Exhibit 99.e(ii)
Name of Firm
City State Zip Code
RE: SELLING AGREEMENT
Gentlemen:
We are the national distributor and principal underwriter of the
shares of mutual funds sponsored, managed, advised and/or administered by
SunAmerica Asset Management Corp. and its affiliates (hereinafter referred to
individually as a "Fund," or collectively as the "Funds"). The Funds and each
individual investment series thereof are set forth on Schedule A, which may be
amended from time to time. We invite you to participate in making available to
your customers shares of the Funds on the following terms:
1. REPRESENTATIONS, WARRANTIES AND COVENANTS. You represent and
warrant that you are either (i) a "Broker" and/or "Dealer" as each such term is
defined in Section 3(a)(4) and Section 3(a)(5), respectively, of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or (ii) exempt from the
definition of a Broker and/or Dealer pursuant to Section 3(a)(4) and Section
3(a)(5), respectively, of the Exchange Act and you are a "Bank" as such term is
defined in Section 3(a)(6) of the Exchange Act; or (iii) you are a "bank holding
company" as such term is defined in the Bank Holding Company Act of 1956, as
amended (the "Act") and the "banks" on whose behalf you are authorized to
execute this Agreement comply with either clause (i) or (ii). You further
represent and warrant that (A) you are duly organized, validly existing and in
good standing under the laws of the jurisdiction in which you were organized;
(B) all authorization (if any) required for your lawful execution of this
Agreement and your performance hereunder have been obtained; and (C) upon
execution and delivery by you, and assuming due and valid execution and delivery
by us, this Agreement will constitute a legal, valid and binding agreement,
enforceable against you in accordance with its terms.
If you are a Broker and/or Dealer you further represent and
warrant that you are (i) registered as a broker-dealer under the Exchange Act;
(ii) are qualified to act as a dealer in the states or other jurisdictions where
you transact business; and (iii) are a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). If you are a Broker and/or
Dealer, you agree that you will maintain such registration, qualifications, and
membership in full force and effect throughout the term of this Agreement.
You agree to comply with and abide by, as applicable, the
Conduct Rules (whether or not you are a member of the NASD), the Constitution
and By-Laws of the NASD. You further agree to comply with and abide by all
applicable laws, rules and regulations (including, without limitation, those of
applicable regulatory authorities and any federal, state or other regulatory
body having jurisdiction over you, your customers or the transactions
contemplated hereby) that are now or may hereafter become applicable to you and
the transactions hereunder. You agree that you will not offer or sell the shares
of the Funds in any state or jurisdiction where they may not lawfully be offered
or sold, or, if applicable, where you are not registered as a broker-dealer.
You agree to give written notice to us promptly in the event
any of your representations shall cease to be true, and in such event, unless
otherwise agreed to in writing by us, this Agreement shall be automatically
terminated upon such written notice. If you are a "bank holding company" as such
term is defined in the Act, you shall attach an exhibit, which will be made a
part of this Agreement, which sets forth the names and addresses of the "banks"
on whose behalf you are authorized to execute this Agreement.
2.a Orders for shares received from you and accepted by a Fund
will be priced at its next-determined net asset value, plus the applicable sales
charge, if any, at the time of such acceptance as established pursuant to the
then-current prospectus (the "Prospectus") and statement of additional
information (the "SAI") of the Fund. You hereby agree that, in the event you
receive customer purchase or redemption orders for a Fund after the time of day
that such Fund prices its shares, you will have adequate internal controls
designed to prevent such orders from being aggregated with orders received
before such
time. If you designate another entity to receive customer purchase and
redemption orders, you hereby agree to ensure that such designee has adopted and
implemented its own adequate internal controls. Procedures relating to the
handling of orders, including the Policies and Procedures With Respect to Sales
of SunAmerica Mutual Funds Under the Multiple Pricing Structure, as may be
amended from time to time, set forth in Schedule B hereto, shall be subject to
instructions which we shall forward from time to time to all firms (the
"Participants") through which we make available shares of the Funds. All orders
are subject to acceptance by the applicable Fund, which reserves the right in
its sole discretion to reject any order in whole or in part.
b. We will confirm transactions for each of your customers, it
being understood in all cases that (a) you are acting as the agent for the
customer; (b) the transactions are without recourse against you by the customer
except to the extent that (i) your failure to transmit orders in a timely
fashion results in a loss to your customer, or (ii) in the event you do not
receive a confirmation of the transaction within ten (10) business days
following the order date, your failure to inquire as to the status of the
transaction during such time period results in a loss to your customer; (c) as
between you and the customer, the customer shall have beneficial ownership of
the Fund shares; (d) each transaction is initiated solely upon the order of the
customer; and (e) each transaction is for the account of the customer and not
for your account.
3. As a Participant, you agree to purchase shares of the Funds
only through us or from your customers. Purchases through us shall be made only
for the purpose of covering purchase orders already received from your customers
or for your own bona fide investment.
4. You agree to sell shares of the Funds only (a) to your
customers at the net asset value plus applicable sales charge, if any, then in
effect as established by the then-current Prospectus and SAI of the applicable
Fund or (b) to us as agent for the Fund or the Fund itself at the redemption
price as described in the Prospectus and SAI.
5. We reserve the right in our discretion, and without notice to
you, to suspend sales or withdraw the offering of shares entirely, or to modify
or cancel this Agreement. All sales shall be subject to the terms and provisions
set forth in the applicable Fund's then-current Prospectus and SAI. Nothing
herein shall obligate us to pay commissions or other concessions in violation of
any applicable law.
6. No person is authorized to make any representations concerning
a Fund or its shares except those contained in its Prospectus, SAI and any other
information as may be approved by a Fund as information supplemental to its
Prospectus and SAI. In purchasing shares through us, you shall rely solely on
the representations contained in the then-effective Prospectus, SAI and
supplemental information above-mentioned. You agree to hold us harmless and
indemnify the Funds and us in the event that you, or any of your sales
representatives, should violate any law, rule or regulation, or any provisions
of this Agreement, which may result in liability to the Funds or us. Additional
copies of any Prospectus, SAI and/or supplemental information will be supplied
by us to you in reasonable quantities upon request.
7. You shall have no authority whatever to act as agent of the
Funds or us, or any other Participant, and nothing in this Agreement shall
constitute you or the Funds as the agent of the other. In all transactions in
these shares between you and us, we are acting as agent for the Funds and not as
principal.
8. All communications to us shall be sent to SunAmerica Capital
Services, Inc., The SunAmerica Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000-0000. Any notice to you shall be duly given if mailed or telegraphed to
you at your address set forth below, unless you give us written instructions
otherwise. It is your responsibility to provide us with updated information
concerning where written communications should be sent.
9. This Agreement may be terminated without penalty upon written
notice by either party at any time, and shall automatically terminate upon its
assignment, or upon any event that terminates a Fund's Distribution Agreement
with us. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. The indemnification provision in Section 6
hereof shall survive any termination of this Agreement hereunder.
10a. FRONT-END SALES CHARGE. Class A and Class II shares are
generally subject to front-end sales charges, as described in each Fund's
Prospectus and SAI.
b. CONTINGENT DEFERRED SALES CHARGE ("CDSC"). For purchases of
Class B and Class II shares (or for certain purchases of Class A shares), we
advance commissions with the presumption that assets will remain in the Fund(s)
long enough for expenses to be recouped. In the event of a redemption of shares
purchased before the holding period expires, a CDSC is deducted from the
redemption proceeds as described in each Fund's Prospectus and SAI.
c. SALE CHARGE WAIVERS. Waivers of front end sales charges and
CDSCs are described in each Fund's Prospectus and SAI.
d. COMMISSION RECLAIMS. With respect to shares redeemed on which
the CDSC is waived for taxable distributions from qualified retirement plans as
described in each Fund's Prospectus and SAI, 100% of the commission advanced to
the selling broker/dealer in respect of such shares is subject to reclaim in the
event the redemption occurs within the first year from the date of purchase, and
50% of the commission advanced if the redemption occurs in the second year from
the date of purchase. With respect to Class A shares purchased at net asset
value, the entire commission advanced is subject to reclaim for any redemption
occurring within the first year from the date of purchase. The foregoing
reclamations will be subtracted from dealer concession payments payable
according to Schedule A and, if sufficient dealer concession payments are not
available to offset these reclamations, you will reimburse us for these amounts.
e. SERVICE FEES. We expect you to provide administration and
marketing services in the promotion of each Fund's shares, including services
and assistance to your customers who own Fund shares. For such services, you
will be entitled to compensation as set forth on Schedule A, as may be amended
from time to time, and in each Fund's current Prospectus and SAI. You hereby
agree to waive payment of such compensation until such time that we are in
receipt of the commissions or concessions due for such Fund shares. Our
liability for payment of such compensation is limited solely to the proceeds of
such concessions receivable. No commission or concession shall be payable with
respect to shares purchased through reinvestment of dividends or distributions,
or that had been acquired through one or more exchange transactions which had
been the subject of payments under this paragraph. In addition, no commission or
concession shall be payable with respect to shares that had been subject to a
waiver of the sales charge except as set forth in each Fund's current Prospectus
and SAI.
11. This Agreement shall become effective upon receipt by us of a
signed copy hereof, and shall continue in effect until and unless terminated (i)
pursuant to Section 9, above, or (ii) on account of your violation of any
representation, warranty or covenant contained herein. This Agreement shall
supersede all prior Selling Agreements with you relating to the shares of the
Funds. This Agreement may be amended in writing signed by each of the parties
hereto, except that we may amend Schedule A in our sole discretion upon notice
to you. Any such amendment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors.
SUNAMERICA CAPITAL SERVICES, INC.
By:
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Name:
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Date: Title:
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The undersigned accepts your invitation to make available to its
customers the shares of the Funds and agrees to abide by the foregoing terms and
conditions. The undersigned acknowledges receipt of Prospectuses of the Funds in
connection with this offering.
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Firm Name Authorized Signatory
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Address Print Name
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Telephone Number Date
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Fax Number
SCHEDULE A
SUNAMERICA MUTUAL FUNDS
SUNAMERICA INCOME FUNDS
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
--------------- -----------------
$0 to $99,999 4.00%
$100,000 to $249,999 3.00%
$250,000 to $499,999 2.25%
$500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee, paid monthly, effective immediately
B SHARES - 5.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month
following purchase
II SHARES - 2.00% (no breakpoints)
For all Funds except High Income, up to .25% Service Fee and .50% trail
commission (total .75%), paid monthly, beginning the 13th month following
purchase. With respect to High Income, up to .25% Service Fee and .75% trail
commission (total 1.00%), paid monthly, beginning the 13th month following
purchase.
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SUNAMERICA EQUITY FUNDS
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
--------------- -----------------
$0 to $49,999 5.00%
$50,000 to $99,999 4.00%
$100,000 to $249,999 3.00%
$250,000 to $499,999 2.25%
$500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee paid monthly, effective immediately
B SHARES - 5.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month
following purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase
SUNAMERICA MONEY MARKET FUNDS, INC.
COMPENSATION
A SHARES
Up to .15% Service Fee, paid monthly, effective immediately
B SHARES - 5.00% (no breakpoints)
Up to .15% Service Fee, paid monthly, beginning the 13th month
following purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .25% trail commission (total .50%), paid
monthly, beginning the 13th month following purchase
SUNAMERICA STYLE SELECT SERIES, INC. AND SUNAMERICA STRATEGIC INVESTMENT SERIES,
INC.
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
--------------- -----------------
$0 to $49,999 5.00%
$50,000 to $99,999 4.00%
$100,000 to $249,999 3.00%
$250,000 to $499,999 2.25%
$500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee, paid monthly, effective immediately
B SHARES - 5.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month
following purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase
BRAZOS MUTUAL FUNDS
COMPENSATION (concession to selling dealer is based on amount of purchase)
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A SHARES
PURCHASE AMOUNT DEALER CONCESSION
--------------- -----------------
$0 to $49,999 5.00%
$50,000 to $99,999 4.00%
$100,000 to $249,999 3.00%
$250,000 to $499,999 2.25%
$500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee paid monthly, effective immediately
B SHARES - 5.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month
following purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase
Rev. 12/00
SCHEDULE B
POLICIES AND PROCEDURES WITH RESPECT TO
SALES OF SUNAMERICA MUTUAL FUNDS
UNDER THE MULTIPLE PRICING STRUCTURE
As certain portfolios of SunAmerica Mutual Funds, SunAmerica Strategic
Investment Series, Inc., Style Select Series, Inc. and the Brazos Mutual Funds
(the "Multiple Pricing Funds" or the "Funds") offer shares subject to a
front-end sales load ("Class A Shares"), shares subject to a deferred sales
charge ("Class B Shares") and shares subject to both a front-end sales load and
deferred sales charge ("Class II Shares"), it is important for investors not
only to choose a mutual fund that best suits their investment objectives, but
also to choose the sales financing method which best suits their particular
needs. To assist your clients in these decisions and to ensure proper
supervision of mutual fund purchase recommendations, we are instituting the
following policies:
(1) Any purchase of a Fund for less than $100,000 may be of either
Class A, Class B or Class II Shares.
(2) Any purchase of a Fund, for either Class A, Class B or Class
II Shares, in the amount of $100,000 or more, but less than $1 million, must be
reviewed and approved for appropriateness by the Broker/Dealer (who must
maintain a written record of this review) in light of the relevant facts and
circumstances pertaining to your client, including, but not limited to:
(a) the specific purchase order dollar amount;
(b) the length of time the client expects to hold his or her
shares; and
(c) any other relevant circumstances, such as the availability
of purchases under letters of intent or pursuant to rights of
accumulation.
(3) A purchase of any Fund for $1 million or more should be for
Class A Shares.
(4) Generally, initial purchases of the SunAmerica Money Market
Fund must be of Class A Shares. Class B or Class II shares of such Fund are only
available to those investors exchanging from Class B or Class II shares of
another Fund, or those investors making an initial purchase who intend to
exchange into the Class B or Class II shares of another Fund.
GENERAL GUIDELINES
There are instances where one financing method may be more advantageous
to an investor than the other. For example, investors who may take advantage of
breakpoints and those qualifying for a discount from the maximum sales load on
Class A Shares, may determine that the purchase of Class A Shares with the
payment of a reduced front-end sales charge is preferable to payment of the
ongoing distribution fee imposed upon Class B Shares for the first seven years.
On the other hand, investors whose orders would not take advantage of
breakpoints to qualify for a discount may wish to defer
the sales load and have all of their funds invested in Class B Shares initially.
After a holding period of seven years, the Class B Shares convert to Class A
Shares, and ongoing charges are thereafter equal.
A National Association of Securities Dealers, Inc. rule specifically
prohibits "breakpoint sales" of front-end load shares. A "breakpoint sale" is a
sale to an investor of an amount of front-end load (Class A) shares just below
the amount which would be subject to the next breakpoint on the fund's sales
charge schedule. Because the deferred sales charge on Class B shares is
gradually reduced to 0% over the six-year period in which the shares are held, a
redemption of Class B shares just before an "anniversary date" is in some ways
analogous to a breakpoint sale. An investor might wish to redeem just before an
anniversary date for tax or other reasons, and an investor who chose to wait
would continue to be at market risk. Nevertheless, you should inform your
clients intending to redeem Class B shares near an anniversary date that, if the
redemption were delayed, the deferred sales charge might be reduced.
RESPONSIBILITIES OF THE BROKER/DEALER
You must ensure that all employees receiving investor inquires about
the purchase of shares of Multiple Pricing Funds have advised the investor of
the available financing methods offered by the mutual funds, and the impact of
choosing one method over another. In certain instances, it may be appropriate to
discuss the purchase directly with the investor. The foregoing guidelines, as
well as the examples cited above, should assist you in reviewing purchase orders
less than, equal to, or greater than $100,000.
EFFECTIVENESS
This policy is effective as of October 1, 1993 with respect to any
order for shares of all Multiple Pricing Funds.
Questions relating to this policy should be directed to SunAmerica
Capital Services, Inc., The SunAmerica Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000-0000.
Rev. 8/99
AMENDMENT TO SELLING AGREEMENT
Agreement dated this __________day of ______________, 20___ between
_______________("You") and SunAmerica Capital Services, Inc. ("We" or
"Distributor") as an amendment to the Selling Agreement as amended from time to
time, and in effect between You and Distributor (the "Selling Agreement"). Terms
used herein and not otherwise defined, shall have the meanings assigned to them
in the Selling Agreement.
W I T N E S S E T H:
WHEREAS, You accepted Distributor's invitation to make available to
your customers shares of the Funds;
WHEREAS, certain of these Funds may now or in the future offer Class II
shares (the "Class C Shares"), which are generally subject to a front-end sales
charge and a contingent deferred sales charge (the "CDSC"); and
WHEREAS, You wish to make Class II Shares available to your customers,
subject to the terms and conditions set forth in the Selling Agreement, without
a front-end sales charge as amended hereby.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and accepted by both parties, You
and Distributor hereby agree as follows:
1. Section 10a. of the Selling Agreement is hereby amended by
replacing the sentence thereof as follows:
Class A shares are generally subject to front-end
sales charges, as described in each Fund's Prospectus
and SAI. Class II shares generally will not be
subject to front-end sales charges.
2. Schedule A of the Selling Agreement (in existence as of the
date hereof or as amended from time to time in accordance with
the Selling Agreement) is hereby amended by inserting the
following at the end of each compensation section relating to
a Fund (or a series thereof) that may now or in the future
offer Class II shares:
"II SHARES - 1.00% (no breakpoints)
Up to .25% Service Fee and .75% trail
commission (total 1.00%) paid quarterly,
beginning the 13th month following purchase"
3. You agree to maintain your customer's accounts with respect to
the Funds in an omnibus account, and will perform
administrative duties related thereto;
4. Except to the extent specifically amended hereby, the Selling
Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed
as of the date set forth above by a duly authorized officer of
each party.
SUNAMERICA CAPITAL SERVICES, INC.
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By: By:
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Name: Name:
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Title: Title:
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Rev. 5/00
