EXHIBIT 99.B(6)(b)
[LOGO] SUNAMERICA
CAPITAL SERVICES INC.
________________________________________
Name of Firm
________________________________________
City State Zip Code
RE: DEALER AGREEMENT
Gentlemen:
We are the national distributor and principal underwriter of the shares of
mutual funds sponsored, managed and/or advised by SunAmerica Asset Management
Corp. (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:
1a. NON-BANK PARTICIPANTS ONLY. You represent and warrant that you are a
member of the National Association of Securities Dealers, Inc. (the "NASD").
You agree to abide by the Rules of Fair Practice, the Constitution and By-Laws
of the NASD and to all other rules and regulations that are now or may become
applicable to transactions thereunder.
b. BANK PARTICIPANTS ONLY. You represent and warrant to us that (i)(a)
you are a "Bank" as such term is defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or (b) you are a "bank
holding company" as such term is defined in the Bank Holding Act of 1956, as
amended (the "Act"); (ii) you are duly organized and an existing "bank" or "bank
holding company" in good standing under the laws of jurisdiction in which you
were organized; (iii) all authorization (if any) required for your lawful
execution of this Agreement and your performance hereunder have been obtained;
and (iv) upon execution and delivery by you, and assuming due and valid
execution and delivery by us, this Agreement will constitute a valid and binding
agreement, enforceable against you in accordance with its terms. In the event
you are a "bank holding company" as such term is defined in the Act, you shall
attach as an exhibit, and 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. You agree to give written notice to us
promptly in the event you shall cease to be a "bank" as such term is defined in
Section 3(a)(6) of the Exchange Act or a "bank holding company" as such term is
defined in the Act. In such event, this Agreement shall be automatically
terminated upon such written notice. You also agree to abide by the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. applicable
to the sale of investment company shares to your customers.
We recognize that you may be subject to the provisions of the Xxxxx-Xxxxxxx
Act and other laws governing, among other things, the conduct of activities by
federally chartered and supervised banks and affiliated organizations. Because
you will be the only one having a direct relationship with the customer, you
will comply and are complying with all laws and regulations, including those of
the applicable regulatory authorities and any federal or state regulatory body
having jurisdiction over you or your customers, to the extent applicable to
securities purchases hereunder for the account of your customer.
2a. Orders for shares received from you and accepted by a Fund will be 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 of the Fund. 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 as 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. 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.
b. Checks should be made payable to the specific Fund or to "SunAmerica
Funds" or, for retirement plan accounts for which the Adviser serves as
fiduciary, to "Resources Trust Company." SAFS reserves the right to reject any
check made payable other than in the manner indicated above. Under certain
circumstances, a Fund will accept a multi-party check (e.g., a check made
payable to the shareholder by another party and then endorsed by the shareholder
to the Fund in payment for the purchase of shares); however, the processing of
such a check may be subject to a delay. The Funds do not verify the
authenticity of the endorsement of such multi-party checks, and acceptance of
the check by a Fund should not be considered verification thereof. Neither the
Funds nor their affiliates will be held liable for any losses incurred as a
result of a fraudulent endorsement.
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 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.
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 Funds' then-current
prospectuses.
6. No person is authorized to make any representations concerning a Fund
or its shares except those contained in its prospectus and any such information
(including any applicable "Statement of Additional Information") as may be
approved by a Fund as information supplemental to its prospectus. In purchasing
shares through us, you shall rely solely on the representations contained in the
then-effective Prospectus 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 and/or supplemental
information (including any applicable "Statement of Additional 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 communication to us shall be sent to SunAmerica Capital Services,
Inc., The SunAmerica Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 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 goverened 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.
10. NON-BANK PARTICIPANTS ONLY. By accepting this Agreement, you
represent that you are (i) registered as a broker-dealer under the Securities
Exchange Act of 1934; (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 NASD. You agree that you will maintain such registration,
qualifications, and membership in full force and effect throughout the terms of
this Agreement. You further agree to comply with all applicable federal laws,
the laws of the states or other jurisdictions concerned, and the rules and
regulations promulgated thereunder, and with the Constitution, By-Laws and Rules
of Fair Practice of the NASD and 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 where you are not registered as a broker-dealer.
11a. SERVICE FEES. We expect you to provide administration and marketing
services in the promotion of the Funds' shares, including services and
assistance to your customers who own Fund shares. For such services, you will be
entitled to compensation as set forth in Schedule A, as may be amended from time
to time, and in the Funds' current prospectuses.
b. CONTINGENT DEFERRED SALES CHARGE ("CDSC"). For purchases of Class B
shares (of 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 for the redemption proceeds as
described in the Funds' prospectuses.
c. CDSC Waivers. An exemptive order issued by the Securities and
Exchange Commission provides for a waiver of the CDSC on the following
redemptions: (a) CDSC Shares (Class B shares and certain Class A shares)
requested to be redeemed within one year of the death or initial determination
of disability, as defined in Section 72(m)(7) of the Internal Revenue Code of
1986 (the "Code"), of a shareholder; (b) Class B shares representing taxable
distributions made by qualified retirement plans or retirement accounts (not
including rollovers) for which SunAmerica Asset Management Corp. serves as
fiduciary; provided that, the plan participant or account xxxxxx has attained
the age of 59 1/2 at the time the redemption is made; (c) Class B shares being
redeemed up to the limit specified in the Funds' prospectuses made pursuant to
any systematic withdrawal plan established by the Funds. The CDSC waiver, with
respect to (a) above (i.e., death or disability), is only applicable in cases
where the shareholder account is registered (i) in the name of an individual
person, (ii) as a joint tenency with rights of survivorship, (iii) as community
property, or (iv) in the name of a minor under the Uniform Gift or Uniform
Transfer to Minors Acts. Notwithstanding the foregoing, we reserve the right to
terminate any or all of these waiver provisions in the future.
d. Commission Reclaims. With respect to shares redeemed on which
the CDSC is waived pursuant to (b) above (i.e., taxable distributions from the
qualified retirement plans as described therein), 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 (which were part of a purchase of $1 million or more, and
which were subject to a CDSC if redeemed within one year of purchase), 50% of
the commission advanced is subject to reclaim if the redemption occurs during
the second year from the date of purchase. For all other purchases of Class A
share at net asset value, the entire commission advanced is subject to reclaim
for any redemption occurring within the first two years form the date of
purchase. The foregoing reclamations will be subtracted from future 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.
12. 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 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: ___________________________________
Name: ___________________________________
Date ___________________ Title: ___________________________________
The undersigned accepts your invitation to make available to its customers
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.
_________________________________ ________________________________
Firm Name Authorized Signatory
_________________________________ ________________________________
Address Print Name
_________________________________ ________________________________
Title of Signatory
_________________________________ ________________________________
Telephone Number Date
_________________________________
Fax Number
SCHEDULE A
SUNAMERICA MUTUAL FUNDS
SunAmerica Income Funds
SunAmerica Federal Securities Fund
SunAmerica U.S. Government Securities Fund
SunAmerica High Income Fund
SunAmerica Diversified Income Fund
SunAmerica Tax Exempt Insured Fund
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
quarterly,
effective
immediately
B SHARES - 4.00% (no breakpoints)
Up to .25% Service Fee, paid quarterly, beginning the 13th month following
purchase
SunAmerica Equity Funds
SunAmerica Blue Chip Growth Fund
SunAmerica Mid-Cap Growth Fund
SunAmerica Small Company Growth Fund
SunAmerica Balanced Assets Fund
SunAmerica Global Balanced Fund
SunAmerica Growth and Income Fund
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 and .25% Marketing Allowance, paid
quarterly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .25% Service Fee, paid quarterly, beginning the 13th month following
purchase
SunAmerica Money Market Funds, Inc.
SunAmerica Money Market Fund
A SHARES
A-1
Up to .15% Service Fee, paid quarterly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .15% Service Fee, paid quarterly, beginning the 13th month
following purchase
A-2
SCHEDULE B
Policies and Procedures with Respect to Sales of SunAmerica
Mutual Funds under the Multiple Pricing Structure
As certain SunAmerica mutual funds (the "Multiple Pricing Funds") offer
shares subject to a front-end sales load ("Class A Shares") and shares subject
to a contingent deferred sales charge ("Class B 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 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 SunAmerica Mutual Fund, for less than $100,000, may
be of either Class A Shares or Class B shares.
(2) Any purchase of a SunAmerica Mutual Fund, for either Class A Shares or
Class B 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 SunAmerica Mutual Fund for $1 million or more must be
for Class A Shares.
(4) Generally, initial purchases of the SunAmerica Money Market Fund must
be of Class A Shares. Class B Shares of such Fund are only available to those
investors exchanging from Class B shares of another SunAmerica Mutual Fund, or
those investors making an initial purchase who intend to exchange into Class B
shares of another SunAmerica Mutual Fund within 90 days.
B-1
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 inquiries 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.
B-2
Effectiveness
This policy is effective as of October 1, 1993 with respect to any order
for shares of all Multiple Pricing Funds.
Question relating to this policy should be directed to SunAmerica Capital
Services, Inc., The SunAmerica Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-
0000.
B-3
