EXHIBIT 99 (e)(i)
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of June 3, 2004 by and
between AIG Series Trust, a Delaware statutory trust (the "Trust")] and AIG
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 is authorized to issue shares of beneficial
interest, with or without par value per share (the "Shares"), in separately
designated series representing separate funds with their own investment
objectives, policies and restrictions (the "Funds") and has registered the
Shares of the Funds under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement on Form N-1A (the
"Registration Statement"), including a prospectus (the "Prospectus") and a
statement of additional information (the "Statement of Additional Information");
and
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 Funds; 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 Funds 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 Funds 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 with selected securities dealers. The
Funds 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 Funds' current investment adviser.
2. SALE OF THE SHARES. The Distributor is authorized as agent
for the Funds 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 Funds;
PROVIDED, HOWEVER, that no sales shall be confirmed by the Distributor at any
time when, according to advice received by the Distributor from a Fund, the
officers of the Trust have for any reason sufficient to them temporarily or
permanently suspended or discontinued the sale and issuance of such Fund'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 Funds 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 Funds for all expenses (except expenses incurred by the
Funds 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 Funds 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 Funds agree
to pay to the Distributor all amounts received as sales charges as described in
the Funds' 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 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 Funds 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 Funds 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 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 Funds will not be liable in any such case to the extent
that any such loss, claim,
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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 Funds, or the security holders of the Funds 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 Director, 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
Funds 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 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
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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. 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.
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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.
AIG SERIES TRUST
By: ___________________________
Name: Xxxxxx X. Xxxxx
Title: President
AIG SUNAMERICA CAPITAL SERVICES, INC.
By: _________________________
Name: J. Xxxxxx Xxxxxx
Title: President
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