[Federal Register Volume 70, Number 222 (Friday, November 18, 2005)]
[Notices]
[Pages 69995-69998]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-6377]


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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'').

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    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:
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    \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.

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    Replaced portfolio of NSAT           Replacement portfolios of SAST
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Nations International Value        >