Exhibit (e)(1)
DISTRIBUTION AGREEMENT
CLASS I SHARES
This Agreement is made as of November 3, 2003, between Xxxxxxxxx Xxxxxx
Advisers Management Trust, a Delaware business trust ("Trust"), and Xxxxxxxxx
Xxxxxx Management Inc., a New York corporation (the "Distributor").
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, management investment company and
has established several separate series of shares of beneficial interest
("Shares"), with each series having its own assets, liabilities and investment
policies;
WHEREAS, the series issue and sell or propose to issue and sell their
Shares to separate accounts of life insurance companies ("Life Companies") to
serve as investment vehicles for variable annuities and/or variable life
contracts issued by such Life Companies ("Variable Contracts") and may issue and
sell their Shares to such other persons who may purchase under Treasury
Regulation Section 1.817-5, which may include, among others, qualified pension
and retirement plans ("Qualified Plans");
WHEREAS, certain of the series intend to issue Shares of a class
designated as Class I; and
WHEREAS, the Trust desires to retain the Distributor to furnish certain
distribution services with respect to each series listed in Schedule A attached
hereto, (each such series a "Portfolio"); and with respect to Class I of such
other series of the Trust hereinafter established as agreed to from time to time
by the parties, evidenced by an addendum to Schedule A (hereinafter "Portfolio"
shall refer to each Portfolio which is subject to this Agreement and all
agreements and actions described herein to be made or taken by a Portfolio shall
be made or taken by the Trust on behalf of the Portfolio and "Shares" shall
refer to Class I Shares of a Portfolio), and the Distributor is willing to
furnish such services,
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. The Trust hereby appoints the Distributor as agent to
sell the Shares to separate accounts of Life Companies, to Qualified Plans, and
such other persons as may be permitted by law, and the Distributor hereby
accepts such appointment. All sales by the Distributor shall be expressly
subject to acceptance by the Trust, acting on behalf of the Portfolio.
2. (a) The Distributor agrees that (i) all Shares sold
by the Distributor shall be sold at the net asset value ("NAV") thereof as
described in Section 3 hereof, and (ii) the Portfolio shall receive 100% of such
NAV.
(b) The Shares may be sold in accordance with the
following: fund participation or other agreements between the Trust, the
Distributor, and the Life Companies;
agreements between the Trust or the Distributor and Qualified Plans or the
Trustees of such plans; and agreements with other financial intermediaries. The
Shares may also be offered directly to persons eligible to purchase the Shares.
(c) The Distributor can use any of the officers and
employees of Xxxxxxxxx Xxxxxx, LLC to provide any of the services or reports
required under this agreement.
3. The Trust agrees to supply to the Distributor, promptly
after the time or times at which NAV is determined, on each day on which NAV is
determined as provided in the then-current Prospectus and/or Statement of
Additional Information ("SAI") of the pertinent Portfolio (each such day a
"business day"), a statement of the NAV of each Portfolio, having been
determined in the manner set forth in the then-current Prospectus and/or SAI of
the pertinent Portfolio. Each determination of NAV shall take effect as of such
time or times on each business day as set forth in the then-current Prospectus
and/or SAI of the pertinent Portfolio, and shall prevail until the time as of
which the next determination is made.
4. Upon receipt by the Trust at its principal place of
business of an order from the Distributor, the Trust shall, if it elects to
accept such order, as promptly as practicable, cause the Shares purchased by
such order to be delivered in such amounts and in such names as the Distributor
shall specify or as agreed upon in a fund participation agreement or other
agreement with a Life Company or other offeree, against payment therefor in such
manner as may be acceptable to the Trust or as agreed upon in a fund
participation agreement or other agreement with a Life Company or other offeree.
The Trust may, in its discretion, refuse to accept any order for the purchase of
Shares that the Distributor may tender to it.
5. (a) All sales literature and advertisements used by
the Distributor in connection with sales of Shares shall be subject to approval
by the Trust. The Trust authorizes the Distributor, in connection with the sale
or arranging for the sale of Shares of any Portfolio, to provide only such
information and to make only such statements or representations as are contained
in the Portfolio's then-current Prospectus and SAI or in such financial and
other statements furnished to the Distributor pursuant to the next paragraph or
as may properly be included in sales literature or advertisements in accordance
with the provisions of the Securities Act of 1933, as amended (the "1933 Act"),
the 1940 Act and applicable rules of self-regulatory organizations. Neither the
Trust nor any Portfolio shall 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 described in the preceding sentence.
(b) Each Portfolio shall keep the Distributor fully
informed with regard to its affairs, shall furnish the Distributor with a
certified copy of all of its financial statements and a signed copy of each
report prepared for it by its independent auditors, and shall cooperate fully in
the efforts of the Distributor to negotiate and sell Shares of such Portfolio
and in the Distributor's performance of all its duties under this Agreement.
6. The Distributor, as agent of each Portfolio and for the
account and risk of each Portfolio, is authorized, subject to the direction of
the Trust, to accept orders to redeem outstanding Shares of such Portfolio when
properly tendered by shareholders pursuant to the
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redemption right granted to such Portfolio's shareholders by the Trust
Instrument of the Trust, as from time to time in effect, at a redemption price
equal to the NAV per Share of such Portfolio next determined after proper tender
and acceptance, subject to any fees on redeemed Shares that are described in the
then-current Prospectus and/or SAI of the pertinent Portfolio, or as agreed upon
in a fund participation agreement or other agreement with a Life Company or
other offeree. The Trust has delivered to the Distributor a copy of the Trust's
Trust Instrument as currently in effect and agrees to deliver to the Distributor
any amendments thereto promptly upon filing thereof with the Office of the
Secretary of State of the State of Delaware.
7. The Distributor shall assume and pay or reimburse each
Portfolio for the following expenses of such Portfolio: (i) costs of printing
and distributing reports, prospectuses and SAIs for other than existing
Shareholders used in connection with the sale or offering of the Portfolios'
Shares; and (ii) costs of preparing, printing and distributing all advertising
and sales literature relating to such Portfolio printed at the instruction of
the Distributor.
8. The Distributor shall pay all of its own costs and
expenses connected with the sale of Shares. The Distributor may, at its sole
discretion and at its expense, but shall not be required to, provide and obtain
such administrative and shareholder services for Class I of each Portfolio as
Distributor deems appropriate, which may include services to Life Companies
and/or Variable Contract Owners.
9. Each Portfolio shall maintain a currently effective
Registration Statement on Form N-1A with respect to such Portfolio and shall
file with the Securities and Exchange Commission (the "SEC") such reports and
other documents as may be required under the 1933 Act and the 1940 Act, or the
rules and regulations of the SEC thereunder.
Each Portfolio represents and warrants that the Registration
Statement, post-effective amendments, Prospectus and SAI (excluding statements
relating to the Distributor and the services it provides that are based upon
written information furnished by the Distributor expressly for inclusion
therein) of such Portfolio shall not contain any untrue statement of material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and that all statements
or information furnished to the Distributor, pursuant to Section 5(b) hereof,
shall be true and correct in all material respects.
10. (a) This Agreement shall become effective with
respect to a Portfolio on the date indicated in Schedule A and, unless sooner
terminated as herein provided, this Agreement shall remain in effect until
October 31, 2005, unless renewed as hereinafter provided prior to that date, and
may be continued from year to year thereafter; provided, that such continuance
shall be specifically approved each year by the Trustees or by a majority of the
outstanding voting securities of the Class I Shares of the Portfolio, and in
either case, also by a majority of the Trustees who are not interested persons
of the Trust or the Distributor ("Disinterested Trustees"). This Agreement may
be amended as to any Portfolio with the approval of the Trustees or of a
majority of the outstanding voting securities of the Class I Shares of such
Portfolio; provided, that in either case, such amendment also shall be approved
by a majority of the Disinterested Trustees.
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(b) Either party may terminate this Agreement
without the payment of any penalty, upon not more than sixty days' nor less than
thirty days' written notice delivered personally or mailed by registered mail,
postage prepaid, to the other party; provided, that in the case of termination
by any Portfolio, such action shall have been authorized (i) by resolution of
the Trustees, or (ii) by vote of a majority of the outstanding voting securities
of the Class I Shares of such Portfolio, or (iii) by written consent of a
majority of the Disinterested Trustees.
(c) This Agreement shall automatically terminate
upon its "assignment" by the Distributor.
(d) Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, by rules, regulations, orders, or interpretations of the SEC.
Specifically, the terms "interested persons," "assignment" and "vote of a
majority of the outstanding voting securities", as used in this Agreement, shall
have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition,
when the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is modified, interpreted or relaxed by a rule, regulation or
order of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order. The
Trust and the Distributor may from time to time agree on such provisions
interpreting or clarifying the provisions of this Agreement as, in their joint
opinion, are consistent with the general tenor of this Agreement and with the
specific provisions of this Section 10(d). Any such interpretation or
clarification shall be in writing signed by the parties and annexed hereto, but
no such interpretation or clarification shall be effective if in contravention
of any applicable federal or state law or regulation, and no such interpretation
or clarification shall be deemed to be an amendment of this Agreement.
No term or provision of this Agreement shall be
construed to require the Distributor to provide distribution services to any
series of the Trust other than the Portfolios listed in Schedule A, or to
require Class I or any Portfolio to pay any compensation or expenses that are
properly allocable, in a manner approved by the Trustees, to a class or series
of the Trust other than Class I or such Portfolio.
(e) This Agreement is made and to be principally
performed in the State of New York, and except insofar as the 1940 Act or other
federal laws and regulations may be controlling, this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York.
(f) This Agreement is made by the Trust solely with
respect to Class I of the Portfolio, and the obligations created hereby bind
only assets belonging to Class I of that Portfolio.
11. The Distributor or one of its affiliates may from time
to time deem it desirable to offer to the list of shareholders of Class I of
each Portfolio the shares of other mutual funds for which it acts as
Distributor, including other series of the Trust or other products or services;
however any such use of the list of shareholders of any Series shall conform to
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applicable law and shall be made subject to such terms and conditions, if any,
as shall be approved by a majority of the Disinterested Trustees.
12. The Distributor shall look only to the assets of Class I
of a Portfolio for the performance of this Agreement by the Trust on behalf of
such Portfolio, and neither the Trustees nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be personally liable
therefor.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed by their duly authorized officers and under their
respective seals.
XXXXXXXXX XXXXXX
ADVISERS MANAGEMENT TRUST
/s/ Xxxxx X. Xxxxxxx
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By: Xxxxx X. Xxxxxxx
Title: Chairman and CEO
XXXXXXXXX XXXXXX
MANAGEMENT INC.
/s/ Xxxxxx Xxxxx
---------------------
By: Xxxxxx Xxxxx
Title: Snr Vice President
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XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
DISTRIBUTION AGREEMENT
(Class I Shares)
SCHEDULE A
PORTFOLIO DATE ADDED TO AGREEMENT
Balanced Portfolio November 3, 2003
Growth Portfolio November 3, 2003
Guardian Portfolio November 3, 2003
Xxxxxx Brothers Short Duration Bond Portfolio November 3, 2003
Mid-Cap Growth Portfolio November 3, 2003
Partners Portfolio November 3, 2003
Regency Portfolio November 3, 2003
Socially Responsive Portfolio November 3, 2003
DATED May 1, 2007
