Exhibit (h)(iii)
[FORM OF]
ADDENDUM TO FUND PARTICIPATION AGREEMENT FOR CLASS 3 SHARES
This ADDENDUM, is dated as of February 14, 2005, between AIG SUNAMERICA
LIFE ASSURANCE COMPANY (formerly, 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 on behalf of VARIABLE ANNUITY ACCOUNT
FIVE ("Variable Account"), a separate account of Anchor National existing
pursuant to the laws of the State of Arizona, and SEASONS SERIES TRUST ("Fund"),
an open-end management investment company established pursuant to the laws of
the Commonwealth of Massachusetts under a Declaration of Fund dated October 11,
1995 which is composed of the separate investment portfolio(s) of the Trust
listed on Schedule A attached hereto (the "Portfolio(s)").
WHEREAS, the Fund and Anchor National have entered into a Fund
Participation Agreement dated January 2, 1997, as amended August 27, 2002 (the
"Seasons Fund Participation Agreement"); and
WHEREAS, the Fund has agreed to pay Anchor National a service fee to
reimburse Anchor National 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,
Anchor National (on behalf of itself and the Variable Account) and the Fund
hereby agree as follows:
1. The Fund agrees to pay Anchor National 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. The parties to this Agreement
recognize and agree that the purpose of such service fee is to reimburse Anchor
National 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
Anchor National 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. Anchor National 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
Seasons (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:
(a) 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
(b) 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 Seasons 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 Anchor National 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.
ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: __________________________________
Xxxx Xxxxxx Xxxxx
Senior Vice President
VARIABLE ANNUITY ACCOUNT FIVE
BY: ANCHOR NATIONAL LIFE INSURANCE
COMPANY
By: __________________________________
Xxxx Xxxxxx Xxxxx
Senior Vice President
SEASONS SERIES TRUST
By: __________________________________
Xxxx X. Xxxxxx
Vice President and Assistant
Secretary
Acknowledged and Agreed:
SUNAMERICA CAPITAL SERVICES, INC.
By: ______________________________
-3-
SCHEDULE A
EFFECTIVE FEBRUARY 14, 2005
PORTFOLIO(s)
Multi-Managed Growth Portfolio
Multi-Managed Moderate Growth Portfolio
Multi-Managed Income/Equity Portfolio
Multi-Managed Income Portfolio
Asset Allocation: Diversified Growth Portfolio
Stock Portfolio
Large Cap ValuePortfolio
Large Cap Composite Portfolio
Large Cap Growth Portfolio
Mid Cap Value Portfolio
Mid Cap Growth Portfolio
Small Cap Portfolio
International Equity Portfolio
Diversified Fixed Income Portfolio
Cash Management Portfolio
Focus Growth Portfolio
Focus Growth and Income Portfolio
Focus TechNet Portfolio
Focus Value Portfolio
Strategic Fixed Income Portfolio
-4-
