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Exhibit 3(a)
DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into as of this 16th day of November, 1998, is
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 SEVEN ("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 issues 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 August 28, 1998, 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. 811-09003); and
WHEREAS, the Contracts to be issued by Anchor are registered with the
Commission under the Securities Act of 1933 (the "Act") (File No. 33-63511) 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 desires to obtain the services of the 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. The Distributor will serve as distributor on an agency basis for the
Contracts which will be issued by Anchor 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.
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3. Subject to agreement of Anchor, 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 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 for purposes of the federal securities laws
for the distribution of Contracts issued through the Separate
Account.
4. Warranties
(a) Anchor 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
by the 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 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 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
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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 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 the 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) The Distributor represents and warrants 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;
(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 by the 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
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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 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. 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 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 connection 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 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 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.
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 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 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 reserves the right at any time to suspend or limit the public
offering of the subject Contracts.
15. Anchor 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 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, upon sixty days' advance written notice
to the Distributor; or
(b) at the option of the Distributor upon 90 days' written notice to
Anchor; or
(c) at the option of Anchor 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 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 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 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 is in conformity with information
furnished to Anchor specifically for use therein; and provided,
further, that nothing herein shall be so construed as to protect
the Distributor against any liability to Anchor 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, 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.
22. This Agreement covers and includes all agreements, verbal and
written, between Anchor 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 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:
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Xxxxx X. Xxxxxx
Senior Vice President
VARIABLE ANNUITY ACCOUNT SEVEN
By: ANCHOR NATIONAL LIFE
INSURANCE COMPANY
By:
----------------------------------------
Xxxxx X. Xxxxxx
Senior Vice President
SUNAMERICA CAPITAL SERVICES, INC.
By:
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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 November 16, 1998 regarding the sale of the following
contracts funded in Variable Annuity Account Seven:
1. Polaris Plus Variable Annuity
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