EXHIBIT (h)(3)
[FORM OF]
ADDENDUM TO FUND PARTICIPATION AGREEMENT
This ADDENDUM, is dated as of ____________, between [NAME] LIFE
INSURANCE COMPANY (the "Life Company"), a life insurance company organized under
the laws of the State of [NAME], on behalf of itself and on behalf of [NAME]
SEPARATE ACCOUNT (the "Account"), a separate account of [NAME] existing pursuant
to the laws of the State of [NAME] and ANCHOR SERIES TRUST ("Fund"), an open-end
management investment company established pursuant to the laws of the
Commonwealth of Massachusetts under a Declaration of Trust dated
_______________, as amended from time to time, which is composed of the separate
investment portfolio(s) of the Fund listed on Schedule A attached hereto (the
"Portfolio(s)").
WHEREAS, the Fund and the Life Company have entered into a Fund
Participation Agreement dated ___________________, as amended from time to time
(the "Anchor Series Trust Fund Participation Agreement"); and
WHEREAS, the Fund 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 Fund; and
WHEREAS, the Fund has adopted a distribution plan pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, (the "Act") with
respect to its Class 3 shares (the "12b-1 Plan") 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 Account) and the
Fund hereby agree as follows:
1. The Fund agrees to pay the Life Company 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 Fund issued to the Life
Company. The parties to this Agreement recognize and agree that the purpose of
such service fee is to compensate the Life Companies for costs associated with
the servicing of the Class 3 shares of the Fund, 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 Fund. The parties to this Agreement
further recognize and agree that such services are not intended to relate to the
sale, promotion or marketing of the Class 3 shares of the Fund. Nothing herein
shall prohibit the Life Company 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 Life Company agrees to furnish the Fund, 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 Fund and the
purposes for which such expenditures were made.
3. 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 Fund, including a majority of the Trustees who are not interested persons
of Anchor Series Trust (the "Disinterested Trustees") as defined in 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 Act.
4. 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:
(1) 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
(2) at any time, without payment of any penalty, upon a
vote terminating the Rule 12b-1 Plan 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 notice.
The termination of the Addendum with respect to any Portfolio shall not
affect the continued effectiveness of the Anchor Series Trust Fund Participation
Agreement, or the continued effectiveness of this Addendum with respect to any
other Portfolio otherwise subject thereto.
5. 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] LIFE INSURANCE COMPANY
By: __________________________________
Name :
Title:
VARIABLE SEPARATE ACCOUNT
BY: [NAME] LIFE INSURANCE COMPANY
By: __________________________________
Name :
Title:
ANCHOR SERIES TRUST
By: __________________________________
Name:
Title:
Acknowledged and Agreed:
AIG SUNAMERICA CAPITAL SERVICES, INC.
By: ___________________________________ Dated: ___________________
Name:
Title
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SCHEDULE A
PORTFOLIO(s)
[List Portfolio(s)]
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