EX-99.(e)(ii)
[FORM OF]
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of December , 2005, by and
between the Long Horizon Fund and Short Horizon Income Fund of the AIG Series
Trust a Delaware Trust (the "Trust) and AIG SunAmerica Capital Services, Inc. a
Delaware Trust (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 common stock,
par value $._____ per share (the "Shares"), in separately designated series
representing separate funds with their own investment objectives, policies and
restrictions (the "Portfolios") and has registered the Shares of the Portfolios
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 Portfolios; 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 Portfolios 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 Portfolios hereby agree that the
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
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
Portfolios 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 Portfolios' current investment adviser.
2. SALE OF THE SHARES. The Distributor is authorized as agent
for the Portfolios 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
Portfolios; PROVIDED, HOWEVER, that no sales shall be 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 Portfolios 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 or reimburse the Portfolios for all expenses (except expenses incurred by
the Portfolios 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 Portfolios 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 Portfolios
agree to pay to the Distributor all amounts received as sales charges as
described in the Portfolios' 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 Directors ("Directors") 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
warrants to and agrees with the Distributor that:
(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
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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 Portfolios and the Shares as the Distributor
may reasonably request.
5. INDEMNIFICATION.
(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 Portfolios 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 the Portfolios 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 be so construed as to protect the Distributor against
any liability to the Trust or the Portfolios, or the security holders of the
Portfolios to which the Distributor would otherwise be subject by reason of
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 Directors 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 Director, 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
Portfolios 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
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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 Director, 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 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 Directors of the Trust or by
vote of a majority of the outstanding voting securities of the Trust (as defined
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 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.
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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.
AIG SERIES TRUST,
LONG HORIZON FUND
SHORT HORIZON INCOME FUND
By:
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[Name]
[Title]
AIG SUNAMERICA CAPITAL SERVICES, INC.
By:
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[Name]
[Title]
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