DRAFT 10/25/96
DISTRIBUTION AGREEMENT
Agreement made this __ day of October 1996, between Lord Xxxxxx Series Fund,
Inc., a diversified open-end management investment company incorporated under
the laws of Maryland (the "Fund"), and Lord Xxxxxx Distributor LLC, a New York
limited liability company (the "Distributor"), each with offices at the General
Motors Building, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
WHEREAS, the Fund currently offers shares of its common stock ("Shares") in one
Portfolio designated as the Growth & Income Portfolio (the "Current Portfolio"),
and the Fund may offer Shares of one or more additional portfolio's (each, an
"Additional Portfolio", and, together with the Current Portfolio, the
"Portfolios") in the future; and
WHEREAS, the Fund's Shares are and may be used as the funding vehicle for
certain variable annuity contracts and variable life insurance policies
(collectively referred to herein as "Variable Contracts") offered by life
insurance companies (each, a "Life Company", and, collectively, the "Life
Companies") through separate accounts of such Life Companies; and
WHEREAS, from time to time the Distributor may enter into Sales Agreements with
Life Companies that have or will establish one or more separate accounts to
offer Variable contracts, pursuant to which the Fund's Shares will serve as the
underlying funding vehicle for such Variable Contracts; and
WHEREAS, the Fund has adopted a distribution Plan (the "Plan") pursuant to
Section 12(b) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Rule 12b-1 thereunder, pursuant to which the Fund may pay for certain
Distribution Expenses (as defined in the Plan) incurred or paid by the Life
Companies;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1.(a) The Fund proposes to issues and sell Shares of the portfolios to separate
accounts of Life Companies to the extent permitted by applicable law. The fund
hereby appoints the Distributor as its exclusive selling 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 separate
accounts of such Life Companies as may from time to time be approved by the
Board of Directors.
(b) In the event that the fund proposes to sell Shares of one or more of
Additional Portfolios, it shall notify the Distributor in writing and the Fund
and the Distributor shall enter into and Addendum to this Agreement for the
Additional portfolios and the Additional portfolios shall be subject to this
Agreement.
2. The Distributor agrees that (i) all Shares sold by the Distributor shall be
sold at the net asset value thereof determined as provided in the Fund's
Articles of Incorporation, as the same may be amended from time to time and (ii)
the Fund shall receive 100% of such net asset value. All orders for Shares sold
to Life Companies by the distributor shall be transmitted to the Fund for
acceptance at its office in New York.
3. All Fund sales literature and advertisements used by the distributor in
connection with the sales of Shares shall be filed with the appropriate
authorities, including the National association of Securities Dealers, Inc., the
states, jurisdictions, and/or the Securities and Exchange Commission as may be
required from time to time. The Fund authorizes the Distributor, in connection
with the sale or arranging for the sale of Shares, to provide only such
information and to make only such statements or representations which are not
materially misleading or which are contained in the Fund's then-current
Prospectus or Statement of Additional Information or shareholder reports or in
such financial and other statements which are furnished to the Distributor by
the Fund. 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 furnished by the Fund and described in the preceding sentence.
The Distributor shall review all materials submitted to it by the life Companies
that describe the Fund, the Shares or the Distributor. The Distributor shall not
be responsible for any information provided or statements or representations
made by the Life Companies, representatives or agents of the Life Companies or
any other persons or entities other than the Distributor's representatives or
agents.
4.(a) The Fund will pay or cause to be paid the fees, costs, expenses or other
charges of any of its portfolios as set forth in the Management Agreement
between the Fund and Lord Xxxxxx LLC, as the same be amended from time to time.
(b) The Distributor shall pay all of the costs and expenses incurred by its
connection with the offer and sale of the Shares of any Portfolio, provided,
however, that Distribution Expenses payable by the Fund as provided in paragraph
(c) hereof shall not be deemed to be costs and expenses incurred by the
Distributor. If the Distributor pays for other expenses of the Fund or furnishes
the Fund with services, the cost of which is to be borne by the Fund under this
Agreement, the distributor shall not be deemed to have waived its rights under
this Agreement to have the Fund pay for such services in the future.
(c) The Fund may pay amounts of Distribution Expenses to the Distributor for
remittance to a Life Company that has entered into a Sales Agreement with the
Distributor, with respect to the Current Portfolio and with respect to each
Additional Portfolio that may adopt the Plan, as the same may be amended from
time to time. Any such Distribution Expenses shall be payable in accordance
with, and subject to compliance by the Distributor and the Fund with the
provisions of, the Plan. The Distributor shall remit as promptly as reasonably
practicable all payments received from the Fund pursuant to the Plan to the
respective Life Companies having incurred or paid such Distribution Expenses.
5. Neither this Assignment nor any other transaction between the parties hereto
pursuant to this Agreement shall be invalidated or in any way affected by the
fact that any or all of the
directors, officers, stockholders, or other representatives of the Fund are or
may be interested in the Distributor, or any successor or assignee thereof, or
that any or all of the directors, officers, partners, or other representatives
of the distributor are or may be interested in the fund, except as otherwise may
be provided in the 1940 Act.
6. The Distributor agrees that it will not sell for its own account to the Fund
any stocks, bonds or other securities of any kind or character, except that if
it shall own any of the Fund's Shares or other securities, it may sell them to
the Fund on the same terms as any other shareholder might do.
7. The Distributor agrees that it will shall observe and be bound by all of the
terms of the Articles of Incorporation of the Fund, including any amendments
thereto, which shall in any way limit or restrict or prohibit or otherwise
regulate any action of the Distributor.
8.(a) This Agreement shall continue in force until January 30, 1995, and it may
be continued annually thereafter by specific approval of the Board of Directors
of the Fund or by vote of a majority of the outstanding voting securities of the
Fund; any such renewal shall be approved by the vote of majority of the
directors who are not parties to this Agreement and are not "interested persons"
of the Fund and have no direct or indirect financial interest in the operation
of this Agreement (the "Independent Directors"), cast in person at a meeting
called for the purpose of voting on such renewal.
(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 Independent
Directors or by vote of a majority of the outstanding voting securities of that
Portfolio on not more than 60 days written notice to the Distributor.
(c) This Agreement shall automatically terminate in the event of its assignment.
(d) The terms "interested person", "assignment" and "vote of a majority of the
outstanding voting securities" as used herein shall have the meaning given to
them in the 1940 Act.
9. Other than to abide by the provisions hereof and render the services called
for hereunder in good faith, the Distributor assumes no responsibility under
this Agreement and having so acted, the Distributor shall not be held liable or
held accountable for any mistake of law or fact, or for any loss or damage
arising or resulting therefrom suffered by the Fund or any of the stockholders,
creditors, directors, or officers of the Fund; provided, however, that nothing
herein shall be deemed to protect the Distributor against any liability to the
Fund or its shareholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder, or by reason of the
reckless disregard of its obligations and duties hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed by their duly authorized officers on the day and year first
above written.
LORD XXXXXX SERIES FUND, INC.
By:
Chairman
Attest:
Secretary
LORD, XXXXXX & CO.
By:
Partner
