XXXXXX XXXXXXX & CO., INCORPORATED
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of the 9th day of September, 1996, by and between
XXXXXX XXXXXXX UNIVERSAL FUNDS, INC., a Maryland Corporation (the "Fund") and
XXXXXX XXXXXXX & CO., INCORPORATED, a Delaware corporation (the "Distributor).
WITNESSETH:
WHEREAS, the Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act);
WHEREAS, the Fund desires to offer and sell shares of its portfolios (the
"Portfolios") to life insurance companies to be held in their separate accounts
("Separate Accounts") pursuant to variable annuity contracts and variable life
insurance policies and to entities qualified under pension and retirement plans
("Qualified Plan Entities");
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended ("Securities Exchange Act") and is a
member of the National Association of Securities Dealers, Inc. ("NASD").
NOW THEREFORE, the Fund and the Distributor agree as follows:
Section 1. The Distributor shall assist the Fund in marketing and
selling shares of the Portfolios to Separate Accounts and to Qualified Plan
Entities, and to persons who have interests in such Separate Accounts and
Qualified Plan Entities. In all cases where the Fund enters into participation
agreements with life insurance companies for the sale of shares of the
Portfolios to Separate Accounts and Qualified Plan Entities, the Distributor
shall act in full accordance with such participation agreements.
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Section 2. Purchases and redemptions of shares of the Portfolios shall
be at net asset value, computed as set forth in the most recent Prospectuses and
Statements of Additional Information ("SAIs") contained in the Registration
Statement of the Fund on Form N-1A, File No. 333-3013, or any amendments or
supplements thereto ("Registration Statement").
Section 3. The Fund represents to the Distributor that the Registration
Statement contains all statements and information which are required to be
stated therein under the Securities Act of 1933, as amended, (the "1933 Act"),
and the rules adopted thereunder, and in all respects conforms to the
requirements of the Act, and the rules and regulations adopted thereunder, and
neither the Fund's prospectus nor its SAI includes any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, that the
foregoing representations shall not apply to information contained in or omitted
from the Fund's Prospectuses or SAIs in reliance upon, and in conformity with,
any written information furnished by the Distributor specifically for use in the
preparation thereof.
Section 4. The Distributor shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of the Distributor
and the Fund, present or future, any information, reports or other material
which any such body by reason of this Agreement may request or require as
authorized by applicable laws or regulations.
Section 5. This Agreement shall be subject to the provisions of the
1940 Act, the Securities Exchange Act and the 1933 Act, and the rules,
regulations, and rulings thereunder, and the rules, regulations and rulings of
the NASD, from time to time in effect, including such exemptions from the 1940
Act and no-action positions as the Securities and Exchange
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Commission or its staff may grant, and the terms hereof shall be interpreted and
construed in accordance therewith. Without limiting the generality of the
foregoing, (a) the term "assigned" shall not include any transaction exempted
from section 15(b)(2) of the 1940 Act and (b) the vote of the persons having
voting rights in respect of the Fund referred to in Section 6 hereof shall be
the affirmative votes of the lesser of (I) the holders of more than 50% of all
votes entitled to be cast in respect of the Fund or (ii) the holders of at least
67% of the votes which are present at a meeting of such persons if the holders
of more than 50% of all votes entitled to be cast voted in accordance with the
By-laws of the Fund.
Section 6. This Agreement shall continue in effect only so long as such
continuance is specifically approved at least annually by a majority of the
Directors of the Fund who are not interested persons of the Fund or the
Distributor and by (a) persons having voting rights in respect of the Fund, by
the vote stated in Section 5 hereof, voted in accordance with the By-laws of the
Fund, or (b) the Board of Directors of the Fund.
Section 7. This Agreement shall terminate automatically in the event of
its assignment.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Attest: XXXXXX XXXXXXX UNIVERSAL
FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
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Title: Secretary Title: President
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Attest: XXXXXX XXXXXXX & CO., INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx.
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Title: Vice President Title: Principal
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