DISTRIBUTION AGREEMENT
Agreement, made this 1st day of February, 1997 between USLICO Series Fund ("xxx
Xxxx") and Washington Square Securities, Inc. ("WSSI" or "Distributor").
WHEREAS, the Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), securities of which are registered under the Securities Act of 1933, as
amended ("1933 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest (the
"Shares") in separate classes, or "portfolios" with each such class representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, the Fund offers shares in four portfolios designated as the Stock
Portfolio, the Money Market Portfolio, the Bond Portfolio and the Asset
Allocation Portfolio, such Portfolios together with all other Portfolios
subsequently established by the Fund with respect to which the Fund desires to
retain the Distributor to render services hereunder and with respect to which
the Distributor is willing so to do, being herein collectively referred to as
the "Portfolios."
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto agree as follows:
1. The Fund hereby appoints WSSI as Distributor of the Shares on the
terms and for the period set forth in this Agreement, and WSSI hereby
accepts such appointment and agrees to render the services and
undertake the duties set forth herein.
2. (a) In performing its duties as Distributor, WSSI will act in
conformity with the Prospectus of the Fund (the "Prospectus") included
in the Fund's Registration Statement on Form N-1A under the 1933 Act
and the 1940 Act, as filed with the Securities and Exchange Commission
and as amended or supplemented from time to time, and with the
instructions and directions of the Board of Trustees of the Fund, the
requirements of the 1933 Act, the 1940 Act and all other applicable
federal and state laws and regulations.
(b) WSSI will hold itself available to receive by mail, telex and/or
telephone orders for the purchase or redemption of the Shares and
will accept or reject such orders on behalf of the Fund in
accordance with the provisions of the Prospectus, and will
transmit such orders as are so accepted to the Fund's transfer
agent promptly for processing at the Shares' net asset value next
determined in accordance with the Prospectus. The Distributor
will not use any sales literature which has not been previously
approved by the Fund.
(c) WSSI shall not be obligated to sell any certain number of shares.
Such shares will be sold without a sales charge. No commission or
other fee will be paid to WSSI in connection with the sale of the
Shares.
3. During the term of this Agreement, WSSI will bear all its expenses in
complying with this Agreement, including the following expenses:
(a) costs of sales presentations, mailings, advertising, and any
other marketing efforts by WSSI in connection with the
distribution or sales of the Shares; and
(b) any compensation paid to employees of WSSI in connection with the
distribution or sale of the Shares.
4. The Fund shall bear all of its other expenses, including, but not
limited to:
(a) preparation of its reports, proxies and prospectuses and printing
and distributing reports, proxies and prospectuses and other
communications to existing shareholders;
(b) registration of the Fund's Shares with the Securities and
Exchange Commission; and
(c) qualification of the Fund's Shares for sale in jurisdictions
designated by the Distributor;
5. WSSI shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from its willful
misfeasance, bad faith or negligence in the performance of its duties
under this Agreement. Any person, even though also an officer,
employee or agent of WSSI, who may be or become an officer, trustee,
employee or agent of the Fund shall be deemed, when rendering services
to the Fund or acting in any business of the Fund, to be rendering
such services to or acting solely for the Fund and not as an officer,
partner, employee or agent or one under the control or direction of
WSSI even though paid by WSSI.
6. This Agreement shall take effect on February 1, 1997, and shall
continue in effect, unless sooner terminated as provided herein, for
two years from such date and shall continue from year to year
thereafter so long as such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the
Board of Trustees of the Fund who are not parties to this Agreement or
interested persons (as defined in the 0000 Xxx) of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) either by a majority of the entire Board of Trustees
of the Fund or by a majority vote (as defined in the Prospectus) of
the shareholders of the Fund; provided, however, that this Agreement
may be terminated at any time and without penalty by the Board of
Trustees of the Fund; by a majority vote (as defined in the
Prospectus) of the shareholders of the Fund on 60 days' written notice
to WSSI; or by WSSI, without payment of any penalty, on 90 days'
written notice to the Fund. This Agreement will automatically and
immediately terminate in the event of its assignment (as defined in
the 1940 Act).
7. Notices of any kind to be given to WSSI by the Fund shall be in
writing and shall be duly given if mailed, first class postage
prepaid, or delivered to WSSI, 00 Xxxxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxxx, XX 00000, or at such other address or to such individual
as shall be specified by WSSI to the Fund. Notices of any kind to be
given to the Fund shall be in writing and shall be duly given if
mailed, first class postage pre-paid, or delivered to the Fund at 0000
Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 or at such other
address or to such individual as shall be specified by the Fund.
8. The services of the Distributor to the Fund 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.
9. The Distributor shall prepare reports to the Board of Trustees of the
Fund on a quarterly basis showing such information as from time to
time shall be reasonably requested by the Board.
10. The Distributor shall for all purposes herein is deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Fund
in any way or otherwise be deemed an agent of the Fund. It is
understood and agreed that the Distributor, by separate agreement with
the Fund, may also serve the Fund in other capacities.
11. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
12. This Agreement shall be governed by the laws of Virginia, provided
that nothing herein shall be construed in a manner inconsistent with
the Investment Company Act of 1940, the Securities Exchange Act of
1934 or any rule or order of the Securities and Exchange Commission.
13. 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 and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
14. The Declaration of Trust establishing the Fund, filed on January 19,
1988, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the Office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "USLICO Series
Fund" refers to the Trustees under the Declaration collectively as
trustees and not as individuals or personally, and that no
shareholder, trustee, officer, employee or agent of the Fund shall be
subject to claims against or obligations of the Fund to any extent
whatsoever, but that the Fund estate only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
WASHINGTON SQUARE SECURITIES, INC.
BY:/s/Xxxxxx X. Sagniaw
-------------------------------
Xxxxxx X. Saginaw
Title: Vice President
USLICO SERIES FUND
By:/s/Xxxxxx X. Saginaw
--------------------
Xxxxxx X. Saginaw
Title: Vice President
