[FORM OF]
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of _______________,
_____ by and between [NAME], a [Maryland corporation/Massachusetts Trust (the
"Corporation")/"Trust)] and [NAME], a Delaware corporation (the "Distributor").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation 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 Corporation, 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
Corporation, 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 Corporation 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 Corporation).
4. PROSPECTUS AND OTHER INFORMATION. The Corporation
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 Corporation 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 Corporation by
the Distributor specifically for use therein.
(c) The Corporation 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 Corporation
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 Corporation 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 Corporation 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 Corporation 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
Corporation 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 Corporation 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 Corporation may otherwise have.
(b) The Distributor will indemnify and hold harmless
the Corporation, each of its Directors and officers and each person, if any, who
controls the Corporation within the meaning of the Act, against any losses,
claims, damages or liabilities to which the Corporation 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
Corporation or the Portfolios which is utilized in connection with the sale of
the
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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 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 Corporation by the Distributor specifically for use therein;
and the Distributor will reimburse any legal or other expenses reasonably
incurred by the Corporation 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 Corporation 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
Corporation on 60 days' written notice to the Distributor by vote of the
Directors of the Corporation or by vote of a majority of the outstanding voting
securities of the Corporation (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 Corporation and the Distributor have caused
this Agreement to be executed by their duly authorized officers as of the date
above written.
[CORPORATION/TRUST]
By: ___________________________
[Name]
[Title]
AIG SUNAMEIRICA CAPITAL SERVICES, INC.
By: _________________________
[Name]
[Title]
