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EXHIBIT (3)(A)
DISTRIBUTION AGREEMENT
THIS AGREEMENT, entered into as of this th day of , 1995,
is among ANCHOR NATIONAL LIFE INSURANCE COMPANY ("Anchor National"), a life
insurance company organized under the laws of the State of California, on behalf
of itself and VARIABLE ANNUITY ACCOUNT TWO - T ("Separate Account"), a separate
account established by Anchor National pursuant to the insurance laws of the
State of California, and VISTA BROKER-DEALER SERVICES ("Distributor"), a
corporation organized under the laws of the State of Maryland.
WITNESSETH:
WHEREAS, Anchor National intends to issue certain flexible payment
deferred annuity contracts under the name "Vista Advantage Advisor" (the
"Contracts") which will permit allocation of premium payments and contract value
to the Separate Account and/or Anchor National's general account ("Fixed Account
Options"); and
WHEREAS, Anchor National, by resolution adopted on April 2, 1995,
established the Separate Account on its books of account, for the purpose of
supporting variable benefits under the Contracts; and
WHEREAS, the Separate Account will invest in an investment company
("Trust") which will be managed by The Chase Manhattan Bank, N.A. ("Chase");
WHEREAS, the Separate Account has been registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940 ("1940 Act") (File No. 811- ); and
WHEREAS, two registration statements for the Contracts, one on Form N-4
relating to the Separate Account and one on Form S-1 relating to the Fixed
Account Options (collectively, the "Registration Statements"), have been filed
with the Commission under the Securities Act of 1933 (the "1933 Act") (File Nos.
33- and 33- , respectively); and
WHEREAS, the two Registration Statements include the same prospectus, and
the same definitive form of the prospectus will be used from time to time to
offer both the Separate Account and the Fixed Account Options under the
Contracts (herein, the "Prospectus"); and
WHEREAS, the Distributor, a broker-dealer registered under the Securities
Exchange Act of 1934 (the "1934 Act") and a member of the National Association
of Securities Dealers, Inc. ("NASD"), proposes to act as distributor on an
agency basis in the marketing and distribution of the Contracts;
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and conditions set forth herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Anchor National, the
Separate Account and Distributor hereby agree as follows:
1. Authorization of Distributor
(a) The Distributor will serve as distributor on an agency basis
for the Contracts. This authorization is exclusive until this
Agreement is terminated or the authorization is otherwise terminated
pursuant to an amendment hereto. The Distributor represents that it
will actively engage in its duties under this Agreement on a
continuous basis while the Registration Statements (or any other
registration statements filed and declared effective in lieu
thereof) for the Contracts are effective, consistent with its
business and relationship with Chase pursuant to the Omnibus
Agreement described in Section 14
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hereof, and subject to applicable material market and regulatory
conditions and any other restrictions that may become applicable to
its activities. Anchor National reserves the right at any time to
suspend or limit the public offering of the Contracts, upon written
notice to Distributor.
(b) It is understood that Distributor has no present intention of
engaging in sales of the Contracts on a retail basis (although it
reserves the right to do so), and intends to restrict its
distribution activities to wholesaling activities, and in that
regard will recruit and recommend for appointment by Anchor National
duly registered broker-dealers and licensed insurance agents
(together, "Selling Broker-Dealers") to sell the Contracts on a
retail basis directly to purchasers, subject to the provisions of
this Agreement and a selling agreement to be entered into between
Anchor National, Distributor and such Selling Broker-Dealer.
Distributor will provide information and marketing assistance to
Selling Broker-Dealers. Distributor shall use its reasonable best
efforts to enter into selling agreements for the Contracts with
those persons currently selling the Vista family of mutual funds.
(c) For so long as the Contracts are still being publicly offered,
Anchor National will use its reasonable best efforts to assure that
the Contracts are continuously registered under the 1933 Act and,
should it ever be required, under state securities laws, and will
use reasonable efforts to ensure that the Contracts are approved
under state insurance laws when and where necessary so that the
Contracts may be offered continuously. Anchor National shall
provide internal marketing support for Distributor's wholesaling
efforts appropriate for the Contracts, including providing
wholesaler training, advanced markets and retirement plan support,
sales ideas, competitive information and other market research, and
illustrative software.
2. Authorization of Selling Broker-Dealers. Anchor National and the
Distributor shall enter into selling agreements ("Selling Agreements")
with Selling Broker-Dealers, which shall be broker-dealers registered
under the 1934 Act and authorized by applicable state insurance law to
sell variable annuity contracts. Selling Agreements shall contain the
written representations of Selling Broker-Dealers that all individuals
who offer and sell the Contracts pursuant to the Selling Agreements on
behalf of such Selling Broker-Dealers are duly registered representatives
of such Broker-Dealers and are fully licensed as insurance agents under
applicable state insurance laws. Anchor National alone shall be
responsible for appointing Selling Broker-Dealers and all persons
selling the Contracts on their behalf in accordance with applicable state
insurance law, it being understood that Anchor National may refuse to
appoint a person or to pay appointment fees with respect to the
appointment of a person, to the extent consistent with Anchor National's
internal policies applicable to all persons selling its products.
Distributor shall have no responsibility in this regard. Anchor National
alone shall be responsible for communicating to all Selling
Broker-Dealers and their personnel, all policies and procedures
applicable to them as such appointed agents of Anchor National.
3. Distributor's Compliance with Applicable Law. Distributor shall be
responsible for its compliance, in connection with its duties as
distributor of the Contracts under this Agreement, with the requirements
of: (a) the 1934 Act; (b) any state securities laws to the extent
broker-dealer registration requirements imposed thereby are applicable to
it in performing such duties; (c) NASD filing requirements with respect
to any advertisements and sales literature for the Contracts, regardless
of which person prepared such material; and (d) all applicable state
insurance laws and
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regulations relating to licensed insurance agents, it being understood
that a person associated with Distributor, rather than Distributor
itself, may hold a corporate insurance agent's license in certain states
in which the performance of such duties requires an insurance agent's
license. Without limiting the foregoing, Distributor shall be
responsible for ensuring that all individuals associated with Distributor
who are offering and selling the Contracts on its behalf are licensed as
insurance agents under applicable state insurance laws. Anchor National
shall appoint and maintain the appointment of Distributor as necessary or
appropriate for Distributor to engage in the offer and sale of the
Contracts during the term of this Agreement, and in that regard shall
appoint any individuals associated with Distributor and designated by
Distributor as agents acting on its behalf, provided, however, that
Anchor National reserves the right to refuse to appoint any such person,
consistent with its duties and responsibilities under applicable
insurance law. Anchor National shall be responsible for the payment of
all fees and the making of all filings required to effect such
appointments during the term of this Agreement. Distributor shall
conduct its affairs in accordance with the Rules of Fair Practice of the
NASD.
4. Representations and Warranties
(a) Anchor National represents and warrants to Distributor on the
effective date of this Agreement that:
(1) Anchor National is validly existing as a corporation in
good standing under the laws of the state of California with
power (corporate or otherwise) to own its properties and
conduct its business in the manner described in the
Registration Statements, is duly qualified to transact the
business of a life insurance company and to issue variable
annuity products, and is in good standing, in the state of
California.
(2) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate action by
Anchor National, and when so executed and delivered this
Agreement shall be the valid and binding obligation of Anchor
National enforceable in accordance with its terms.
(3) Consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms of this Agreement,
will not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice
or lapse of time) a default under, the articles of
incorporation or bylaws of Anchor National, or any indenture,
agreement, mortgage, deed of trust, or other instrument to
which Anchor National is a party or by which it is bound, or
violate any law, or, to the best of Anchor National's
knowledge, any order, rule or regulation applicable to Anchor
National of any court or of any federal or State regulatory
body, administrative agency or any other governmental
instrumentality having jurisdiction over Anchor National or any
of its properties.
(b) Anchor National further represents and warrants to Distributor,
on the effective date of each Registration Statement for the
Contracts, that:
(1) Anchor National has filed with the Commission all
statements, notices, and other documents required for
registration of the Contracts, the Separate Account and the
Fixed Account Option
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under the provisions of the 1933 Act and the 1940 Act and
regulations thereunder; and, in particular, but not by way of
limitation, has filed as exhibits thereto, all contracts or
documents of Anchor National relating to the Contracts or the
Separate Account or Fixed Account Option which are required to
be filed as exhibits thereto by the 1933 Act or the 1940 Act or
regulations thereunder. Notwithstanding the foregoing, the
parties recognize that this Agreement, in the form in which it
is executed, has not been filed with the Registration Statement
(an earlier form having been so filed) and it is the intention
of Anchor National to file a form of this Agreement with the
first post-effective amendment to the Registration Statement.
(2) Anchor National has obtained all necessary orders of
exemption or approval from the Commission to permit the
distribution of the Contracts pursuant to this Agreement and to
permit the establishment and operation of the Separate Account
as contemplated in the Registration Statements, and such orders
apply to Distributor, as principal underwriter for the
Contracts and for the Separate Account.
(3) Each Registration Statement has been declared effective by
the Commission or has become effective in accordance with
applicable regulations. Anchor National has not received any
notice from the Commission with respect to either Registration
Statement pursuant to Section 8(e) of the 1940 Act, and no stop
order under the 1933 Act has been issued, and no proceeding
therefor has been instituted or threatened by the Commission.
(4) Each Registration Statement complies in all material
respects with applicable provisions of the 1933 Act and the
1940 Act and regulations thereunder, and no Registration
Statement contains an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, in
light of the circumstances in which they were made; provided,
however, that none of the representations and warranties in
this Section 5 shall apply to statements or omissions from a
Registration Statement made in reliance upon and in conformity
with information furnished to Anchor National by Distributor
expressly for use therein.
(5) The Contracts have been duly and validly authorized and,
when issued and delivered against payment therefor, will be
duly and validly issued and will conform in all material
respects to the description of such Contracts in the
Registration Statement.
(6) The Separate Account has been duly established by Anchor
National and conforms to the description thereof in the
Registration Statement.
(7) The form of the Contracts have been or prior to
commencement of sale will be duly approved to the extent
required by the California insurance commission or otherwise
have been cleared for the sale of the Contracts in such state.
(8) The Contracts and the Separate Account have been duly
registered with each state securities
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commission, agency or other governmental body charged with the
regulation of securities (herein, "securities commission") to
the extent required by such state, except where failure to
effect such registration would not have a material adverse
effect on the marketing of the Contracts.
(9) No other consent, approval, authorization or order of any
court or governmental authority or agency is required for the
issuance or sale of the Contracts, the establishment or
operation of the Separate Account, or for the consummation of
the transactions contemplated by this Agreement, that has not
been obtained, except where the failure to obtain such consent,
approval or authorization would not have a material adverse
effect on the marketing of the Contracts.
(c) Distributor represents and warrants to Anchor National that:
(1) Distributor is validly existing as a corporation in good
standing under the laws of the State of Maryland, with power
(corporate or other) to own its properties and conduct its
business as a broker-dealer in securities and has been duly
qualified for the transaction of such business and is in good
standing under the laws of each other jurisdiction in which it
owns or leases properties, or conducts any business, so as to
require such qualification;
(2) Distributor is registered as a broker-dealer with all
federal and state authorities with which such registration is
required to carry out its obligations as contemplated by this
Agreement, and either Distributor or an associated person
thereof is licensed as an insurance agent with all state
authorities with whom such licensing is required for
Distributor to carry out its obligations as contemplated by
this Agreement;
(3) The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate action by
Distributor, and when so executed and delivered, this Agreement
shall be the valid and binding obligation of Distributor
enforceable in accordance with its terms.
(4) Consummation of the transactions contemplated by this
Agreement, and the fulfillment of the terms of this Agreement,
will not conflict with, result in any breach of any of the
terms or provisions of, or constitute (with or without notice
or lapse of time) a default under, the articles of
incorporation or by-laws of Distributor, or any indenture,
agreement, mortgage, deed of trust, or other instrument to
which Distributor is a party or by which Distributor is bound,
or violate any law, or, to the best of Distributor's knowledge,
any order, rule or regulation applicable to Distributor of any
court or of any federal or State regulatory body,
administrative agency or any other governmental instrumentality
having jurisdiction over Distributor or any of its properties;
and
(5) There are no material legal or governmental proceedings
pending to which Distributor is a party or of which any
property of Distributor is
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the subject which, if determined adversely to Distributor,
would individually or in the aggregate have a material adverse
effect on the financial position, surplus or operations of
Distributor.
(6) To the extent that any statements or omissions made in any
Registration Statement for the Contracts, or any amendment or
supplement thereto, are made in reliance upon and in conformity
with information furnished to Anchor National by Distributor
expressly for use therein, such information shall conform in
all material respects to the requirements of the Act and the
rules and regulations of the Commission thereunder and, with
respect to the presentation of such information, will not
contain 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.
5. Undertakings of Anchor National
(a) For so long as the Contracts are being publicly offered, Anchor
National shall use its best efforts to maintain the registration of
the Contracts, the Fixed Account Option and the Separate Account
with the Commission and to maintain any registrations and approvals
of the Contracts, the Fixed Account Option and the Separate Account
with any securities or insurance commission or agency of any state
whose securities or insurance laws require registration or approval
of the Contracts, the Fixed Account Option or the Separate Account
for purposes of the distribution contemplated by this Agreement
(except where failure to effect or maintain such registration with a
state would not have a material adverse effect on the marketing of
the Contracts), such efforts to include, without limitation, best
efforts to prevent a stop order from being issued by the Commission
or any such state commission or, if a stop order has been issued, to
cause such stop order to be withdrawn.
(b) Anchor National shall take all action required to cause the
Separate Account to comply, and to continue to comply, with the
provisions of the 1940 Act and regulations and exemptions thereunder
applicable to the Separate Account as a registered investment
company classified as a unit investment trust and a separate account
under the 1940 Act, and shall not take any action unilaterally, in
its capacity as depositor for the Separate Account, that would cause
Distributor to be in violation of the 1940 Act.
(c) Anchor National shall provide Distributor with a preliminary
draft of any amendment to a Registration Statement, supplement to
the Prospectus, exemptive application or no-action request to be
filed with the Commission in connection with the Contracts, the
Fixed Account Option and/or the Separate Account. Anchor National
shall provide Distributor with a reasonable opportunity to review
and comment on any such draft before any such material is filed with
the Commission. Anchor National shall furnish Distributor with
copies of any such material or amendment thereto, as filed with the
Commission, promptly after the filing thereof, and any Commission
communication or order with respect thereto, promptly after receipt
thereof. Anchor National shall maintain and keep on file in its
principal executive office any file memoranda or any supplemental
materials referred to in any such Registration Statement,
Prospectus, exemptive application and no-action request and shall,
as necessary, amend such memoranda or materials
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and shall provide or otherwise make available copies of such
memoranda and materials to the Distributor.
(d) Anchor National shall provide Distributor access to such
records, officers and employees of Anchor National at reasonable
times as Distributor may request is necessary to enable Distributor
to fulfill its obligation, as the underwriter under the 1933 Act for
the Contracts and as principal underwriter for the Separate Account
under the 1940 Act, to perform due diligence and to use reasonable
care.
(e) Anchor National shall timely file each post-effective amendment
to a Registration Statement, Prospectus, Rule 24f-2 notice, annual
report on Form N-SAR, and all other reports, notices, statements,
and amendments required to be filed by or for Anchor National and/or
the Separate Account with the Commission under the 1933 Act, the
1934 Act and/or the 1940 Act or any applicable regulations, and
shall pay all filing or registration fees payable in connection
therewith. To the extent there occurs an event or development
(including, without limitation, a change of applicable law,
regulation or administrative interpretation), which in Anchor
National's reasonable judgment warrants an amendment to either the
Registration Statement or a supplement to the Prospectus, Anchor
National shall endeavor to prepare, subject to the Distributor's
right to review such material provided in Section 5(c), and file
such amendment or supplement with the Commission with all deliberate
speed.
6. Notification of Material Developments
(a) Anchor National and Distributor each agree to notify the other
in writing upon (i) being apprised of the institution of any
proceeding, investigation or hearing involving the offer or sale of
the Contracts, (ii) the happening of any material event, if known by
such notifying party, which makes untrue any statement made in a
Registration Statement or which requires the making of a change
therein in order to make any statement made therein not materially
misleading; or (iii) upon becoming aware that any Prospectus, sales
literature or other printed matter or material used in marketing and
distributing any Contract contains an untrue statement of a material
fact or omits to state a material fact necessary in order to make
the statements made therein, in light of the circumstances in which
they were made, not misleading.
(b) In addition, Anchor National shall notify the Distributor
immediately or in any event as soon as possible under the following
circumstances:
(1) Of any request by the Commission for any amendment to a
Registration Statement, for any supplement to the Prospectus,
or for additional information relating to the Contracts;
(2) Of the issuance by the Commission of any stop order with
respect to a Registration Statement or any amendment thereto,
or the initiation of any proceedings for that purpose or for
any other purpose relating to the registration and/or offering
of the Contracts;
(3) Of any loss or suspension of the approval of the Contracts
or distribution thereof by an insurance commission of any
state, any loss or suspension of Anchor National's certificate
of authority to do business or to issue variable annuity
products in any state.
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7. Books and Records. With respect to the issuance and servicing of
the Contracts, and execution of transactions thereunder carried out by
Anchor National (or a person acting pursuant to its authorization),
Anchor National shall keep records and books relating thereto in a manner
and form prescribed by and in accordance with Rules 17a-3 and 17a-4 under
the 1934 Act as are required to be maintained by Distributor as a
registered broker-dealer acting as distributor for the Contracts. Anchor
National acknowledges that it shall maintain such records and books on
behalf of Distributor and shall make such records and books of account
available for inspection by the Commission. Distributor shall have the
right to inspect and make copies of such records and books of account at
any time on demand.
8. Authorized Marketing Materials
(a) Subsequent to having been notified by Anchor National to
commence offers and sales of the Contracts, the Distributor, in
connection with its distribution activities hereunder, will utilize
no Prospectus purporting to meet the requirements of Section 10(a)
of the 1933 Act other than the one so designated by Anchor National.
As to other types of sales material used in connection with its
distribution activities, the Distributor agrees that it will use,
and pursuant to Selling Agreements will require Selling
Broker-Dealers to use, only sales materials as have been authorized
in writing for use by Anchor National, and which have been filed by
Distributor with the NASD, and approved where necessary or required.
For purposes of this Agreement, the phrase "sales material"
includes, but is not limited to, advertisements (such as material
published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other
public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public,
including brochures, circulars, research reports, market letters,
form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), Registration
Statements, Prospectuses, Statements of Additional Information,
shareholder reports, and proxy materials.
(b) The Distributor will not distribute any Prospectus, sales
material, or any other printed matter or material in the marketing
and distribution of any Contract if, to the knowledge of the
Distributor, any of the foregoing contains any untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements made therein, in the light of the
circumstances with which they were made, not misleading.
9. Compensation. The Distributor, as distributor of the Contracts,
shall not be entitled to any remuneration from Anchor National or its
affiliates.
10. Remittance of Premium Payments. All premium payments collected on
the sale of the Contracts by the Distributor, if any, shall be
transmitted to Anchor National for immediate allocation to the Separate
Account and/or Fixed Account Option in accordance with the directions
furnished by the purchasers of such Contracts.
11. Termination. This Agreement will terminate automatically upon its
assignment to any person. This Agreement shall terminate, without the
payment of any penalty by any party:
(a) at the option of Anchor National, upon 60 days' advance written
notice to the Distributor; or
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(b) at the option of the Distributor upon 60 days' advance written
notice to Anchor National; or
(c) at the option of Anchor National upon written notice of such
termination to the Distributor, if formal proceedings against the
Distributor involving the offer or sale of the Contracts by the NASD
or by the Commission are instituted; or
(d) at the option of the Distributor upon written notice of such
termination to Anchor National, if formal proceedings against Anchor
National by a state insurance regulatory agency initiating seizure
or with respect to the Contracts are instituted; or
(e) at the option of either party if the offering and sale of the
Contracts is terminated or if the Omnibus Agreement defined in
Section 14 hereof is terminated; or
(f) at the option of either party upon written notice of such
termination to the other parties, if any other party or any
representative thereof at any time (i) in connection with the offer
or sale of the Contracts (A) employs any device, scheme, or artifice
to defraud; (B) 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 (C) engages in any act, practice, or course
of business which operates or would operate as a fraud or deceit
upon any person; or (ii) breaches its representations or warranties
under this Agreement.
12. Notice. Each notice required by this Agreement shall be given in
writing and shall be deemed to have been given if delivered personally,
given by facsimile or mailed by registered or certified mail (return
receipt requested) or by Federal Express or other overnight delivery as
follows:
if to Anchor National or the Separate Account:
c/o SunAmerica Inc.
0 XxxXxxxxxx Xxxxxx
Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx
Vice President
with a copy to:
SunAmerica Inc.
0 XxxXxxxxxx Xxxxxx
Xxxxxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
Vice President, General
Counsel - Corporate
Affairs and Secretary
if to Distributor:
Vista Broker-Dealer Services, Inc.
000 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
with a copy to:
Vista Broker-Dealer Services, Inc.
11th Floor
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxxxx
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Vice President
13. Indemnification
(a) Anchor National shall indemnify and hold harmless Distributor
and its affiliates and each of their respective directors and
officers and each person, if any, who controls Distributor and its
affiliates against any and all losses, claims, damages, liabilities
or litigation (including legal and other expenses), arising out of
activities undertaken pursuant to this Agreement, to which
Distributor and its affiliates or such directors, officers or
controlling persons may become subject, under any statute, at common
law, or otherwise, which (i) may be based upon any wrongful act or
breach of this Agreement by Anchor National, or any of its employees
or representatives (other than any insurance agents appointed
pursuant to this Agreement or a Selling Agreement), any affiliate of
or any person acting on behalf of Anchor National; (ii) may be based
upon a breach of the warranties made by Anchor National set forth in
this Agreement; or (iii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statements, Prospectus or Statement of Additional
Information for the Contracts or any other written sales material
prepared exclusively by Anchor National 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 or necessary to make
the statements therein not misleading (but not if such untrue
statement or alleged untrue statement or omission or alleged
omission was made in conformity with information furnished to Anchor
National by Distributor specifically for use therein), provided,
however, that in no case is Anchor National's indemnity in favor of
a director or officer or any other person deemed to protect such
director or officer or other person against any liability to which
any such person 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 of
obligations and duties under this Agreement.
(b) Distributor shall indemnify and hold harmless Anchor National
and its affiliates and each of their respective directors and
officers and each person, if any, who controls Anchor National
against any and all losses, claims, damages, liabilities or
litigation (including legal and other expenses) arising out of
activities undertaken pursuant to this Agreement, to which Anchor
National or its affiliates, or such directors, officers or
controlling person may become subject, under any statute, at common
law, or otherwise, which (i) may be based upon any wrongful act or
breach of this Agreement by Distributor or any of its employees or
representatives any affiliate or any person acting on behalf of
Distributor; (ii) may be based upon a breach of the warranties made
by Distributor set forth in this Agreement; or (iii) may be based on
an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statements, Prospectus or Statement of
Additional Information for the Contracts or any other written sales
material utilized in connection with the sale of the 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 or
necessary to make the statements therein not misleading (but only to
the extent such untrue statement or alleged untrue statement or
omission or alleged omission was made in conformity with information
furnished to Anchor National by Distributor specifically for use
therein); provided, however, that in
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no case is Distributor's indemnity in favor of a director or officer
or any other person deemed to protect such director or officer or
other person against any liability to which any such person 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 of obligations and duties
under this Agreement.
(c) The indemnification provision of this Section 13 shall survive
any termination of this Agreement.
14. Omnibus Agreement. As between Anchor National and Distributor, this
Agreement, together with a certain letter agreement dated as of even date
herewith between Anchor National and Distributor, constitutes the entire
agreement, verbal and written, of the parties insofar as this Agreement
is in furtherance of discharging their respective obligations under that
certain agreement dated February 28, 1995 by and among Anchor National,
Chase, Distributor and First SunAmerica Life Insurance Company ("Omnibus
Agreement"). As between Anchor National and Distributor, accordingly,
this Agreement supersedes and annuls all other agreements between the
parties relating to the distribution of the Contracts except for the
Selling Agreements described in Section 2 hereinabove, the letter
agreement referred to herein and the Omnibus Agreement.
15. Amendments. This Agreement may be amended from time to time by the
mutual agreement and consent of the undersigned parties; provided that
such amendment shall not affect the rights of existing Contract Owners,
and that such amendment must be in writing and duly executed.
16. No Third Party Beneficiary. None of the provisions of this
Agreement shall inure to the benefit of any person other than the parties
hereto or their respective successors, or be deemed to create any rights,
benefits or privileges in favor of any person except the parties hereto.
17. No Agency Created Hereby. Except to the extent their duties under
this Agreement otherwise require, none of the provisions of this
Agreement shall be deemed to designate or appoint any party hereto as the
agent of any other party or to authorize or empower any party hereto to
act for or to create or incur any obligations on behalf of any other
party.
18. Counterparts. This Agreement may be executed and delivered in any
one or more counterparts, and each such counterpart so delivered and
bearing the original signature of a party hereto shall be binding as to
such party, and all counterparts shall together constitute one original
and the same instrument.
19. Interpretation. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of California and shall
be interpreted in such a manner as to be effective and valid under the
laws of the State of California. If any provision of this Agreement
shall be deemed to be prohibited by law or invalid, such provision shall
be ineffective only to the extent of the prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
20. Waiver. The waiver by one party of the performance in observance of
any covenant or condition to be performed or observed by any other
hereunder shall not invalidate this Agreement, nor constitute a waiver by
such party of any other covenant or condition to be performed or observed
by any other hereunder. The exercise by any party hereto of any right,
privilege or remedy provided by this Agreement shall not constitute a
waiver by such party of any other covenant or condition to be performed
or observed by any other party under
12
this Agreement. The exercise by any party hereto of any right, privilege
or remedy provided by this Agreement or otherwise by law shall not
exclude the exercise of any other right, privilege or remedy.
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:
----------------------
VARIABLE ANNUITY
ACCOUNT TWO - T
By: ANCHOR NATIONAL LIFE
INSURANCE COMPANY
By:
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VISTA BROKER-DEALER
SERVICES, INC.
By:
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