GAMNA SERIES FUNDS, INC.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made as of the 23rd day of July, 1999,
between GAMNA Series Funds, Inc., a Maryland corporation (the "Fund"), having
its principal place of business in New York, New York, and Provident
Distributors, Inc., a corporation organized under the laws of the state of
Delaware (the " Distributor"), having its principal place of business in West
Conshohocken, Pennsylvania.
WHEREAS, the Fund wishes to employ the services of the Distributor,
with such assistance from its affiliates as the latter may provide; and
WHEREAS, the Distributor wishes to provide distribution services to the
Fund as set forth below;
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties agree as follows:
1. SALE OF SHARES. The Fund grants to the Distributor the right to sell
shares (the "shares") of all series, and of all classes now or
hereafter created, on its behalf during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933,
as amended (the "1933 Act"), and of the laws governing the sale of
securities in various states (the "Blue Sky Laws") under the following
terms and conditions: the Distributor (a) shall have the right to sell,
as agent on behalf of the Fund, shares authorized for issue and
registered under the 1933 Act; (b) may sell shares under offers of
exchange, if available, between and among the funds distributed by
Distributor and advised by Groupama Asset Management, N.A.; and (c)
shall sell such shares only in compliance with the terms set forth in
the Fund's currently effective registration statement. The Distributor
may enter into selling agreements with selected dealers and others for
the sale of Fund shares and will act only on its own behalf as
principal in entering into such selling agreements.
2. SALE OF SHARES BY THE FUND. The rights granted to the Distributor shall
be non-exclusive in that the Fund reserves the right to sell its shares
to investors on applications received and accepted by the Fund.
Further, the Fund reserves the right to issue shares in connection with
(a) the merger or consolidation, or acquisition by the Fund through
purchase or otherwise, with any other investment company, trust or
personal holding company; and (b) a PRO RATA distribution directly to
the holders of shares in the nature of a stock dividend or split-up.
3. SHARES COVERED BY THIS AGREEMENT. This Agreement shall apply to issued
shares of all series of the Fund, shares of all series of the Fund held
in its treasury in the event that, in
the discretion of the Fund, treasury shares shall be sold, and shares
of all series of the Fund repurchased for resale.
4. PUBLIC OFFERING PRICE. All shares sold to investors by the Distributor
or the Fund will be sold at the public offering price. The public
offering price for all accepted subscriptions will be the net asset
value per share, determined in the manner described in the Fund's
current Prospectus or Statement of Additional Information ("SAI") with
respect to the applicable series. The Fund shall in all cases receive
the net asset value per share on all sales.
5. SUSPENSION OF SALES. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders placed with the Distributor before it had
knowledge of the suspension. In addition, the Fund reserves the right
to suspend sales and the Distributor's authority to process orders for
shares on behalf of the Fund if, in the judgment of the Fund, it is in
the best interests of the Fund to do so. Suspension will continue for
such period as may be determined by the Fund. In addition, the
Distributor reserves the right to reject any purchase order.
6. SOLICITATION OF SALES. In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Fund. This shall not prevent the Distributor from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. The Distributor agrees to
use all reasonable efforts to ensure that taxpayer identification
numbers provided for shareholders of the Fund are correct.
7. AUTHORIZED REPRESENTATIVE. The Distributor is not authorized by the
Fund to give any information or to make any representations other than
those contained in the appropriate registration statements,
Prospectuses or SAIs filed with the Securities and Exchange Commission
under the 1933 Act (as those registration statements, Prospectuses and
SAIs may be amended from time to time), or contained in shareholder
reports or other material that may be prepared by or on behalf of the
Fund for the Distributor's use. This shall not be construed to prevent
the Distributor from preparing and distributing, in compliance with
applicable laws and regulations, sales literature or other material as
it may deem appropriate. The Distributor shall be responsible for
filing all sales literature relating to the Fund with the National
Association of Securities Dealers, Inc. ("NASD") and any other
applicable regulatory authority. The Distributor will, prior to their
use, furnish or cause to be furnished copies of such sales literature
or other material to the President of the Fund or his designee. The
Distributor agrees to take appropriate action to cease using such sales
literature or other material to which the Fund reasonably objects as
promptly as practicable after receipt of the objection.
8. REGISTRATION OF SHARES. The Fund agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the
necessary approval, if any, of its shareholders) so that there will be
available for sale the number of shares the Distributor may
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reasonably be expected to sell. The Fund shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in
connection with the distribution of shares of each series of the Fund.
9. REPORTING. The Distributor shall provide the Fund's Board of Directors
such information as is reasonably requested. The Distributor shall also
attend any meeting of the Fund's Board of Directors at which the
Distributor's presence is requested.
10. FEES, EXPENSES AND ADDITIONAL SERVICES
(a) The Fund shall pay all fees and expenses:
(i) in connection with the preparation, setting in type
and filing of any registration statement, Prospectus
and SAI under the 1933 Act, and any amendments
thereto, for the issue of its shares;
(ii) in connection with the registration and qualification
of shares for sale in the various states in which the
Board of Directors (the "Directors") of the Fund
shall determine it advisable to qualify such shares
for sale (including registering the Fund or any
series as a broker or dealer, or any officer of the
Fund as an agent or salesperson in any state);
(iii) of preparing, setting in type, printing and mailing
any report or other communication to shareholders of
the Fund in their capacity as such; and
(iv) of printing and mailing Prospectuses, SAIs, and any
supplements thereto, sent to existing shareholders.
(b) The Distributor may, in its sole discretion, pay such expenses
as it deems reasonable for:
(i) printing and distributing Prospectuses, SAIs and
reports prepared for its use in connection with the
offering of the shares for sale to the public;
(ii) any other literature used in connection with such
offering; and
(iii) advertising in connection with such offering.
(c) In addition to the services described above, the Distributor
will provide services including assistance in the production
of marketing and advertising materials for the sale of shares
of the Fund and their review for compliance with applicable
regulatory requirements, entering into dealer agreements with
broker-dealers to sell shares of the Fund and monitoring their
financial strength and contractual compliance, providing,
directly or through its affiliates, certain investor support
services, personal service, and the maintenance of shareholder
accounts.
(d) In connection with the services provided by the Distributor
under this Agreement, the Distributor shall receive
reimbursement from the Fund, to the extent and under
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the terms and conditions set forth in any Plan of Distribution
of the Fund or its series, as such Plan may be in effect from
time to time, and subject to any further limitation on such
reimbursement as the Directors of the Fund may impose.
11. FORFEITURE OF SALES CHARGES. If any shares sold by the Distributor
under the terms of this Agreement are redeemed or repurchased by the
Fund or by the Distributor as agent or are tendered for redemption
within seven business days after the date of confirmation of the
original purchase of said shares, the Distributor shall forfeit the
amount above the net asset value received by it in respect of such
shares, provided that the portion, if any, of such amount re-allowed by
the Distributor to broker-dealers or other persons shall be repayable
to the Fund only to the extent recovered by the Distributor from the
broker-dealer or other person concerned. The Distributor shall include
in the form of agreement with such broker-dealers and other persons a
corresponding provision for the forfeiture by them of their concession
with respect to shares sold by them or their principals and redeemed or
repurchased by the Fund or by the Distributor as agent (or tendered for
redemption) within seven business days after the date of confirmation
of such initial purchases.
12. INDEMNIFICATION.
(a) The Fund agrees to indemnify and hold harmless the Distributor
and each of its directors and officers and each person, if
any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim,
damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person
acquiring any shares, based upon the 1933 Act or any other
statute or common law, alleging any wrongful act of the Fund
or any of its employees or representatives, or based upon the
grounds that the registration statements, Prospectuses, SAIs,
shareholder reports or other information filed or made public
by the Fund (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material
fact required to be stated or necessary in order to make the
statements not misleading. However, the Fund does not agree to
indemnify the Distributor or hold it harmless to the extent
that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Fund in
writing by or on behalf of the Distributor. In no case (i) is
the indemnity of the Fund in favor of the Distributor or any
person indemnified to be deemed to protect the Distributor or
any person against any liability to the Fund or its security
holders to which the Distributor or such person would
otherwise be subject by reason of 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 (ii) is the Fund to be liable
under its indemnity agreement contained in this Section 10(a)
with respect to any claim made against the Distributor or any
person indemnified unless the Distributor or person, as the
case may be, shall have notified the Fund in writing of the
claim within a reasonable time after the summons or other
first written notification giving information of the nature of
the
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claim shall have been served upon the Distributor or any such
person or after the Distributor or such person shall have
received notice of service on any designated agent. However,
failure to notify the Fund of any claim shall not relieve the
Fund from any liability which it may have to the Distributor
or any person against whom such action is brought other than
on account of its indemnity agreement contained in this
Section 10(a). The Fund shall be entitled to participate at
its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any claims, but if
the Fund elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the
Distributor, or person or persons, defendant or defendants in
the suit. In the event the Fund elects to assume the defense
of any suit and retain counsel, the Distributor, officers or
directors or controlling person(s) or defendant(s) in the
suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Fund does not elect to assume
the defense of any suit, it will reimburse the Distributor,
officers or directors or controlling person(s) or defendant(s)
in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Fund agrees to notify the
Distributor promptly of the commencement of any litigation or
proceedings against it or any of its officers or Directors in
connection with the issuance or sale of any of the shares.
(a) The Distributor also covenants and agrees that it will
indemnify and hold harmless the Fund and each of its Directors
and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act, against any
loss, liability, damages, claim or expense (including the
reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable
counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933
Act or any other statute or common law, alleging any wrongful
act of the Distributor or any of its employees or
representatives, or alleging that the registration statements,
Prospectuses, SAIs, shareholder reports or other information
filed or made public by the Fund (as from time to time
amended) included an untrue statement of a material fact or
omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance
upon, and in conformity with, information furnished in writing
to the Fund by or on behalf of the Distributor. In no case (i)
is the indemnity of the Distributor in favor of the Fund or
any person indemnified to be deemed to protect the Fund or any
person against any liability to which the Fund or such person
would otherwise be subject by reason of 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 (ii) is the Distributor to be
liable under its indemnity agreement contained in this Section
10(b) with respect to any claim made against the Fund or any
person indemnified unless the Fund or person, as the case may
be, shall have notified the Distributor in writing of the
claim within a reasonable time after the summons or other
first written notification giving information of the nature of
the claim shall have been served upon the Fund or any such
person or after the Fund or such person shall
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have received notice of service on any designated agent.
However, failure to notify the Distributor of any claim shall
not relieve the Distributor from any liability which it may
have to the Fund or any person against whom the action is
brought other than on account of its indemnity agreement
contained in this Section 10(b). In the case of any notice to
the Distributor, it shall be entitled to participate, at its
own expense, in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any claims, but if
the Distributor elects to assume the defense, the defense
shall be conducted by counsel chosen by it and satisfactory to
the Fund, to its officers and Directors and to any controlling
person(s) or any defendants(s) in the suit. In the event the
Distributor elects to assume the defense of any suit and
retain counsel, the Fund or controlling person(s) or
defendant(s) in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor
does not elect to assume the defense of any suit, it will
reimburse the Fund, its officers or Directors, controlling
person(s) or defendant(s) in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Distributor
agrees to notify the Fund promptly of the commencement of any
litigation or proceedings against it in connection with the
issue and sale of any of the shares.
13. STATUS OF THE DISTRIBUTOR. The Distributor is a member in good standing
of the NASD and a properly registered broker-dealer under the
Securities Exchange Act of 1934, as amended. In carrying out this
Agreement, the Distributor agrees to abide by the rules and regulations
of the NASD and all applicable federal and state laws.
14. EFFECTIVENESS, TERMINATION, ETC. This Agreement shall become effective
on the date first written above, and unless terminated as provided,
shall continue in force for two (2) years from the date of its
execution and thereafter from year to year, provided continuance after
the two (2) year period is approved at least annually by either (a) the
vote of a majority of the Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund, and (b) the
vote of a majority of those Directors of the Fund who are not
interested persons of the Fund, cast in person at a meeting called for
the purpose of voting on the approval. This Agreement shall
automatically terminate in the event of its assignment. As used in this
Section 11, the terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested person" shall have the
respective meanings specified in the 1940 Act and the rules enacted
thereunder as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated without the payment of any
penalty by vote of the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities of the Fund, on not more
than sixty (60) days' written notice to the Fund. This Agreement may be
terminated by the Distributor upon not less than sixty (60) days' prior
written notice to the Fund.
15. NOTICE. Any notice under this Agreement shall be given in writing
addressed and hand delivered or sent by registered or certified mail,
postage prepaid, to the other party to this Agreement at its principal
place of business.
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16. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
17. GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the state of Delaware.
18. SHAREHOLDER LIABILITY. The Distributor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Articles of Incorporation of the Fund and agrees that obligations
assumed by the Fund pursuant to this Agreement shall be limited in all
cases to the Fund and its assets. The Distributor agrees that it shall
not seek satisfaction of any such obligation from the shareholders or
any individual shareholder of the Fund, nor from the Directors or any
individual Director of the Fund.
19. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed in two counterparts, each of which,
taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
GAMNA SERIES FUNDS, INC.
By:
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Name:
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Title:
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PROVIDENT DISTRIBUTORS, INC.
By:
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Name:
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Title:
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