Exhibit (e)
DISTRIBUTION AGREEMENT
This Agreement is made as of May 1, 1995, between Xxxxxxxxx Xxxxxx
Advisers Management Trust, a Delaware business trust ("Trust"), and Xxxxxxxxx
Xxxxxx Management Inc., a New York corporation (the "Distributor"), as amended
and restated on January 1, 1999.
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Portfolios"),
with each Portfolio having its own assets and investment policies;
WHEREAS, the Portfolios propose to issue and sell their shares of
beneficial interest (the "Shares") to separate accounts of life insurance
companies ("Life Companies") and to qualified pension and retirement plans
("Qualified Plans"); and
WHEREAS, the Trust desires to retain the Distributor to furnish
distribution services to each Portfolio listed in Schedule A attached hereto,
and to such other Portfolios 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
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 and to the Qualified Plans 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 will be sold in accordance with sales agreements
between the Trust and the Life Companies and, where applicable, the Trust and
the Qualified Plans.
(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 the New York Stock
Exchange is open
for business and on such other days as the Board of Trustees of the Trust
("Trustees") may from time to time determine (each such day being hereinafter
called 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 Statement
of Additional Information ("SAI") of each 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 of each 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 a
written order from the Distributor, together with delivery instructions, 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, against payment therefor in such
manner as may be acceptable to the Trust. 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
redeem outstanding Shares of such Portfolio when properly tendered by
shareholders pursuant to the 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. 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. Each Portfolio shall assume and pay for the following expenses of such
Portfolio: (i) costs of preparing, printing and distributing reports,
prospectuses and SAIs used by such Portfolio in connection with the sale or
offering of its Shares and all advertising and sales literature relating to such
Portfolio printed at the instruction of the Distributor; and (ii) counsel fees
and expenses in connection with the foregoing.
8. The Distributor shall pay all of its own costs and expenses connected
with the sale of Shares.
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 to the date two years after
execution, 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 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 such Portfolio; provided, that in either case, such
amendment also shall be approved by a majority of the Disinterested Trustees.
(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 such
Portfolio, or (iii) by written consent of a majority of the Disinterested
Trustees.
(c) This Agreement shall automatically terminate if it is assigned
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,
in the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to the 1940 Act.
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 9(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 any Portfolio to
pay any compensation or expenses that are properly allocable, in a manner
approved by the Trustees, to a series of the Trust other than 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 the
Portfolio, and the obligations created hereby are not binding on any other
Portfolio of the Trust, but bind only assets belonging to the Portfolio.
11. The Distributor shall look only to the assets 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed by their duly authorized officers and under their respective
seals.
Attest: XXXXXXXXX XXXXXX
ADVISERS MANAGEMENT TRUST
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Secretary By:
Title:
Attest: XXXXXXXXX XXXXXX
MANAGEMENT INC.
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Secretary By:
Title:
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
DISTRIBUTION AGREEMENT
SCHEDULE A
SERIES DATE ADDED TO AGREEMENT
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Liquid Asset Portfolio May 1, 1995
Limited Maturity Bond Portfolio May 1, 1995
Balanced Portfolio May 1, 1995
Partners Portfolio May 1, 1995
Growth Portfolio May 1, 1995
International Portfolio May 1, 1995
Guardian Portfolio October 15, 1997
Mid-Cap Growth Portfolio October 15, 1997
Socially Responsive Portfolio August 19, 1998
DISTRIBUTION PLAN
OF XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
1. This Distribution Plan (the Plan), when effective in accordance with
its terms, shall be the written plan contemplated by Rule 12b-1 under the
Investment Company Act of 1940 (the Act) of the series of shares of Xxxxxxxxx
Xxxxxx Advisers Management Trust ("Trust") listed in Schedule A hereto (each, a
"Portfolio").
2. It is understood that shares of the Trust are offered to life insurance
companies for allocation to certain of their variable separate accounts
established for the purpose of funding variable annuity contracts and variable
life insurance policies and are also offered directly to qualified pension and
retirement plans ("Qualified Plans") outside of the separate account context.
3. The Trust has entered into a Distribution Agreement with respect to
each Portfolio with Xxxxxxxxx Xxxxxx Management Inc. ("NB Management"), under
which NB Management uses all reasonable efforts, consistent with its other
business, to secure purchasers for each Portfolio's shares. Under the agreement,
NB Management pays the expenses of printing and distributing any prospectuses,
reports and other literature used by NB Management, advertising, and other
promotional activities, all in connection with the offering of shares of each
Portfolio for sale. It is understood that NB Management may reimburse itself for
these expenses from any source available to it, including administration fees
paid to it by a Portfolio.
4. No Portfolio will make separate payments as a result of this Plan to NB
Management, Xxxxxxxxx Xxxxxx, L.L.C., or any other party, it being recognized
that each Portfolio presently pays, and will continue to pay, an administration
fee to NB Management. To the extent that any payments made by a Portfolio to NB
Management, including payment of administration fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale of
shares of the Portfolio within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective with respect to a Portfolio upon
commencement of operations of that Portfolio as a "feeder fund" in a
master/feeder fund structure, but only if the Plan has first been approved by a
vote of at least a "majority of the outstanding voting securities" of that
Portfolio (as defined in the Act), the plan having been approved by a vote of a
majority of the Trustees of the Trust, including a majority of Trustees who are
not "interested persons" of the Trust or the Portfolio (as defined in the Act)
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreements related to this Plan (the "Independent Trustees"),
cast in person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until May 1, 1996, and from year to year
thereafter, provided, however,
that such continuance is subject to approval annually by a vote of a majority of
the Trustees of the Trust, including a majority of the Independent Trustees,
cast in person at a meeting called for the purpose of voting on this Plan. This
Plan may be amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by a Portfolio to finance any activity
primarily intended to result in the sale of shares of that Portfolio, or to
increase materially the amount spent by a Portfolio for distribution, shall be
effective only upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first sentence in
this paragraph.
7. This Plan may be terminated at any time with respect to a Portfolio,
without the payment of any penalty, by vote of a majority of the Independent
Trustees or by a vote of a majority of the outstanding voting securities of the
Portfolio.
8. During the existence of this Plan, each Portfolio shall require NB
Management to provide the Trust, for review by the Board of Trustees, and the
Trustees shall review, at least quarterly, a written report of the amount
expended in connection with financing any activities primarily intended to
result in the sale of shares of the Portfolio (making estimates of such costs
where necessary or desirable) and the purposes for which such expenditures were
made.
9. This Plan does not require NB Management to perform any specific type
or level of distribution activities or to incur any specific level of expenses
for activities primarily intended to result in the sale of shares of any
Portfolio.
10. Consistent with the limitations of liability as set forth in the
Trust's Trust Instrument, any obligations assumed by a Portfolio pursuant to
this Plan and any agreements related to this Plan shall be limited in all cases
to that Portfolio and its assets, and shall not constitute obligations of any
other series of shares of the Trust, of the shareholders, or of the Trustees.
11. So long as the Plan is in effect, the selection and nomination of
those Trustees who are not interested persons (as defined in the Act) of the
Trust shall be committed to the discretion of the non-interested Trustees then
in office.
12. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
DISTRIBUTION PLAN
OF XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
SCHEDULE A
PORTFOLIOS DATE MADE A PARTY TO THE PLAN
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Balanced Portfolio May 1, 1995
Growth Portfolio May 1, 1995
Liquid Asset Portfolio May 1, 1995
Limited Maturity Bond Portfolio May 1, 1995
Partners Portfolio May 1, 1995
International Portfolio May 1, 1995
Guardian Portfolio October 15, 1997
Mid-Cap Growth Portfolio October 15, 1997
Socially Responsive Portfolio August 19, 1998
DATED: August 19, 1998
