DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into as of this _____ day of ________,2002 is
among AIG SUNAMERICA LIFE ASSURANCE COMPANY (f.k.a and d/b/a ANCHOR NATIONAL
LIFE INSURANCE COMPANY ("Anchor National"), a life insurance company organized
under the laws of the State of Arizona, on behalf of itself and VARIABLE ANNUITY
ACCOUNT NINE ("Separate Account"), a Separate Account established by Anchor
National 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 National issues to the public certain variable annuity
contracts identified on the contract specification sheet attached hereto as
Attachment A ("Contracts"); and
WHEREAS, Anchor National, by resolution adopted on February 4, 2002,
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. 811-21039); and
WHEREAS, the Contracts to be issued by Anchor National are registered
with the Commission under the Securities Act of 1933 (the "Act") 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 National desires to obtain the services of the
Distributor as distributor of said Contracts issued by Anchor National 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 National, 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 National 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 agreement of Anchor National, 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 National 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 National for purposes of the federal securities laws
for the distribution of Contracts issued through the Separate
Account.
4. Warranties
(a) Anchor National 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 National by the
Distributor expressly for use therein;
(iii) Anchor National 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 National 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 National is a party or by which
Anchor National is bound, Anchor National'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 National 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 National 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 National or
the Separate Account is a party or of which any
property of Anchor National 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 National, if
determined adversely to Anchor National, would
individually or in the aggregate have a material
adverse effect on the financial position,
surplus or operations of Anchor National.
(b) The Distributor represents and warrants to Anchor
National 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 National by the
Distributor expressly for use therein, such
Registration Statement and any amendments or
supplements thereto will, when they become
effective or are filed
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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. The Distributor, or an affiliate thereof, shall keep, or cause
to be kept, in a manner and form prescribed or approved by
Anchor National 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 National and with respect to
its activities under this Agreement for Anchor National. 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 National 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 connections 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 National 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
National 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
National.
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 National
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 National 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 National reserves the right at any time to suspend or
limit the public offering of the subject Contracts.
15. Anchor National 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 National 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 National, upon sixty days'
advance written notice to the Distributor; or
(b) at the option of the Distributor upon 90 days' written
notice to Anchor National; or
(c) at the option of Anchor National 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 National 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 National
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 National 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 in conformity with information
furnished to Anchor National specifically for use
therein; and provided, further, that nothing herein
shall be so construed as to protect the Distributor
against any liability to Anchor National 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 National, 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 National.
22. This Agreement covers and includes all agreements, verbal and
written, between Anchor National 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 National 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:
-------------------------------------------
XXX X. XXXXXXX
President
VARIABLE ANNUITY ACCOUNT NINE
By: ANCHOR NATIONAL LIFE
INSURANCE COMPANY
By:
-------------------------------------------
XXX X. XXXXXXX
President
SUNAMERICA CAPITAL SERVICES, INC.
By:
-------------------------------------------
J. XXXXXX NEAMITZ
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 ______, 2002, regarding the sale of the following contracts
funded in Variable Annuity Account Nine:
1. Alliance Ovation Advantage Variable Annuity
2. Alliance Ovation Variable Annuity
3. Alliance Ovation Plus Variable Annuity
4. Alliance Ovation Advisor Variable Annuity
5. Alliance Ovation Access Variable Annuity
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