Exhibit (h)(iii)
[FORM OF]
ADDENDUM TO FUND PARTICIPATION AGREEMENT FOR CLASS A SHARES
This ADDENDUM, is dated as of May 21, 2002, between [NAME OF
LIFE COMPANY] (the "Life Company"), a life insurance company organized under the
laws of the State of ___________, on behalf of itself and on behalf of VARIABLE
SEPARATE ACCOUNT ("Variable Account"), a separate account of the Life Company
existing pursuant to the laws of the State of __________, and SUNAMERICA SERIES
TRUST ("Portfolio"), an open-end management investment company established
pursuant to the laws of the Commonwealth of Massachusetts under a Declaration of
Trust dated September 11, 1992, as amended from time to time, which is composed
of the separate investment portfolio(s) of the Trust listed on Schedule A
attached hereto (the "Portfolio(s)").
WHEREAS, the Portfolio and the Life Company have entered into a
Portfolio Participation Agreement dated ________________, as amended for time to
time (the "SAST Portfolio Participation Agreement"); and
WHEREAS, the Portfolio has adopted a distribution plan pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended, (the "1940 Act")
with respect to its Class A shares (the "12b-1 Plan");
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 Variable Account)
and the Portfolio hereby agree as follows:
1. The Portfolio may from time to time participate in directed
brokerage programs, approved by the Trustees, whereby a portion of the
brokerage commissions generated by the Portfolio may be used to make
payments to SunAmerica Capital Services, Inc. (the "Distributor") to
finance various distribution activities. Such payments to the
Distributor shall not exceed .75% of the average daily net assets
attributable to Class A shares of the Portfolio to compensate the
Distributor and certain financial intermediaries ("Financial
Intermediaries") for financing activities principally intended to
result in the sale of Shares of the Portfolio. This Plan shall cover
such payments to the extent they are deemed to relate, under Rule
12b-1, to the financing of any activity that is primarily intended to
result in the sale of such shares. The amount of the payments shall be
subject to applicable laws and regulations.
2. The Distributor agrees to furnish the Portfolio, 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 A shares of the Portfolio 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 Portfolio, including a majority of the Trustees who are
not interested persons of SunAmerica Series Trust (the "Disinterested
Trustees") as defined in the 1940 Act, who have no direct or indirect
financial interest in the operation of the 12b-1 Plans or any agreement
related to it (the "12b-1 Trustees"), in the manner required by the
1940 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 A 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
A 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 SAST Portfolio 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 distribution fee paid to the Distributor 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
[NAME OF LIFE INSURANCE COMPANY]
By: __________________________________
Name:
Title:
VARIABLE SEPARATE ACCOUNT
BY: [NAME OF LIFE INSURANCE COMPANY]
By: __________________________________
Name:
Title:
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SUNAMERICA SERIES TRUST
By: __________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Assistant Secretary
Acknowledged and Agreed:
SUNAMERICA CAPITAL SERVICES, INC.
By: ___________________________________ Dated: ______________, 2002
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
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SCHEDULE A
PORTFOLIOS OF SUNAMERICA SERIES TRUST
Corporate Bond Portfolio
Global Bond Portfolio
High-Yield Bond Portfolio
Worldwide High Income Portfolio
SunAmerica Balanced Portfolio
MFS Total Return Portfolio
Asset Allocation Portfolio
Telecom Utility Portfolio
Equity Index Portfolio
Equity Income Portfolio
Growth-Income Portfolio
Federal Value Portfolio
Xxxxx Venture Value Portfolio
"Dogs" of Wall Street Portfolio
Alliance Growth Portfolio
Xxxxxxx Sachs Research Portfolio
MFS Growth and Income Portfolio
Xxxxxx Growth Portfolio
Blue Chip Growth Portfolio
Real Estate Portfolio
Small Company Value Portfolio
MFS Mid-Cap Growth Portfolio
Aggressive Growth Portfolio
Growth Opportunities Portfolio
Xxxxxxx Growth Portfolio
International Growth and Income Portfolio
Global Equities Portfolio
International Diversified Equities Portfolio
Emerging Markets Portfolio
Technology Portfolio
Foreign Value Portfolio
Small & Mid Cap Value Portfolio
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