STYLE SELECT SERIES, INC.
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of September 17, 1996 by and
between STYLE SELECT SERIES, INC., a Maryland corporation (the "Corporation")
and SUNAMERICA CAPITAL SERVICES, INC., a Delaware corporation (the
"Distributor").
W I T N E S S E T H:
WHEREAS, the Corporation 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 Corporation is authorized to issue shares of common stock, par
value $.0001 per share (the "Shares"), in separately designated series
representing separate funds with their own investment objectives, policies and
restrictions (the "Portfolios") and has registered the Shares of the Portfolios
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 Corporation 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 Portfolios; 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 Corporation wishes to engage the services of the Distributor
as distributor of the Shares of the Portfolios 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 Portfolios 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 Portfolios
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 Portfolios' current investment adviser.
2. SALE OF THE SHARES. The Distributor is authorized as agent for the
Portfolios 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 Portfolios;
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 Corporation 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 Portfolios 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 Portfolios for all expenses (except expenses incurred by the
Portfolios in connection with the preparation, printing and distribution of any
prospectus or report or other communication to shareholders, to the extent that
such
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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 Portfolios
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 Portfolios agree to pay to the
Distributor all amounts received as sales charges as described in the
Portfolios' 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 Corporation agrees to execute such documents and to furnish such information
as may be reasonably necessary, in the discretion of the Board of Directors
("Directors") of the Corporation, 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 Corporation, 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 Corporation 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
Corporation).
4. PROSPECTUS AND OTHER INFORMATION. The Corporation represents and warrants to
and agrees with the Distributor that:
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(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 Corporation 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 Corporation by the Distributor specifically for use
therein.
(c) The Corporation 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 Corporation 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 Portfolios and the Shares as the Distributor may reasonably
request.
5. INDEMNIFICATION.
(a) The Corporation 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 Corporation or the Portfolios which is utilized by the
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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 Corporation or the Portfolios will not be liable in any such
case to the extent that any such loss, claim, 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
Corporation 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 Corporation or the Portfolios, or the security
holders of the Portfolios 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 Corporation may otherwise have.
(b) The Distributor will indemnify and hold harmless the Corporation, each
of its Directors and officers and each person, if any, who controls the
Corporation within the meaning of the Act, against any losses, claims, damages
or liabilities to which the Corporation 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
Corporation or the Portfolios 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
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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
Corporation by the Distributor specifically for use therein; and the Distributor
will reimburse any legal or other expenses reasonably incurred by the
Corporation 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 thereafter if such continuance is approved in the
manner required by the Act, and the Distributor has not have notified the
Corporation in writing at least 60 days prior to the anniversary date of the
previous continuance that it does not desire such continuance. This
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Agreement may be terminated at any time, without payment of penalty by the
Corporation on 60 days' written notice to the Distributor by vote of the
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of the Corporation (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 Corporation and the Distributor have caused this
Agreement to be executed by their duly authorized officers as of the date above
written.
STYLE SELECT SERIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Executive Vice President
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