Applications, hearings, determinations, etc.: AIG SunAmerica Life Assurance Co. et al.,

[Federal Register: November 18, 2005 (Volume 70, Number 222)]

[Notices]

[Page 69995-69998]

From the Federal Register Online via GPO Access [wais.access.gpo.gov]

[DOCID:fr18no05-84]

SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27145; File No. 812-13204]

AIG SunAmerica Life Assurance Company, et al., Notice of Application

November 10, 2005. AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for an Order pursuant to section 26(c) of the Investment Company Act of 1940 (``1940 Act'').

Applicants: AIG SunAmerica Life Assurance Company (``AIG SunAmerica''), and the Variable Separate Account of AIG SunAmerica Life Assurance Company (collectively, the ``Applicants'').

Summary of the Application: The Applicants request an order pursuant to Section 26(c) of the 1940 Act to permit the substitution of shares of the Nations International Value Portfolio (the ``NIV Portfolio'' or the ``Replaced Portfolio''), one Portfolio of the Nations Separate Account Trust (``NSAT''), with shares of the International Growth and Income Portfolio (the ``IGI Portfolio'') and the International Diversified Equities Portfolio (the ``IDE Portfolio,'' with the IGI Portfolio, collectively the ``Replacement Portfolios''), two Portfolios of the SunAmerica Series Trust (``SAST'') (the ``Substitution'').

Filing Date: The application was filed on June 24, 2005, and amended and restated on November 1, 2005 and amended November 10, 2005.

Hearing or Notification of Hearing: An order granting the application will be issued unless the SEC orders a hearing. Interested persons may request a hearing on the application by writing to the Secretary of the SEC and serving Applicants with a copy of the request, personally or by mail. Hearing requests must be received by the SEC by 5:30 p.m. on December 5, 2005, and should be accompanied by proof of service on Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303. Applicants: c/o Jorden Burt LLP, 1025 Thomas Jefferson Street, NW., East Lobby, Suite 400, Washington, DC 20007-5208, Attention: Joan E. Boros, Esq.

FOR FURTHER INFORMATION CONTACT: Jeffrey Foor, Senior Counsel, or Zandra Bailes, Branch Chief, Office of Insurance Products, Division of Investment Management, at (202) 551-6795.

SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee from the SEC's Public Reference Branch, 100 F Street, NE., Room 1580, Washington, DC 20549 (telephone (202) 551-5850).

Applicants' Representations

  1. AIG SunAmerica is a stock life insurance company originally organized under the laws of the state of California in April 1965. AIG SunAmerica (previously known as Anchor National Life Insurance Company), through a series of transactions, redomesticated under the laws of the state of Arizona on January 1, 1996. AIG SunAmerica is a wholly-owned subsidiary of SunAmerica Life Insurance Company, an Arizona corporation, which is, in turn, wholly-owned by AIG Retirement Services, a Delaware corporation, which is, in turn, wholly-owned by American International Group, Inc. AIG SunAmerica is authorized to write annuities and life insurance in the District of Columbia and all states except New York.

  2. The Variable Separate Account of AIG SunAmerica (the ``Separate Account'') was established by AIG SunAmerica on June 25, 1981, in accordance with the laws of the state of California and is currently authorized under the laws of the state of Arizona. The Separate Account is registered as a unit investment trust under the 1940 Act. The Separate Account is used to fund the Contracts and other annuity contracts issued by AIG SunAmerica and is currently divided into a total of 160 subaccounts (the ``Variable Accounts''). Each of the available Variable Accounts invests in and reflects the investment performance of specific portfolios in which the Variable Accounts invest. One of the Variable Accounts currently invests in the Replaced Portfolio (referred to hereafter as the ``Variable Account'').

  3. The Contracts, PolarisAmerica and Polaris Choice, issued by AIG SunAmerica through its Separate Account, are fixed and variable flexible premium deferred non-participating variable annuity contracts that currently utilize the Replaced Portfolio as one of many underlying investments. AIG SunAmerica discontinued new allocations into the Replaced Portfolio under both Contracts as of the close of business on September 30, 2002, consistent with the Replaced Portfolio

    [[Page 69996]]

    advising that it was no longer accepting new investments. As a result, the ReplacedPortfolio is not actively marketed in either Contract. The Contracts are the only contracts to utilize the Variable Accounts that invest in the Replaced Portfolio. Neither of the Contracts continues to be actively marketed. Applicants were recently informed of NSAT's intention to liquidate the Replaced Portfolio on December 9, 2005.

  4. The Replaced Portfolio, which offers a single class of shares, constitutes a separate series available through NSAT. NSAT was organized as a Delaware business trust on November 24, 1997, and prior to May 1, 2001, was named National Annuity Trust. NSAT is registered as a diversified, open-end management investment company under the 1940 Act (File No. 811-08481), and its shares are registered as securities under the Securities Act of 1933 (the ``1933 Act'') (File No. 333- 40265). NSAT was established and serves to provide a funding medium for certain variable annuity accounts and/or variable life insurance separate accounts issued by leading life insurance companies. The inception date of the Replaced Portfolio was July 7, 2000, and as of September 30, 2002, it is no longer accepting investments from current or prospective investors and will be liquidated on December 9, 2005.

  5. The Separate Account buys and sells shares of the Replaced Portfolio at net asset value that is net of the advisory fee of 0.90% based on average daily net assets, paid to the Investment Adviser, Banc of America Capital Management, LLC (``BACAP''), to manage the Business affairs of the Replaced Portfolio and to provide administrative services pursuant to a written investment advisory agreement (``NSAT's Investment Advisory Agreement''); BACAP Distributors is paid .25% of average daily net assets for performing distribution services and other shareholder servicing functions pursuant to a written agreement (``Rule 12b-1 Plan''). The Replaced Portfolio's other expenses were .61% for the fiscal year ended December 31, 2004. The Replaced Portfolio's total annual operating expenses for this period were 1.76%, subject to fee waivers and expense reimbursement by BACAP and other service providers of (0.51%) that provided for Total Annual Net Expenses of 1.25%. Brandes Investment Partners, L.P. (``Brandes'') serves as subadviser to the Replaced Portfolio. BACAP and Brandes are not affiliated with AIG SunAmerica.

  6. SAST was organized as a Massachusetts business trust on September 11, 1992. SAST was established and serves to provide a funding medium for the Variable Accounts that are its sole shareholders. SAST is registered as an open-end management investment company under the 1940 Act (File No. 811-07238), and its offering of its shares is registered under the 1933 Act (File No. 033-52742). The Replaced Portfolio is a portfolio in which the Separate Account invests under the PolarisAmerica Contract as one of 27 subaccount investment alternatives and under the Polaris Choice Contract as one of 38 subaccount investment alternatives. The Substitution will result in the reduction of the respective numbers of investment alternatives by one.

  7. If the requested Substitution Order is granted, Class 1 shares \1\ in the PolarisAmerica Contract and Class 2 \2\ shares in the Polaris Choice Contract of the Replacement Portfolios will be substituted for shares of the Replaced Portfolio as set forth below:

    \1\ The PolarisAmerica Replacement Portfolio also offers Class 2 and Class 3 shares.

    \2\ The Polaris Choice Replacement Portfolio also offers Class 1 and Class 3 shares.

    Replaced portfolio of NSAT

    Replacement portfolios of SAST

    Nations International Value

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