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[Form of]
PLAN OF DISTRIBUTION PURSUANT
TO RULE 12b-1
(CLASS B SHARES)
PLAN OF DISTRIBUTION adopted as of the 22 day of August 2000, by Seasons
Series Trust, a Massachusetts business trust (the "Trust"), on behalf of the
Class B shares of its separately designated series, [Name] (the "Fund").
W I T N E S S E T H:
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company;
and
WHEREAS, the Fund is a separately designated investment series of the
Trust with its own investment objective, policies and purposes offering 2
separate classes of shares of beneficial interest, par value $.01 per share,
of the Trust (the "Shares"); and
WHEREAS, the Trust has entered into a Fund Participation Agreement with
Anchor National Life Insurance Company (the "Life Company"), dated January 2,
1997, as amended from time to time (the "Seasons Fund Participation
Agreement") pursuant to which the Trust has agreed to make shares of certain
portfolios available for purchase by one or more of the Life Company's
segregated asset accounts or divisions thereof, in connection with the
allocation by contract and policy owners or purchase payments to
corresponding investment options offered under variable annuity contracts and
variable life insurance policies offered by the Life Company; and
WHEREAS, the Trust desires to adopt this Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Investment Company Act, pursuant to which
the Trust will pay a service fee to the Life Company with respect to Class B
shares of the Trust; and
WHEREAS, the Board of Trustees of the Trust (the "Trustees") as a whole,
and the Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the operation of this Plan or in any
agreement relating hereto (the "12b-1 Trustees"), having determined, in the
exercise of reasonable business judgment and in light of their fiduciary
duties under state law and under Sections 36(a) and (b) of the Act, that
there is a reasonable likelihood that this Plan will benefit the Fund and its
Class B shareholders, have approved this Plan by votes cast in person at a
meeting called for the purpose of voting hereon and on any agreements related
hereto;
NOW THEREFORE, the Trust on behalf of the Fund hereby adopts this Plan
on the following terms:
1. Account Maintenance Activities. The Fund agrees to pay Anchor
National a service fee at the end of each month at an annual rate of 15 basis
points (.15%) of the average daily net assets attributable to Class B shares
of the Fund to reimburse Anchor National for expenditures made to financial
intermediaries for providing services to contract holders who are indirect
beneficial owners of Class B shares of the Fund. Such services are not
intended to relate to the sale, promotion or marketing of the Class B shares.
The service fee shall be paid to the Life Company pursuant to the terms of
the Seasons Fund Participation Agreement or any Addendums thereto. Payment of
the service fee described in this Section 1 shall be subject to any
limitations set forth in applicable regulations of the National Association
of
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Securities Dealers, Inc. Nothing herein shall prohibit the Life Company from
collecting service fees in any given year, as provided hereunder, in excess
of expenditures made during such year to financial intermediaries for the
above-referenced purposes.
2. Payments to Other Parties. The Fund hereby authorizes the Life
Company to enter into agreements with Securities Firms to provide
compensation to such Securities Firms for activities and services of the type
referred to in Sections 1 and 2 hereof. The Life Company may reallocate all
or a portion of its account maintenance fee or distribution fee to such
Securities Firms as compensation for the above-mentioned activities and
services. Such agreements shall provide that the Securities Firms shall
deliver to the Life Company such information as is reasonably necessary to
permit the Life Company to comply with the reporting requirements set forth
in Section 5 hereof.
3. Related Agreements. All agreements with any person relating to
implementation of this Plan shall be in writing, and any agreement related to
this Plan shall provide:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the 12b-1 Trustees or, by
vote of a majority of the outstanding voting securities (as defined in the
Act) of Class B shares of the Fund, on not more than 60 days' written notice
to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event
of its assignment.
4. Quarterly Reports. The Treasurer of the Trust shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written report
of the amounts expended pursuant to this Plan with respect to Class B shares
of the Fund and any related agreement and the purposes for which such
expenditures were made.
5. Term and Termination. (a) This Plan shall become effective as of
the date hereof, and, unless terminated as herein provided, shall continue
from year to year thereafter, so long as such continuance is specifically
approved at least annually by votes, cast in person at a meeting called for
the purpose of voting on such approval, of a majority of both the (i) the
Trustees of the Trust, and (ii) the 12b-1 Trustees.
(b) This Plan may be terminated at any time by vote of a majority
of the 12b-1 Trustees or by vote of a majority of the outstanding voting
securities (as defined in the Act) of Class B shares of the Fund.
6. Amendments. This Plan may not be amended to increase materially the
maximum expenditures permitted by Sections 1 and 2 hereof unless such
amendment is approved by a vote of a majority of the outstanding voting
securities (as defined in the Act) of Class B shares of the Fund, and no
material amendment to this Plan shall be made unless approved in the manner
provided for the annual renewal of this Plan in Section 6(a) hereof.
7. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of those Trustees of the Trust who are not
interested persons of the Trust shall be committed to the discretion of such
disinterested Trustees.
8. Recordkeeping. The Trust shall preserve copies of this Plan and any
related agreement and all reports made pursuant to Section 5 hereof for a
period of not less than six years from the
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date of this Plan, any such related agreement or such reports, as the case
may be, the first two years in an easily accessible place.
9. Definition of Certain Terms. For purposes of this Plan, the terms
"assignment," "interested person," "majority of the outstanding voting
securities," and "principal underwriter" shall have their respective meanings
defined in the Act and the rules and regulations thereunder, subject,
however, to such exemptions as may be granted to either the Trust or the
principal underwriter of the Shares by the Securities and Exchange
Commission, or its staff under the Act.
10. Separate Series. Pursuant to the provisions of the Declaration of
Trust, the Fund is a separate series of the Trust, and all debts, liabilities
and expenses of Class B shares of the Fund shall be enforceable only against
the assets of Class B shares of the Fund and not against the assets of any
other series or class of shares or of the Trust as a whole.
IN WITNESS WHEREOF, the Trust has caused this Plan to be executed as of
the day and year first written above.
SEASONS SERIES TRUST
By:
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Name: Robert M. Zakem
Title: Vice President and Assistant Secretary
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