DISTRIBUTION AGREEMENT
OF
THE SEVEN SEAS SERIES FUND
This Distribution Agreement is made as of the 12th day of April, 1988 and
amended as of January 8, 1992, by and between The Seven Seas Series Fund, a
Massachusetts Business trust ("Investment Company"), and Xxxxxxx Fund
Distributors, Inc., a Washington corporation ("Distributor").
WHEREAS, the Investment Company is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and intends to offer for public sale distinct series
of shares of common stock, each corresponding to a distinct portfolio ("Fund");
and
WHEREAS, the Investment Company wishes to retain Distributor as the Investment
Company's distributor in connection with the offering and sale of the shares of
a Fund as now exists and as hereafter may be established ("Shares") and to
furnish certain other services to the Investment Company as specified in this
Agreement; and
WHEREAS, Distributor is willing to furnish such services on the terms and
conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. The Investment Company hereby appoints Distributor to perform those
services described in this Agreement for each Fund of the Investment Company in
existence as of the date hereof ("Initial Fund"). In the event that the
Investment Company establishes one or more series of shares other than the
Initial Fund with respect to which it desires to retain the Distributor to serve
as distributor and principal underwriter hereunder, it shall so notify the
Distributor in writing, indicating the fee, if any, to be payable with respect
to the additional series of shares. If the Distributor is willing to render
such services, it shall so become a Fund hereunder. In such event a writing
signed by both the Investment Company and the Distributor shall be annexed
hereto as a part hereof indicating that such additional series of shares has
become a Fund hereunder.
2. The Investment Company authorizes Distributor as principal agent for the
Investment Company, subject to applicable federal and state law and the Master
Trust Agreement, By-Laws and current Prospectus and Statement of Additional
information of the Investment Company: (a) to promote and offer each Fund and
the Investment
Company; (b) to solicit orders for the purchase of the Shares of each Fund
subject to such terms and conditions as the Investment Company may specify; (c)
to accept orders for the purchase of the Shares of each Fund on behalf of the
Investment Company; and (d) to incur the following expenses: (i) the
incremental printing costs incurred in producing for and distributing to persons
other than current shareholders of the Investment Company the reports,
prospectuses, notices, and similar materials that are prepared by the Investment
Company for current shareholders; (ii) advertising; (iii) the costs of
preparing, printing, and distributing any literature used in connection with the
offering of the Investment Company's Shares and not covered by Subparagraph (i);
(iv) expenses incurred in connection with the promotion and sale of the
Investment Company's Shares, including, without limitation, Distributor's
expenses for rent, office supplies, equipment, travel, communication,
compensation, and benefits for sales personnel (except as incurred out of
Distributor's principal office in Tacoma, Washington); and (v) payments made to
other broker-dealers with whom the Distributor has entered into sales agreements
to distribute Shares of the Investment Company. Distributor will be reimbursed
by the Investment Company for incurring these expenses as set forth in any Plan
of Distribution pursuant to Rule 12b-1 under the 1940 Act of the Investment
Company as may, from time to time, be in effect. Distributor shall offer the
Shares of each Fund on an agency or "best efforts" basis under which the
Investment Company shall only issue such Shares as are actually sold.
In connection with such sales and offers of sale, the Investment Company shall
not be responsible in any way for any other information, statements, or
representations given or made by Distributor or its representatives or agents,
except such information or representations as are contained in the Prospectus or
in information furnished in writing to Distributor by the Investment Company.
3. The public offering price of the Shares shall be the net asset value per
shares (as determined by the Investment Company) of the outstanding Shares of
the Investment Company plus a sales charge (if any) as set forth in the
Investment Company's current Prospectus. The Investment Company shall make
available to Distributor a statement of each computation of net asset value and
of the details entering into such computation.
4. As used in this Agreement, the term "Registration Statement" shall mean the
Registration Statement most recently filed by the Investment Company with the
Securities and Exchange Commission and effective under the Securities Act of
1933, as such Registration Statement is amended by any amendments thereto at the
time in effect, and the terms "Prospectus" and "Statement of Additional
Information" shall mean the form of Prospectus and Statement of Additional
Information filed by the Investment Company as part of the Registration
Statement.
5. The Investment Company agrees, at its own expense, to register the Shares
with the Securities and Exchange Commission, state and other regulatory bodies,
and to prepare and file from time to time such Prospectuses, amendments, reports
and other documents as may be necessary to maintain the Registration Statement.
The Investment
Company shall bear all expenses related to preparing and typesetting such
Prospectuses, Statements of Additional Information and other materials required
by law and such other expenses, including printing and mailing expenses, related
to the Investment Company's communications with persons who are shareholders of
each Fund of the Investment Company.
6. The Investment Company agrees to indemnify, defend and hold harmless
Distributor, each person who has been, is, or may hereafter be an officer,
director, or employee or agent of Distributor, and any person who controls
Distributor within the meaning of Section 15 of the 1933 Act from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which Distributor, its officers or
directors, or any such controlling person may incur under the 1933 Act or under
common law which arises out of or is alleged to arise out of or is based upon a
violation of any of the terms of this Agreement or otherwise arising out of or
based upon any alleged untrue statement of a material fact contained in the
Registration Statement, Prospectuses or Statements of Additional Information or
arising out of or based upon any alleged omission to state a material fact
required to be stated in said documents or necessary to make the statements in
said documents not misleading, provided that in no event shall anything
contained in the agreement be construed so as to protect Distributor against any
liability to the Investment Company or its shareholders to which Distributor
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reasons of its reckless
disregard of its obligations and duties under this Agreement.
7. Distributor agrees to indemnify, defend and hold harmless the Investment
Company, each person who has been, is, or may hereafter be an officer, director,
or employee or agent of Distributor, and any person who controls the Investment
Company within the meaning of Section 15 of the 1933 Act from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any counsel
fees incurred in connection therewith) which the Investment Company, its
officers or Trustees, or any such controlling person may incur under the 1933
Act or under common law which arises out of or is alleged to arise out of or is
based upon a violation of any of the terms of this Agreement or otherwise
arising out of or based upon any alleged untrue statement of a material fact
contained in information furnished in writing by Distributor to the Investment
Company for use in the Registration Statement, Prospectuses or Statements of
Additional Information or arising out of or based upon any alleged omission to
state a material fact in connection with such information required to be stated
in the Registration Statement, Prospectuses or Statements of Additional
Information, or necessary to make such information not misleading.
8. The Investment Company reserves the right at any time to withdraw all
offerings of the Shares by written notice to the Distributor at its principal
office.
9. Distributor at its sole discretion may repurchase Shares offered for sale
by the shareholders. Repurchase of Shares by Distributor shall be at the net
asset value next determined after a repurchase order has been received. On each
business day, Distributor shall notify by telex or in writing the Investment
Company or the Investment Company's transfer agent of the orders for repurchase
of shares received by Distributor since the last such report, the amount to be
paid for such Shares, and the identity of shareholders offering Shares for
repurchase. Upon such notice, the Investment Company shall pay Distributor such
amounts as are required by Distributor for the repurchase of such Shares in cash
or in the form of a credit against monies due the Investment Company from
Distributor as proceeds from the sale of Shares. Distributor will receive no
commission or other remuneration for repurchasing Shares. The Investment
Company reserves the right to suspend such repurchases upon written notice to
Distributor. Distributor further agrees to act as agent for the Investment
Company to receive and transmit promptly to the Investment Company's transfer
agent shareholder request for redemption of Shares.
10. Distributor is an independent contractor and shall be agent for the
Investment Company only with respect to the sale and repurchase of the Shares.
11. The services of Distributor to the Investment Company under this Agreement
are not to be deemed exclusive, and the Distributor shall be free to render
similar services or other services to others so long as its services hereunder
are not impaired thereby.
12. Distributor shall prepare reports for the Board of Trustees of the
Investment Company upon request showing information concerning expenditures
related to this Agreement.
13. As used in this Agreement, the term "net asset value" shall have the
meaning ascribed to it in the Investment Company's Master Trust Agreement; and
the terms "assignment," "interested person," and "majority of the outstanding
voting securities" shall have the meanings given to them by Section 2(a) of the
1940 Act, subject to such exemptions as may be granted by the Securities and
Exchange Commission by any rule, regulation or order.
14. This Agreement shall become effective with respect to each Fund on the date
which the Fund commences offering its shares to the public, so long as, with
respect to each additional Fund, the provisions of Section 1 have been complied
with. The Agreement shall continue in effect for each Fund for two years
following the effective date of this Agreement with respect to the Fund; and
thereafter only so long as its continuance is specifically approved at least
annually by a majority of the Trustees of the Investment Company who are not
parties to the Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval, or by vote of a
majority of the outstanding voting securities of the Fund.
15. This Agreement may be terminated at any time:
(a) By the Trustees of the Investment Company or by vote of a majority of
the outstanding voting securities of the Investment Company by sixty days'
notice addressed to the Distributor at its principal place of business;
(b) By the Distributor by sixty days' written notice addressed to the
Investment Company at its principal place of business; and
(c) Immediately in the event of its assignment.
16. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of a majority of the Board of Trustees, by vote of a majority of the
Independent Trustees, or by vote of a majority of the outstanding voting
securities of such Fund affected by the amendment.
17. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
18. This Agreement shall be construed in accordance with the laws of the State
of Washington and any applicable federal law.
19. The Master Trust Agreement dated October 3, 1987, as amended from time to
time, establishing the Investment Company, which is hereby referred to and a
copy of which is on file with the Secretary of The Commonwealth of
Massachusetts, provides that the name The Seven Seas Series Fund means the
Trustees from time to time serving (as Trustees but not personally) under said
Master Trust Agreement. It is expressly acknowledged and agreed that the
obligations of the Investment Company hereunder shall not be binding upon any of
the shareholders, Trustees, officers, employees or agents of the Investment
Company, personally, but shall bind only the trust property of the Investment
Company, as provided in its Master Trust Agreement. The execution and delivery
of this Agreement have been authorized by the Trustees of the Investment Company
and signed by an officer of the Investment Company, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Investment Company as provided in its Master Trust Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized as of the date written above.
Attest: THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxx
-------------------------------- ---------------------------------
Its: Senior Vice President - Operations Its: President
--------------------------------
Attest: XXXXXXX FUND DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------ ---------------------------------
Its: President Its: Senior Vice President-Operations
----------------------------- --------------------------------
LETTER AGREEMENT
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, The Seven
Seas Series Fund advises you that it is creating a new series to be named The
Seven Seas Series US Government Money Market Fund (the "Fund") and that The
Seven Seas Series Fund desires Xxxxxxx Fund Distributors, Inc. to serve as
distributor with respect to the Fund pursuant to the terms and conditions of the
Distribution Agreement. The fee to be charged by distributor to the Fund in
return for its services will be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the Fund shall be until April 12,
1992.
Please acknowledge your acceptance of acting as distributor to the fund by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx, Xx. Vice President - Operations
----------------------------------------------------
ACKNOWLEDGED AND ACCEPTED
XXXXXXX FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxx
--------------------------------
LETTER AGREEMENT
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that it is creating six new
series to be named The Seven Seas Series Short Term Government Bond Fund, The
Seven Seas Series S&P 500 Index Fund, The Seven Seas Series S&P Midcap Index
Fund, The Seven Seas Series Matrix Synthesis Fund, The Seven Seas Series
International European Index Fund, and The Seven Seas Series International
Pacific Index Fund (the "New Funds") and that The Seven Seas Series Fund desires
Xxxxxxx Fund Distributors, Inc. to serve as Distributor with respect to the New
Funds pursuant to the terms and conditions of the Distribution Agreement. The
fee to be charged by Distributor to the New Funds in return for its services
will be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the New Funds shall be until
April 12, 1993.
Please acknowledge your acceptance of acting as Distributor to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx, Xx. Vice President - Operations
-----------------------------------------------------
ACKNOWLEDGED AND ACCEPTED
XXXXXXX FUND DISTRIBUTORS, INC.
By: Xxxx X. Xxxxxxxx
----------------
LETTER AGREEMENT
July 8, 1992
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that it is creating two new
series to be named The Seven Seas Series Bond Market Fund and The Seven Seas
Series Yield Plus Fund (the "New Funds") and that The Seven Seas Series Fund
desires Xxxxxxx Fund Distributors, Inc. to serve as Distributor with respect to
the New Funds pursuant to the terms and conditions of the Distribution
Agreement. The fee to be charged by Distributor to the New Funds in return for
its services will be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the New Funds shall be until
April 12, 1994.
Please acknowledge your acceptance of acting as Distributor to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx, Xx. Vice President - Operations
-----------------------------------------------------
ACKNOWLEDGED AND ACCEPTED
XXXXXXX FUND DISTRIBUTORS, INC.
By: Xxxx X. Xxxxxxxx
----------------
LETTER AGREEMENT
The Seven Seas Series US Treasury Money Market Fund
The Seven Seas Series US Treasury Obligations Fund
Distribution Agreement
January 6, 1993
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that it is creating two new
series to be named The Seven Seas Series US Treasury Money Market Fund and The
Seven Seas Series US Treasury Obligations Fund (the "New Funds") and that The
Seven Seas Series Fund desires Xxxxxxx Fund Distributors, Inc. to serve as
Distributor with respect to the New Funds pursuant to the terms and conditions
of the Distribution Agreement. The fee to be charged by Distributor to the New
Funds in return for its services will be as set forth in the Distribution
Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the New Funds shall be until April
12, 1993.
Please acknowledge your acceptance of acting as Distributor to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxxxx X. Xxxxx, Xx. Vice President - Operations
-----------------------------------------------------
ACKNOWLEDGED AND ACCEPTED
XXXXXXX FUND DISTRIBUTORS, INC.
By: Xxxx X. Xxxxxxxx
----------------
LETTER AGREEMENT
The Seven Seas Series Growth and Income Fund
The Seven Seas Series Intermediate Fund
Distribution Agreement
April 7, 1993
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that it is creating two new
series to be named The Seven Seas Series Growth and Income Fund and The Seven
Seas Series Intermediate Fund (the "New Funds") and that The Seven Seas Series
Fund desires Xxxxxxx Fund Distributors, Inc. to serve as Distributor with
respect to the New Funds pursuant to the terms and conditions of the
Distribution Agreement. The fee to be charged by Distributor to the New Funds
in return for its services will be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the New Funds shall be until April
12, 1994.
Please acknowledge your acceptance of acting as Distributor to the New Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx, President
-------------------------------
ACKNOWLEDGED AND ACCEPTED
XXXXXXX FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Early, Associate General Counsel and Secretary
------------------------------------------------------------
LETTER AGREEMENT
The Seven Seas Series Prime Money Market Portfolios
The Seven Seas Series Emerging Markets Fund
Distribution Agreement
January 19, 1994
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Dear Sirs:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that it is creating two new
series to be named The Seven Seas Series Prime Money Market Portfolio and The
Seven Seas Series Emerging Markets Fund (the "Portfolios") and that The Seven
Seas Series Fund desires Xxxxxxx Fund Distributors, Inc. to serve as Distributor
with respect to the Portfolios pursuant to the terms and conditions of the
Distribution Agreement. The fee to be charged by Distributor to the Portfolios
in return for its services will be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the New Funds shall be until April 6,
1994.
Please acknowledge your acceptance of acting as Distributor to the Portfolios by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely,
THE SEVEN SEAS SERIES FUND
By: /s/ Xxxx X. Xxxxxxxx, President
-------------------------------
ACKNOWLEDGED AND ACCEPTED
XXXXXXX FUND DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Early, Associate General Counsel and Secretary
------------------------------------------------------------
LETTER AGREEMENT
The Seven Seas Series Tax Free Money Market Fund
Distribution Agreement
July 13, 1994
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Ladies & Gentlemen:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that it is creating a new series
to be named The Seven Seas Series Tax Free Money Market Fund ("Tax Free Fund")
and that The Seven Seas Series Fund desires Xxxxxxx Fund Distributors, Inc. to
serve as Distributor with respect to Class A shares of the Tax Free Fund
pursuant to the terms and conditions of the Distribution Agreement. The fee to
be charged by Distributor to the Tax Free Fund in return for its services will
be as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the Tax Free Fund shall be until
April 12, 1995.
Please acknowledge your acceptance of acting as Distributor to the Tax Free Fund
by executing this letter agreement in the space provided below and then
returning it to the undersigned.
Sincerely, ACKNOWLEDGED AND ACCEPTED
THE SEVEN SEAS SERIES FUND XXXXXXX FUND DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxxxx, By: /s/ J. Xxxxx Xxxxxxxx,
President Assistant Secretary
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LETTER AGREEMENT
The Seven Seas Series Real Estate Fund
The Seven Seas Series Small Cap Fund
The Seven Seas Series Active International Fund
Distribution Agreement
October 25, 1994
Xxxxxxx Fund Distributors, Inc.
000 X Xxxxxx
Xxxxxx, XX 00000
Ladies & Gentlemen:
Pursuant to Paragraph 1 of the Distribution Agreement between The Seven Seas
Series Fund and Xxxxxxx Fund Distributors, Inc., dated April 12, 1988, as
amended, The Seven Seas Series Fund advises you that (1) it is creating a new
series to be named The Seven Seas Series Real Estate Fund,(2) it has changed the
investment objective and policies of The Seen Seas Series Midcap Index Fund and
renamed it The Seven Seas Series Small Cap Fund, and (3) it has changed the
investment objective and policies of The Seven Seas Series International
European Index Fund and renamed it The Seven Seas Series Active International
Fund (collectively, the "Funds"), and that The Seven Seas Series Fund desires
Xxxxxxx Fund Distributors, Inc. to serve as Distributor with respect to the
Funds pursuant to the terms and conditions of the Distribution Agreement. The
fee to be charged by Distributor to the Funds in return for its services will be
as set forth in the Distribution Agreement.
Notwithstanding anything to the contrary in Paragraph 14, the initial term of
the Distribution Agreement with respect to the Funds shall be until April 12,
1995.
Please acknowledge your acceptance of acting as Distributor to the Funds by
executing this letter agreement in the space provided below and then returning
it to the undersigned.
Sincerely, ACKNOWLEDGED AND ACCEPTED
THE SEVEN SEAS SERIES FUND XXXXXXX FUND DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxxxx, By: /s/ J. Xxxxx Xxxxxxxx,
President Assistant Secretary
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