 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) Distributor, jointly and severally, represent and warrant 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;
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(ii) It shall permit the offer and sale of Contracts to the
public only by and through persons who are appropriately
licensed under both the securities laws and state insurance
laws and who are appointed in writing by Anchor to be
authorized insurance agents;
(iii) 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 either Distributor is a
party or by which either Distributor is bound, the
Certificate of Incorporation or By-laws of either
Distributor, or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over
either Distributor or its property; and
(iv) To the extent that any statements or omissions made in
the Registration Statements, or any amendment or supplement
thereto are made in reliance upon and in conformity with
written information furnished to Anchor by 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 required to be stated therein or necessary to make the
statements therein not misleading.
5. Distributor shall keep, 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.
Distributor 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, Distributor shall utilize the currently effective
Prospectus relating to the subject Contracts in connection with their
marketing and distribution efforts. As to the other types of sales
material, Distributor agree that they will use only sales materials as
have been authorized for use by Anchor and which conform to the
requirements of federal and state
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laws and regulations, and which have been filed where necessary with the
appropriate regulatory authorities, including the National Association of
Securities Dealers, Inc.
7. Distributor shall 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 Distributor, any of
the foregoing misstates the duties, obligation or liabilities of Anchor
or Distributor.
8. Distributor shall bear all expenses of providing services
pursuant to this Agreement including the cost of sales presentations,
mailings, advertising and any other marketing efforts they conduct in
connection with the distribution or sale of the Contracts.
9. Distributor, as distributor of the Contracts, shall not be
entitled to remuneration for its services.
10. Distributor shall ensure that all premium payments collected on
the sale of the Contracts are properly 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. If any purchase payment premiums shall be required to be returned
by Anchor or should Anchor become liable for the return thereof for any
cause other than surrenders or withdrawals by Contract Owners pursuant to
the terms of the Contracts either before or after termination of this
Agreement, Distributor agrees to pay Anchor the amount of remuneration
previously paid over to it by Anchor with respect to such premiums.
12. 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. 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.
13. It is understood and agreed that Distributor may render similar
services or act as a distributor or dealer in the distribution of other
variable contracts.
14. Distributor shall use its best efforts to ensure that the
Contracts will be offered for sale by licensed broker-dealers and
insurance agents on the terms described in the currently effective
Prospectus describing such Contracts.
15. Anchor shall 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.
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16. Anchor reserves the right at any time to suspend or limit the
public offering of the subject Contracts upon one day's written notice to
Distributor.
17. Anchor agrees to advise Distributor immediately of:
(a) any request by the Commission (i) for amendment of the
Registration Statements relating to the Contracts, or (ii) for
additional information;
(b) the issuance by the Commission of any stop order suspending
the effectiveness of either 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 Statements relating
to the Contracts or which requires the making of a change therein
in order to make any statement made therein not misleading.
18. Anchor shall furnish to Distributor such information with respect
to the Separate Account and the Contracts in such form and signed by such
of its officers as Distributor may reasonably request; and shall warrant
that the statements therein contained when so signed will be true and
correct.
19. 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.
20. This Agreement shall terminate automatically upon its assignment.
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 Distributor; or
(b) at the option of Distributor upon 90 days' written notice to
Anchor; or
(c) at the option of Anchor upon institution of formal
proceedings against Distributor by the National Association of
Securities Dealers, Inc. or by the Commission; or
(d) at the option of Anchor, if Distributor 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
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business which operates or would operate as a fraud or deceit
upon any person; (ii) fails to account and pay over promptly to
Anchor money due it according to its records; or (iii) violates
the conditions of this Agreement; or
21. Each notice required by this Agreement may be given by telephone
or telefax and confirmed in writing.
22. Anchor agrees to indemnify Distributor for any liability that it
may incur to a Contract Owner or party-in-interest under a Contract (i)
arising out of any act or omission in the course of, or in connection
with, rendering services under this Agreement, or (ii) arising out of the
purchase, retention or surrender of a contract; provided however that
Anchor will not indemnify Distributor for any such liability that results
from the willful misfeasance, bad faith or gross negligence of such
Distributor, or from the reckless disregard, by such Distributor, of its
duties and obligations arising under this Agreement.
23. 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.
24. This Agreement covers and includes all agreements, verbal and
written, between Anchor and 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 Distributor
unrelated to the sale of the Contracts.
THIS AGREEMENT, along with any Schedules of Remuneration 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.
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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/ Xxxx Xxxxxx Xxxxx
----------------------
Xxxx Xxxxxx Xxxxx
Senior Vice President
VARIABLE ANNUITY ACCOUNT FIVE
BY: ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxx Xxxxxx Xxxxx
----------------------
Xxxx Xxxxxx Xxxxx
Senior Vice President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ J. Xxxxxx Xxxxxx
--------------------
J. Xxxxxx Xxxxxx
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 January 2, 1997, regarding the sale of contracts funded in
Variable Annuity Account Five:
1. Seasons
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