DISTRIBUTION AGREEMENT
Exhibit
(e) (1)
This DISTRIBUTION AGREEMENT, made this 1st day of December, 2005 by and between
Greenwich Street Series Fund (“Investment Company”), a Massachusetts business trust and Xxxx Xxxxx
Investor Services, LLC (“Distributor”).
WHEREAS, the Investment Company is registered with the Securities and Exchange Commission
(“SEC”) as an open-end management investment company under the Investment Company Act of 1940, as
amended (the “1940 Act”), and has registered its shares for the series thereof listed on Appendix A
(“Shares”), as it may be amended from time to time by agreement between the Distributor and the
Investment Company (each such series thereof, a “Fund”) for sale to the public under the Securities
Act of 1933, as amended (the “1933 Act”) and filed appropriate notices under various state
securities laws; and
WHEREAS, the Investment Company wishes to retain the Distributor as the principal underwriter
in connection with the offering and sale of the Shares and to furnish certain other services to the
Investment Company as specified in this Agreement; and
WHEREAS, this Agreement has been approved by separate votes of the Investment Company’s Board
of Trustees (“Board”) and of those Board members who are not “interested persons” of the Investment
Company, as defined in the 1940 Act and who have no direct or indirect financial interest in the
operation of the plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (“Plan”) of
a Fund or in any agreements related to such plan (“Independent Board Members”) in conformity with
Section 15 of, and Rule 12b-1 under, the 1940 Act; and
WHEREAS, the Distributor is willing and able to furnish such services on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is
agreed as follows:
1. (a) The Investment Company hereby appoints the Distributor as non-exclusive principal
underwriter and distributor in connection with the offering and sale of Shares of the Fund to the
public directly and through registered and qualified securities dealers, banks and other
intermediaries (collectively, “Intermediaries”), and the Distributor hereby accepts such
appointment, on the terms and for the period set forth in this Agreement. The Distributor, as
agent for the Investment Company, shall, in accordance with applicable federal and state law and
the organizational documents of the Investment Company and the registration statement most recently
filed by the Investment Company with the SEC and effective under the 1940 Act and 1933 Act, as such
Registration Statement may be amended or supplemented from time to time (“Registration Statement”):
(i) promote the Fund; (ii) solicit orders for the purchase of the Shares subject to such terms and
conditions as the Investment Company may specify; and (iii) accept orders for the purchase of the
Shares on behalf of the Investment Company (collectively, “Distribution Services”). The
Distributor shall comply with all applicable federal and state laws
and offer the Shares of the Fund on an agency or “best efforts” basis under which the Investment
Company shall issue only such Shares as are actually sold.
(b) The Distributor may pay for ongoing shareholder liaison services, including responding to
shareholder inquiries, providing shareholders with information on their investments, and any other
services now or hereafter deemed to be appropriate subjects for the payments of “service fees”
under Conduct Rule 2830 of the National Association of Securities Dealers, Inc. (“NASD”)
(collectively, “Shareholder Services”), as appropriate.
2. The Distributor may also enter into dealer or similar agreements with qualified
Intermediaries it may select for the performance of Distribution Services and Shareholder Services.
The Distributor may also enter into agreements with Intermediaries and other qualified entities to
perform recordkeeping, shareholder servicing and sub-accounting services. In making such
arrangements, the Distributor shall act only as principal and not as agent for the Investment
Company. No such Intermediary is authorized to act as agent for the Investment Company in
connection with the offering or sale of Shares to the public or otherwise, except for the limited
purpose of determining the time as of which orders for the purchases, sales and exchanges of Shares
are deemed to have been received.
3. The public offering price of the Shares of the Fund shall be the net asset value per share
(as determined by the Investment Company) of the outstanding Shares of the Fund (or class thereof)
next determined after receipt of an order by the Fund or its designated agent plus any applicable
sales charge, as described in the Registration Statement of the Investment Company.
4. As compensation for providing Distribution Services under this Agreement, the Distributor
shall retain the sales charge, if any, on purchases of Shares or retain deferred sales charges upon
redemption of Shares, as set forth in the Registration Statement. The Distributor is authorized to
collect the gross proceeds derived from the sale of the Shares, remit the net asset value thereof
to the Investment Company upon receipt of the proceeds and retain the sales charge, if any. The
Distributor shall receive from each Fund fees at the rates and under the terms and conditions of
the Plan adopted by the Investment Company with respect to each Fund, as such Plan is in effect
from time to time, and subject to any further limitations on such fees as the Board may impose.
The Distributor may reallow any or all of the sales charges that it has received under this
Agreement to such Intermediaries as it may from time to time determine, consistent with the
Registration Statement and applicable law. The Distributor may pay any or all of the distribution
fees and service fees that it has received under this Agreement to such Intermediaries as it may
from time to time determine, consistent with the Registration Statement and applicable law. The
Distributor may securitize or borrow against amounts to be received by the Distributor under a
Plan, in which case payments of the fees under the Plan by the Fund may be made directly to the
lender, security-holder or an agent thereof pursuant to written instructions of the Distributor;
provided, however, that no such arrangement shall be deemed to give rise to any obligation on the
part of an Investment Company or its Board to continue such payments if the Board determines that
such payments are not in the best interests of the Fund or its shareholders, or to create any
obligation of the Fund or Investment Company to the lender.
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5. As used in this Agreement, the terms “Prospectus” and “Statement of Additional Information”
shall mean, respectively, the form of prospectus and statement of additional information with
respect to the Fund filed by the Investment Company as part of the Registration Statement, or as
they may be amended or supplemented from time to time.
6. The Distributor shall print and distribute to prospective investors current Prospectuses,
and shall print and distribute, upon request, to prospective investors current Statements of
Additional Information, and may print and distribute such other sales literature, reports, forms
and advertisements in connection with the sale and offers of sale of the Shares as it deems
appropriate. In connection with such sales and offers of sale, the Distributor and any
Intermediary shall give only such information and make only such statements or representations as
are contained in the Fund’s Registration Statement, or in information furnished in writing to the
Distributor by the Investment Company and intended for such use or approved in writing by
authorized representatives of the Investment Company or the Investment Company’s investment
adviser, and the Investment Company shall not be responsible in any way for any other information,
statements or representations given or made by the Distributor or any Intermediary. Except as
specifically provided in this Agreement, the Investment Company shall bear none of the expenses of
the Distributor in connection with its offer and sale of the Shares.
7. Subject to the right of the Investment Company to cease to offer Shares as set forth in
paragraph 11 hereof, the Investment Company agrees at its own expense to register, qualify or
determine the exemption for registration or qualification of the Shares then offered with the SEC,
state and other regulatory bodies, and to prepare and file from time to time such Fund’s
Registration Statement, amendments thereto, reports and other documents as may be necessary to
maintain the registration or qualification. The Distributor and Intermediaries shall provide the
Investment Company promptly with all information required for such registration or qualification.
Each Fund shall bear all expenses related to preparing and typesetting such Prospectuses,
Statements of Additional Information, and other materials required by law and such other expenses,
including printing and mailing expenses, related to such Fund’s communications with persons who are
shareholders of that Fund.
8. (a) The Distributor shall act as distributor of Shares in compliance in all material
respects with all applicable laws, rules and regulations, including, without limitation, all rules
and regulations made or adopted pursuant to (i) the 1940 Act, (ii) the 0000 Xxx, (xxx) the
Securities Exchange Act of 1934 (“1934 Act”), (iv) any securities association registered under the
1934 Act, including without limitation the NASD Conduct Rules or rules of any other applicable
self-regulatory organization. The Distributor shall offer the Shares, and accept purchases,
redemptions and exchanges for Shares, in compliance with the Fund’s Registration Statement and
applicable law.
(b) The Distributor shall be responsible for reviewing and making such filings with the NASD,
as required, of advertisements and sales literature relating to each Fund. The Distributor shall
be responsible for reviewing the Registration Statement of each Fund, as applicable, for compliance
with the requirement of the NASD Conduct Rules that a Fund’s prospectus contain disclosure of the
details of any arrangement by which special cash compensation arrangements are made available to an
NASD member distributing the Fund’s
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securities, which arrangements are not made available on the same terms to all NASD members who
distribute the Fund’s securities.
(c) The Distributor shall adopt and follow procedures for the confirmation of sales to
investors and Intermediaries timeliness of orders, the collection of amounts payable by investors
and Intermediaries on such sales, the correction of errors related to distribution of Shares, the
cancellation of unsettled transactions, and assisting with the solicitation of proxies, and any
other matters governed by Rule 38a-1 under the 1940 Act (as may apply to a principal underwriter
for a registered investment company), each as may be necessary to comply with the requirements of
the NASD, any other self-regulatory organization, and the federal and state securities laws. The
Distributor shall provide reports or other information to the Investment Company at the Investment
Company’s reasonable request, including, without limitation, reports related to the operation and
implementation of the Fund’s policies related to customer privacy, safeguarding of customer
information, sales and marketing practices or other policies and procedures of the Investment
Company.
9. The Distributor agrees that it has adopted and implemented an anti-money-laundering program
in compliance with the USA PATRIOT Act of 2001, the regulations thereunder and NASD Conduct Rules,
including, without limitation, customer identification program procedures and monitoring for
suspicious activity. The Distributor additionally agrees that it has adopted and implemented
procedures to comply with applicable law and regulation related to cash transaction reporting
requirements, as well as monitoring and reporting under FinCEN, OFAC and other government watch
lists. The Distributor shall provide reports or other information to the Investment Company at the
Investment Company’s reasonable request, related to the operation and implementation of any of the
Fund’s anti-money-laundering policies for which the Distributor is responsible.
10. (a) The Investment Company agrees to indemnify, defend and hold the Distributor, its
officers, directors and employees and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the reasonable cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in connection therewith) which the
Distributor, its officers, directors and employees or any such controlling person may incur, under
the 1933 Act or under common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in the Registration Statement or arising out of or based
upon any alleged omission to state a material fact required to be stated or necessary to make the
Registration Statement not misleading, provided that in no event shall anything contained in this
Agreement be construed so as to protect the Distributor or such other parties against any liability
to the Investment Company or its shareholders to which the Distributor or such other parties would
otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of their duties, or by reason of reckless disregard of their obligations and duties
under this Agreement, and further provided that, notwithstanding the foregoing, the Investment
Company shall not indemnify the Distributor or such other parties if such indemnification
obligations arose, directly or indirectly, as a result of conduct as set forth in paragraph 10(b).
The Distributor agrees that it shall look only to the assets of the Fund, and not to any other
series of the Investment Company, for satisfaction of any obligation created by this paragraph or
otherwise arising under this Agreement.
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(b) The Distributor agrees to indemnify, defend and hold the Investment Company, its several
officers and Board members, and any person who controls the Investment Company within the meaning
of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the Investment Company,
its officers or Board members, or any such controlling person may incur, under the 1933 Act or
under common law or otherwise, on account of any act of the Distributor or its directors, officers,
employees or agents, constituting willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement or arising out of or based upon any alleged untrue statement of a material
fact contained in information furnished in writing by the Distributor to the Investment Company for
use in the Registration Statement or arising out of or based upon any alleged omission to state a
material fact in connection with such information required to be stated in the Registration
Statement or necessary to make such information not misleading. As used in this paragraph, the
term “employee” shall not include a corporate entity under contract to provide services to the
Fund, or any employee of such a corporate entity, unless such person is otherwise an employee of
the Investment Company.
(c) Each party agrees to promptly notify the other of the commencement of any litigation or
proceedings involving any indemnified party. The indemnification provisions of this paragraph 10
shall survive the termination of this Agreement.
11. The Investment Company reserves the right at any time to withdraw any or all offerings of
the Shares of a Fund, and at its discretion to recommence offering any time thereafter, by written
notice to the Distributor at its principal office.
12. The Distributor may at its sole discretion, directly or through Intermediaries, repurchase
Shares offered for sale by the shareholders or Intermediaries. Repurchase of Shares by the
Distributor shall be at the net asset value (less any applicable sales, redemption or other
charges, as described in the Fund’s Registration Statement) next determined after a repurchase
order has been received. The Distributor will receive no commission or other remuneration for
repurchasing Shares, other than deferred sales charges as described in the Fund’s Registration
Statement. At the end of each business day, the Distributor shall notify, by means of electronic
transmission (as may be agreed-upon by the parties to this Agreement) or in writing, the Investment
Company and the Investment Company’s transfer agent, of the orders for repurchase of Shares
received by the Distributor since the last such report, the amount to be paid for such Shares, and
the identity of the shareholders or Intermediaries offering Shares for repurchase. Upon such
notice, the Investment Company shall pay the Distributor such amounts as are required by the
Distributor to pay for the repurchase of such Shares in cash or in the form of a credit against
moneys due the Investment Company from the Distributor as proceeds from the sale of Shares. The
Investment Company reserves the right to suspend such repurchase right upon written notice to the
Distributor. The Distributor further agrees to act as agent for the Investment Company to receive
and transmit promptly to the Investment Company’s transfer agent shareholder and Intermediary
requests for redemption of Shares.
13. The Distributor is an independent contractor and shall be agent for the Investment Company
only in respect to the sale, redemption and exchange of the Shares, including for the
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limited purpose of determining the time as of which Share transactions are deemed to have been
received.
14. The services of the Distributor to the Investment Company under this Agreement are not to
be deemed exclusive, and the Distributor shall be free to render similar services or other services
to others so long as its services hereunder are not impaired thereby.
15. The Distributor shall prepare reports for the Board on a quarterly basis, or more
frequently as reasonably requested by the Board, showing such information concerning expenditures
related to this Agreement or related to the operation and implementation of a Fund’s Plan.
16. As used in this Agreement, the terms “assignment,” “interested person” and “majority of
the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the
1940 Act, subject to such exemptions as may be granted by the SEC or its staff, as appropriate, by
any rule, regulation, order, or no-action or interpretative letter.
17. This Agreement will become effective with respect to the Fund on the date first written
above and, unless sooner terminated as provided herein, will continue in effect for two years from
the above written date. Thereafter, if not terminated, this Agreement shall continue in effect
with respect to each Fund for successive annual periods ending on the same date of each year,
provided that such continuance is specifically approved at least annually (i) by the Board or (ii)
by a vote of a majority of the outstanding voting securities (as defined the in 0000 Xxx) of the
Fund, provided that in either event the continuance is also approved by a majority of the
Investment Company’s Independent Board Members, by vote cast in person at a meeting called for the
purpose of voting on such approval.
18. This Agreement is terminable with respect to some or all of the Funds without penalty by
the Board, by vote of a majority of the outstanding voting securities of the Fund (as defined in
the 1940 Act), or by the Distributor, on not less than 60 days’ written notice to the other party,
and such notice period may be waived upon the mutual written consent of the Distributor and the
Investment Company. This Agreement will also automatically and immediately terminate in the event
of its assignment (as defined in Section 16 of this Agreement).
19. Shares of any Fund may have been divided into separate classes, as described in the
applicable Fund’s Registration Statement, and may have sales charges or discounts or waivers
available for certain categories of investor.
20. The Fund and the Distributor agree that the information exchanged hereunder and
information about the respective customers and potential customers of each is confidential and as
such shall not be disclosed, sold or used in any way except to carry out the terms of this
Agreement. Notwithstanding the foregoing, such confidential information may be disclosed on a “need
to know” basis as set forth in applicable privacy rules and regulations. The obligations regarding
confidentiality hereunder shall not apply to any information which is (i) otherwise publicly
available, (ii) already possessed by the entity to whom the information was disclosed prior to
disclosure hereunder, (iii) independently developed by the entity, or (iv) disclosed
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pursuant to law, rule, regulation or court or administrative order. The Distributor shall have the
right to use any list of shareholders of the Fund or any other list of investors which it obtains
in connection with its provision of services under this Agreement, provided that such use is
consistent with applicable law and the privacy policies of the Distributor and the Fund. The
Distributor further agrees to take commercially reasonable steps, in accordance with applicable
law, to safeguard customer information. The provisions of this paragraph 20 will survive
termination of this Agreement.
21. From time to time, each Fund may implement policies, procedures or charges in an effort to
avoid the potential adverse effects on the Funds of short-term trading by market timers. The
Distributor agrees to cooperate in good faith with the Investment Company in the implementation of
(i) any such policies, procedures and/or charges, and (ii) the imposition and payment over to the
Fund of redemption fees specified in the Registration Statement. The Distributor agrees, where
appropriate, to make reasonable efforts to obtain the agreement of Intermediaries to comply with
the Funds’ frequent trading and other policies set forth in the Funds’ Registration Statement or to
take alternative actions reasonably designed to achieve compliance with these policies.
22. No provision of this Agreement may be changed, waived, discharged or terminated, except by
an instrument in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. This Agreement may be executed in multiple counterparts.
23. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Maryland.
24. Notices shall be provided to each party, as noted below:
To the Distributor:
Attn: Xxxxxx Xxxxx
Xxxx Xxxxx Investor Services, LLC
c/x Xxxx Xxxxx, Inc.,
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Xxxx Xxxxx Investor Services, LLC
c/x Xxxx Xxxxx, Inc.,
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
To the Investment Company:
Greenwich Street Series Fund
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Secretary and Chief Legal Officer
Greenwich Street Series Fund
000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Secretary and Chief Legal Officer
25. The Investment Company’s Declaration of Trust is on file with the Office of the Secretary
of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement has been
adopted on behalf of the Fund by Board members of the Investment Company in their capacity as
Trustee of the Trust and not individually and that the obligations of
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or arising out of this instrument are not binding upon any of the Board members, officers or
shareholders individually but are binding only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their officers
thereunto duly authorized.
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| ATTEST: | ||||||||||
By:
|
By: | |||||||||
| Assistant Secretary | ||||||||||
| ATTEST: | XXXX XXXXX INVESTOR SERVICES, LLC | |||||||||
By:
|
By: | |||||||||
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Appendix A
| Fund | Date Added: | |
Appreciation Portfolio
|
December 1, 2005 | |
Capital and Income Portfolio
|
December 1, 2005 | |
Diversified Strategic Income Portfolio
|
December 1, 2005 | |
Salomon Brothers Variable Aggressive Growth Fund
|
December 1, 2005 | |
Equity Index Portfolio
|
December 1, 2005 | |
Salomon Brothers Variable Growth & Income Fund
|
December 1, 2005 | |
Fundamental Value Portfolio
|
December 1, 2005 |
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