EXHIBIT 99.(e)(i)
SUNAMERICA INCOME FUNDS
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of January 1, 1999 by and
between SunAmerica Income Funds, a Massachusetts business trust (the "Trust")
and 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, par value $.01 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
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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
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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
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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
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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
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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
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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 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.
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(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
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the Funds 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 Trust by the Distributor
specifically for use therein; and provided, further, that nothing herein shall
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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
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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 Trustee, 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 Trustee, 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
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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 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
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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
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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.
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.
SUNAMERICA INCOME FUNDS
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ J. Xxxxxx Xxxxxx
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J. Xxxxxx Xxxxxx
Director and President
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