STYLE SELECT SERIES, INC.
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT is dated as of January 1, 1999, by and between
STYLE SELECT 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).
4. PROSPECTUS AND OTHER INFORMATION. The Corporation represents and
warrants to and agrees with the Distributor that:
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(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 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
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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 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).
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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.
STYLE SELECT 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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