SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of February 18, 1999 by and
between SUNAMERICA STRATEGIC INVESTMENT SERIES, INC., a Maryland corporation
(the "Corporation") and SUNAMERICA CAPITAL SERVICES, INC., 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 $.0001 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).
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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 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
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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 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
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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.
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.
SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
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