EXHIBIT 99.B6
EXHIBIT (E)
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT
(AS AMENDED MAY 1, 1999)*
AGREEMENT made this 1st day of January, 1997, between WRL Series Fund,
Inc., a Maryland corporation (the "Fund"), and InterSecurities, Inc., a Delaware
corporation (the "Distributor"), each with offices at 000 Xxxxxxxx Xxxxxx,
Xxxxx, Xxxxxxx 00000.
WHEREAS, the Fund is a registered open-end management investment
company, which currently offers shares of its common stock in twenty series,
each as set forth on Schedule A hereto (the "Current Portfolios"), and the Fund
may offer shares of one or more additional Portfolios in the future;
WHEREAS, the Fund was originally organized to act as the funding
vehicle for certain individual variable life insurance policies and individual
and group variable annuity contracts offered by Western Reserve Life Assurance
Co. of Ohio ("Western Reserve") or life insurance companies affiliated with
Western Reserve through separate accounts of such life insurance companies; and
WHEREAS, in the future, the Fund may also offer its shares to life
insurance companies unaffiliated with Western Reserve (together with Western
Reserve and its affiliated life insurance companies, the "Life Companies") as a
funding vehicle for variable life insurance policies and variable annuity
contracts (together with the variable life insurance policies and variable
annuity contracts offered by Western Reserve and its affiliated life insurance
companies, the "Policies"), and/or to qualified pension and retirement plans
(the "Qualified Plans"); and
WHEREAS, from time to time, the Fund may enter into sales agreements
with Life Companies that have or will establish one or more separate accounts to
offer Policies, pursuant to which one or more Portfolios of the Fund serves as
the underlying funding vehicle for such Policies; and, under certain
circumstances, may enter into sales agreements with the Qualified Plans; and
WHEREAS, it is contemplated that, in addition to entering into sales
agreements with Life Companies and/or Qualified Plans, the Distributor shall
engage in certain promotional and sales efforts on behalf of the Fund, as
described in the Distribution Plan pursuant to Rule 12b-1 adopted by the Fund
concurrent with the effective date of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. (a) The Fund proposes to issue and sell shares of common stock of
the Fund (the "Shares") to separate accounts of Life Companies and to the
Qualified Plans as may be permitted by applicable law and subject to the Fund's
obtaining any necessary regulatory approvals. The Fund hereby appoints the
Distributor as agent to sell the Shares and the Distributor hereby accepts such
appointment. The Shares will be distributed under such terms as are set by the
Fund and will be sold to the separate accounts and the Qualified Plans permitted
to buy the Shares as specified by the Fund's Board of Directors.
(b) In the event that the Fund from time to time designates one or
more Portfolios in addition to the Current Portfolios ("Additional Portfolios"),
it shall notify the Distributor. If the Distributor is willing to perform
services hereunder to the Additional Portfolios, it shall so notify the Fund.
Thereafter, the Fund and the Distributor shall mutually agree to amend Schedule
A to this Agreement in writing to add the Additional Portfolios and the
Additional Portfolios shall be subject to this Agreement, subject to the
approval of the Board of Directors as set forth in Section 7.(a) below.
2. (a) The Distributor agrees that (i) all Shares sold by the
Distributor shall be sold at the net asset value thereof as described in the
Fund's prospectus, and (ii) the Fund shall receive 100% of such net asset value.
(b) The Shares will be sold in accordance with any sales
agreements between the Fund and Life Companies and, where applicable, the Fund
and Qualified Plans. The Current Portfolios and all Additional Portfolios
subject to this Agreement are referred to collectively as "Portfolios."
3. (a) All sales literature and advertisements used by the Distributor
in connection with sales of Shares shall be subject to approval by the Fund. The
Fund authorizes the Distributor, in connection with the sales or arranging for
the sale of Shares, to provide only such information and to make only such
statements or representations as are contained in the Fund's then-current
Prospectus or in sales literature or advertisements approved by the Fund or in
such financial and other statements which are furnished to the Distributor
pursuant to the next paragraph. The Fund shall not be responsible in any way for
any information provided or statements or representations made by the
Distributor or its representatives or agents other than the information,
statements and representations described in the preceding sentence. The
Distributor shall review all materials submitted to it by Life Companies and
Qualified Plans that describe the Fund, the Shares or the Fund's investment
adviser. The Distributor shall not be responsible for any information provided
or statements or representations made by Life Companies or Qualified Plans,
representatives or agents of Life Companies or Qualified Plans, or any other
persons or entities other than the Distributor's representatives or agents.
(b) The Fund shall keep the Distributor fully informed with regard
to its affairs, shall furnish the Distributor with a certified copy of all
financial statements and a signed copy of each report prepared by its
independent certified public accountants, and shall cooperate fully in the
efforts of the Distributor to sell the Shares and in the performance by the
Distributor of all its duties under this Agreement.
4. (a) The Fund will pay or cause to be paid:
(i) registration fees for registering its shares under the
Securities Act of 1933 (the "1933 Act");
(ii) the expenses, including counsel fees, of preparing
registration statements and such other documents as the Fund
believes are necessary for registering the Shares with the
Securities and Exchange Commission (the "SEC") and such states
as are deemed necessary or appropriate;
(iii) expenses incident to preparing amendments to
registration statements of the Fund under the 1933 Act and the
Investment Company Act of 1940, as amended (the "1940 Act");
(iv) expenses for preparing and setting in type all
prospectuses and the expense of supplying them to the then
existing shareholders or beneficial owners of Shares
(including owners of Policies whose contracts use one or more
Portfolios as their funding vehicle);
(v) expenses incident to the issuance of its Shares such as
the cost of stock certificates, if any, taxes and fees of the
transfer agent for establishing shareholder record accounts
and confirmations; and
(vi) expenses for administrative and transfer agency services,
pursuant to and in accordance with the Administrative Services
and Transfer Agency Agreement between the Fund and WRL
Investment Services, Inc. dated January 1, 1997, as it may be
amended from time to time in accordance with its terms.
(b) The Distributor shall pay all of its own costs and expenses
connected with the offer and sale of Shares ("Distribution Expenses"), except
that certain Distribution Expenses may be reimbursed to the Distributor as
provided in Section 5 hereof.
5. (a) Pursuant to a Distribution Plan (the "Plan") adopted by the
Board of Directors of the Fund in accordance with Section 12(b) of the 1940 Act,
Rule 12b-1 and the other rules and regulations promulgated thereunder, as the
same may be, from time to time, issued or amended, the Fund, on behalf of a
Portfolio that has approved the Plan pursuant to Section 3 thereof, may
reimburse the Distributor, as direct payment for expenses incurred in connection
with the distribution of a Portfolio's shares, amounts equal to actual expenses
associated with distributing such Portfolio's shares, up to a maximum rate of
0.15%, on an annualized basis of a Portfolio's average daily net assets.
Reimbursements shall be measured and accrued daily, and remitted to the
Distributor monthly. Such reimbursement may be made only for the period
commencing on the date hereof and ending December 31, 1997, and for each twelve
month period (or portion thereof) thereafter, in which the Plan is in effect for
that Portfolio.
(b) Distribution Expenses reimbursable hereunder shall include,
but not necessarily be limited to, the following:
(i) the cost for printing and mailing of Fund prospectuses and
statements of additional information, and any supplements
thereto, to potential investors;
(ii) the costs relating to the development and preparation of
Fund advertisements and sales literature and brokers' and
other promotional materials describing and/or relating to the
Fund;
(iii) expenses incurred in connection with the presentation of
seminars and sales meetings describing the Fund attended by
sales personnel and potential investors;
(iv) the development of consumer-oriented sales materials
describing and/or relating to the Fund; and
(v) expenses attributable to "distribution-related" services
provided to the Fund. "Distribution-related services" include,
but are not limited to: salaries and benefits; office
expenses; equipment expenses (I.E., computers, software,
office equipment, etc.); training costs; travel costs;
printing costs; supply expenses; computer programming time;
and data center expenses, each as they relate to the promotion
of the sale of Fund shares.
(c) The Distributor shall submit annual reimbursable Distribution
Expense budgets to the Board of Directors of the Fund. As soon as practicable
after the end of each calendar quarter, the Distributor shall submit to the
Board of Directors reports requesting ratification of reimbursement of
Distribution Expenses as to each Portfolio for that quarter. The Distributor
will allocate to each Portfolio reimbursable Distribution Expenses not
specifically attributable to the distribution of shares of a particular
Portfolio, based upon the ratio of the net asset value of each Portfolio at the
end of each calendar month to the net asset value of all Portfolios on that same
date. The Board of Directors will consider each request at its next regular
meeting after such request is submitted, and the Distributor shall only retain
reimbursements by the Fund on behalf of a Portfolio for those reimbursable
Distribution Expenses that are approved by the Board of Directors, including a
majority of the "Disinterested Directors" (as that term is defined in Section 7
hereof).
6. (a) The Fund shall maintain a currently effective Registration
Statement on Form N-1A and shall file with the SEC such reports and other
documents as may be required under the 1933 Act and the 1940 Act or by the rule
and regulations of the SEC thereunder.
(b) The Fund represents and warrants that its Registration
Statement, post-effective amendments, Prospectus and Statement of Additional
Information (excluding statements based upon written information furnished by
the Distributor expressly for inclusion therein) shall not contain any untrue
statement of material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that all statements or information furnished to the Distributor, pursuant to
Section 3(b) hereof, shall be true and correct in all material respects.
7. (a) This Agreement shall take effect on the date hereof after it has
been approved by a vote of the majority of Directors of the Fund and those
Directors of the Fund who are not "interested persons" of the Fund and who have
no direct or indirect financial interest in the operation of the Plan or this
Agreement (the "Disinterested Directors"), cast in person at a meeting called
for the purpose of voting on this Agreement. This Agreement shall remain in full
force and effect until December 31, 1997, and may be continued for twelve month
periods (or portions thereof) thereafter; provided that such continuance shall
be specifically approved annually by the Board of Directors of the Fund or by a
majority of the outstanding voting securities of each Portfolio of the Fund as
it applies to that Portfolio, and in either case, also by a majority of the
Disinterested Directors. This Agreement may be amended, with respect to any
Portfolio, with the approval of the Board of Directors or of a majority of the
outstanding voting securities of each Portfolio of the Fund as it applies to
that Portfolio, provided, that in either case, such amendment shall also be
approved by a majority of the Disinterested Directors.
(b) This Agreement, with respect to any Portfolio, may be
terminated, at any time without payment of any penalty, by vote of a majority of
the Disinterested Directors or by vote of a majority of the outstanding voting
securities of that Portfolio, or may be terminated by the Distributor, in either
case on not more than 60 days' written notice delivered personally or mailed by
registered mail, postage prepaid, to the other party.
(c) This Agreement shall automatically terminate in the event of
its assignment.
(d) The terms "interested persons," "assignment" and "vote of a
majority of the outstanding voting securities" as used herein shall have the
meanings given to them in the 1940 Act.
8. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties ("disabling conduct") hereunder
on the part of the Distributor (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity affiliated with
the Distributor or retained by it to perform or assist in the performance of its
obligations under this Agreement) the Distributor shall not be subject to
liability to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder, of law or for
any loss suffered by any of them in connection with the matters to which this
Agreement relates.
9. This Agreement is made by the Fund, on behalf of each Portfolio,
pursuant to authority granted by the Board of Directors, and the obligations
created hereby are not binding on any of the Directors or shareholders of the
Fund individually, but bind only the property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed by their duly authorized officers and under their respective
seals on the day and year first above written.
WRL SERIES FUND, INC.
Attest:
_________________________ By /s/ XXXX X. KENNEY_________
Secretary Xxxx X. Xxxxxx
Chairman of the Board and President
Attest: INTERSECURITIES, INC.
__________________________ By /s/ G. JOHN HURLEY__________
Secretary G. Xxxx Xxxxxx
President
SCHEDULE A
As of May 1, 1999, the Distributor shall act as distributor for shares of the
following Portfolios of WRL Series Fund, Inc.:
WRL Janus Growth
WRL AEGON Bond
WRL Janus Global
WRL X. X. Xxxxxx Money Market
WRL AEGON Balanced
WRL VKAM Emerging Growth
WRL LKCM Strategic Total Return
WRL Xxxxx Aggressive Growth
WRL Federated Growth & Income
WRL Xxxx Asset Allocation
WRL C.A.S.E. Growth
WRL NWQ Value Equity
WRL GE/Scottish Equitable International Equity
WRL GE U.S. Equity
WRL Third Avenue Value
WRL X.X. Xxxxxx Real Estate Securities
WRL X. Xxxx Price Small Cap
WRL X. Xxxx Price Dividend Growth
WRL Xxxxxxx Xxxxx Small Cap
WRL Xxxxxxx Sachs Growth
WRL Salomon All Cap
WRL Dreyfus Mid Cap
WRL Pilgrim Xxxxxx Mid Cap Growth
*AMENDMENT TO DISTRIBUTION AGREEMENT
DATED JANUARY 1, 1997, AS AMENDED MAY 1, 1999
Effective May 1, 1999, AFSG Securities Corporation, located at 0000 Xxxxxxxx
Xxxx, Xxxxx Xxxxxx, Xxxx will replace InterSecurities, Inc. as distributor to
the portfolios of the WRL Series Fund.
WRL SERIES FUND, INC.
Attest:
___________________________ By: _______________________
Assistant Secretary Xxxx X. Xxxxxx
Chairman of the Board and President
Attest: AFSG Securities Corporation
__________________________ By: ____________________
