Exhibit (e)
[FORM OF]
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of May 21, 2002 by
and between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the
"Trust") and SUNAMERICA CAPITAL SERVICES, INC., a Delaware corporation (the
"Distributor").
W I T N E S S E T H:
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WHEREAS, the Trust is engaged in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trust consists of a number of separately
designated series representing separate funds with their own objectives,
polices and restrictions ("the Portfolios"). Shares of the Trust are issued
and redeemed only in connection with investments in and payments under
variable annuity contracts, and may be sold to fund variable life contracts in
the future. Shares of the Trust are held by separate accounts of Anchor
National Life Insurance Company, an Arizona corporation, First SunAmerica Life
Insurance Company, a New York corporation, AIG Life Insurance Company, a
Delaware corporation, American International Life Assurance Company of New
York, a New York corporation and American General Life Insurance Company, a
Texas Corporation.
WHEREAS, the Trust has adopted a Plan of Distribution
pursuant to Rule 12b-1 under the Investment Company Act on behalf of each Fund
(the "Distribution Plans") and may enter into related agreements providing for
the distribution of the Shares of the Portfolios; and
WHEREAS, the Distributor is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
and
WHEREAS, the Trust wishes to engage the services of the
Distributor as distributor of the Shares of the Portfolios and the Distributor
is willing to serve in that capacity;
NOW, THEREFORE, it is hereby agreed between the parties
hereto as follows:
1. EXCLUSIVE DISTRIBUTOR. The Portfolios hereby agree
that the Distributor shall and for the period of this Agreement be exclusive
agent for distribution within the United States and its territories, and the
Distributor agrees to use its best efforts during such period to effect such
distribution of the Shares; provided, however, that nothing herein shall
prevent a Fund, if it so elects, from selling or otherwise distributing its
Shares directly to any persons other than dealers. In connection therewith, it
is contemplated that the Distributor will enter into agreements
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with selected securities dealers. The Portfolios understand that the
Distributor also acts as agent for distribution of shares of capital stock or
beneficial interest, as the case may be, of other open-end investment
companies which have entered into management and advisory agreements with the
Portfolios' current investment adviser.
2. SALE OF THE SHARES. The Distributor is authorized
as agent for the Portfolios and not as principal, to sell the Shares to other
purchasers on such terms as may be provided in the then current Prospectus of
the Portfolios; provided, however, that no sales shall be confirmed by the
Distributor at any time when, according to advice received by the Distributor
from a Portfolio, the officers of the Trust have for any reason sufficient to
them temporarily or permanently suspended or discontinued the sale and
issuance of such Portfolio's Shares. Each sale shall be effected by the
Distributor only at the applicable price, plus the applicable sales charge, if
any, determined by a Fund in the manner prescribed in its then current
Prospectus. The Distributor shall, insofar as they concern it, comply with all
applicable laws, rules and regulations including, without limiting the
generality of the foregoing, all rules or regulations made or adopted pursuant
to Section 22 of the Act by the Securities and Exchange Commission or any
securities association registered under the Exchange Act.
The Portfolios agree, as long as the Shares may
legally be issued, to fill all orders confirmed by the Distributor in
accordance with the provisions of this Agreement.
3. EXPENSES; COMPENSATION. The Distributor agrees
promptly to pay or reimburse the Portfolios for all expenses (except expenses
incurred by the Portfolios in connection with the preparation, printing and
distribution of any prospectus or report or other communication to
shareholders, to the extent that such expenses are incurred to effect
compliance with the Federal or state laws or to enable such distribution to
shareholders) (a) of printing and distributing copies of any prospectus and of
preparing, printing and distributing any other material used by the
Distributor in connection with offering the Shares for sale, and (b) of
advertising in connection with such offering. The Portfolios agree to pay all
expenses in connection with the registration of the Shares under the
Securities Act, all fees and related expenses which may be incurred in
connection with the qualification of the Shares for sale in such states (as
well as the District of Columbia, Puerto Rico and other territories) as the
Distributor may designate, and all expenses in connection with maintaining
facilities for the issue and transfer of the Shares, of supplying information,
prices and other data to be furnished by it hereunder and through its agents
of all data processing and related services related to the share distribution
activity contemplated hereby.
As compensation for its services hereunder, the
Portfolios agree to pay to the Distributor all amounts received as sales
charges as described in the Portfolios' most current Prospectus. Out of such
sales charges, the Distributor may allow such concessions or reallowances to
dealers as it may from time to time determine.
The Trust agrees to execute such documents and to
furnish such information as may be reasonably necessary, in the discretion of
the Board of Trustees ("Trustees") of the Trust, in connection with the
qualification of the Shares for sale in such states (as well as the District
of
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Columbia, Puerto Rico and other territories) as the Distributor may designate.
The Distributor also agrees to pay all fees and related expenses connected
with its own qualification as a broker or dealer under Federal or state laws
and, except as otherwise specifically provided in this Agreement or agreed to
by the Trust, all other expenses incurred by the Distributor in connection
with the sale of the Shares as contemplated in this Agreement (including the
expenses of qualifying the Trust as a dealer or broker under the laws of such
states as may be designated by the Distributor, if deemed necessary or
advisable by the Trust).
4. PROSPECTUS AND OTHER INFORMATION. The Trust
represents and warrants to and agrees with the Distributor that:
(a) The Registration Statement, including the
Prospectus and Statement of Additional Information, relating to the Shares has
been filed under both the Act and the Securities Act and has become effective.
(b) At all times during the term of this
Agreement, except when the officers of the Trust have suspended or
discontinued the sale and issuance of the Shares of a Fund as contemplated by
Section 2 hereof, the Registration Statement, Prospectus and Statement of
Additional Information will conform in all material respects to the
requirements of the Act and the rules and regulations of the Securities and
Exchange Commission, and none of such documents will include 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,
except that the foregoing does not apply to any statements or omissions in any
of such documents based upon written information furnished to the Trust by the
Distributor specifically for use therein.
(c) The Trust agrees to prepare and furnish to
the Distributor from time to time, a copy of the Prospectus, and authorizes
the Distributor to use such Prospectus, in the form furnished to the
Distributor from time to time, in connection with the sale of the Shares. The
Trust also agrees to furnish the Distributor from time to time, for use in
connection with the sale of such Shares, such information (including the
Statement of Additional Information) with respect to the Portfolios and the
Shares as the Distributor may reasonably request.
5. INDEMNIFICATION.
(a) The Trust will 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 the Trust or the Portfolios which
is utilized by the Distributor in connection with the sale of Shares of the
Fund or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or (in the case of
the Registration Statement, Prospectus and Statement of Additional
Information) necessary
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to make the statement therein not misleading 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 the Trust or the Portfolios will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in such Registration
Statement, Prospectus or Statement of Additional Information in conformity
with written information furnished to the Trust by the Distributor
specifically for use therein; and provided, further, that nothing herein shall
be so construed as to protect the Distributor against any liability to the
Trust or the Portfolios, or the security holders of the Portfolios to which
the Distributor would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence, in the performance of its duties, or by reason
of the reckless disregard by the Distributor of its obligations and duties
under this Agreement. This indemnity provision will be in addition to any
liability, which the Trust may otherwise have.
(b) The Distributor will indemnify and hold
harmless the Trust, each of its Trustees and officers and each person, if any,
who controls the Trust within the meaning of the Act, against any losses,
claims, damages or liabilities to which the Trust or any such Trustee, officer
or 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 sales material not
prepared by the Trust or the Portfolios which is utilized in connection with
the sale of the Shares or arise out of or are based upon the omissions or the
alleged omission to state therein a material fact required to be stated
therein or (in the case of the Registration Statement, Prospectus and
Statement) necessary to make the statements therein not misleading 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,
in the case of the Registration Statement, Prospectus and Statement of
Additional Information 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; and the Distributor will reimburse
any legal or other expenses reasonably incurred by the Trust or any such
Director, officer or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
provision will be in addition to any liability which the Distributor may
otherwise have.
(c) Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section, notify the indemnifying party of
the commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from liability which it may have to any indemnified party
otherwise than under this Section. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, to assume the defense thereof,
with counsel satisfactory to such indemnified
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party, and after notice from the indemnifying party to such indemnified party
of its election to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation.
6. TERM OF AGREEMENT. This Agreement 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 in the manner required by the Act, and the Distributor has not have
notified the Trust in writing at least 60 days prior to the anniversary date
of the previous continuance that it does not desire such continuance. This
Agreement may be terminated at any time, without payment of penalty by the
Trust on 60 days' written notice to the Distributor by vote of the Trustees of
the Trust or by vote of a majority of the outstanding voting securities of the
Trust (as defined by the Act). This Agreement shall automatically terminate in
the event of its assignment (as defined by the Act).
7. MISCELLANEOUS. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
giving effect to principles of conflict of laws. Anything herein to the
contrary notwithstanding, this Agreement shall not be construed to require or
to impose any duty upon either of the parties to do anything in violation of
any applicable laws or regulations.
IN WITNESS WHEREOF, the Trust and the Distributor have
caused this Agreement to be executed by their duly authorized officers as of
the date above written.
SUNAMERICA SERIES TRUST
By:
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Name:
Title:
SUNAMERICA CAPITAL SERVICES, INC.
By:
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Name:
Title:
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