Exhibit 5
BLACKROCK SERIES FUND, INC.
DISTRIBUTION AGREEMENT
AGREEMENT, made this 1st day of October, 2008, between BLACKROCK SERIES
FUND, INC., a corporation organized under the laws of Maryland (the "Company")
on behalf of each of its series listed on Exhibit A as such Schedule may be
amended from time to time (the "Portfolios"), and BLACKROCK INVESTMENTS, INC., a
Delaware corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended to date (the "Investment Company Act"), as an open-end
investment company and it is affirmatively in the interest of the Company to
offer its shares for sale continuously to the separate accounts (the "Separate
Accounts") of insurance companies (the "Participating Insurance Companies") that
issue variable annuity or variable life contracts (the "Contracts") pursuant to
a currently effective prospectus (the "Prospectus") under the Securities Act of
1933 (the "Securities Act"); and
WHEREAS, the Directors of the Company (the "Directors") are authorized to
establish separate series relating to separate portfolios of securities, and the
Directors have established and designated the Portfolios as series of the
Company; and
WHEREAS, each of the Portfolios may offer one or more separate classes of
shares of common stock, par value $.10 per share; and
WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and
WHEREAS, the Company and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering to the Participating
Insurance Companies for their Separate Accounts of the Class I shares, Class II
shares and Class III shares of the Portfolios (the "Shares") in order to promote
the growth of the Portfolios and facilitate the distribution of their Shares.
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Company hereby appoints the
Distributor as the principal underwriter and distributor of the Portfolios to
sell their Shares to the Participating Insurance Companies for their Separate
Accounts and the Distributor hereby accepts such appointment. The Company,
during the term of this Agreement, shall sell the Shares of the Portfolios to
the Distributor upon the terms and conditions set forth below.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
exclusive representative of the Company to act as principal underwriter and
distributor of the Shares.
Section 3. Purchase of Shares from the Company.
(a) The Company will offer its Shares and the Distributor shall have the
right to buy from the Company the Shares needed, but not more than the Shares
needed (except for clerical errors in transmission) to fill unconditional orders
for the Shares placed with the Distributor by the Participating Insurance
Companies for their Separate Accounts. The price which the Distributor shall pay
for the Shares so purchased from the Company shall be the net asset value per
share, determined as set forth in Section 3(c) hereof.
(b) The Shares are to be resold by the Distributor to the Participating
Insurance Companies for their Separate Accounts at the net asset value per share
as set forth in Section 3(c) hereof.
(c) The net asset value of the Shares shall be determined by the Company
or any agent of the Company, in accordance with the method set forth in the
Prospectus and Statement of Additional Information of the Company and guidelines
established by the Directors.
(d) The Company shall have the right to suspend the sale of the Shares at
times when redemption of any Shares is suspended pursuant to the condition set
forth in Section 4(b) hereof. The Company shall also have the right to suspend
the sale of the Shares if trading on the New York Stock Exchange shall have been
suspended, if a banking moratorium shall have been declared by Federal or New
York authorities, or if there shall have been some other extraordinary event
which, in the judgment of the Company, makes it impracticable to sell Shares.
(e) The Company, or any agent of the Company designated in writing by the
Company, shall be promptly advised of all purchase orders for the Shares
received by the Distributor. Any order may be rejected by the Company; provided,
however, that the Company will not arbitrarily or without reasonable cause
refuse to accept or confirm orders for the purchase of Shares. The Company (or
its agent) will confirm orders upon their receipt, will make appropriate book
entries and, upon receipt by the Company (or its agent) of payment therefor,
will deliver deposit receipts or certificates for such Shares pursuant to the
instructions of the Distributor. Payment shall be made to the Company in New
York Clearing House funds. the Distributor agrees to cause such payment and such
instructions to be delivered promptly to the Company (or its agent).
Section 4. Repurchase or Redemption of Shares by the Company.
(a) Any of the outstanding Shares may be tendered for redemption at any
time, and the Company agrees to repurchase or redeem any such Shares so tendered
in accordance with its obligations as set forth in Article VII of its Articles
of Incorporation, as amended from time to time, and in accordance with the
applicable provisions set forth in the Prospectus and Statement of Additional
Information of the Company. The price to be paid to redeem or repurchase Shares
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shall be equal to the net asset value per share calculated in accordance with
the provisions of Section 3(c) hereof, less any other charge(s) if any, set
forth in the current Prospectus and Statement of Additional Information relating
to the Company. All payments by the Company hereunder shall be made in the
manner set forth below.
The Company shall pay the total amount of the redemption price as defined
in the above paragraph pursuant to the instructions of the Distributor in New
York Clearing House funds on or before the seventh business day subsequent to
its having received the notice of redemption in proper form.
(b) Redemption of Shares of a Portfolio or payment therefor may be
suspended for any period during which trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission or such
Exchange is closed (other than customary weekend and holiday closings), for any
period during which an emergency exists as defined by the Securities and
Exchange Commission as a result of which disposal of securities or determination
of the net asset value of such Portfolio is not reasonably practicable, and for
such other periods as the Securities and Exchange Commission may by order permit
for the protection of shareholders of the Portfolio.
Section 5. Duties of the Company.
(a) The Company 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 the
Company, and this shall include one certified copy, upon request by the
Distributor, of all financial statements prepared for the Company by independent
public accountants. The Company shall make available to the Distributor such
number of copies of its Prospectus and Statement of Additional Information as
the Distributor shall reasonably request.
(b) The Company shall take, from time to time, but subject to the
necessary approval of its shareholders, all necessary action to fix the number
of its authorized Shares and to register Shares under the Securities Act, to the
end that there will be available for sale such number of Shares as investors may
reasonably be expected to purchase.
(c) The Company shall use its best efforts to qualify and maintain the
qualification of an appropriate number of the Shares for sale under the
securities laws of such states as the Directors and the Company may approve, if
such qualification is required by such securities laws. Any such qualification
may be withheld, terminated or withdrawn by the Company at any time in its
discretion. As provided in Section 7(b) hereof, the expense of qualification and
maintenance of qualification of the Shares shall be borne by the Company for the
account of each Portfolio. The Distributor shall furnish such information and
other material relating to its affairs and activities as may be required by the
Company in connection with such qualification.
(d) The Company will furnish, in reasonable quantities upon request by the
Distributor, copies of annual and interim reports of the Company with respect to
the Portfolios.
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Section 6. Duties of the Distributor.
(a) the Distributor shall devote reasonable time and effort to effect
sales of Shares of the Portfolios, but shall not be obligated to sell any
specific number of Shares. The services of the Distributor hereunder are not to
be deemed exclusive and nothing herein contained shall prevent the Distributor
from entering into distribution arrangements with other investment companies so
long as the performance of its obligations hereunder is not impaired thereby.
(b) In selling the Shares of the Portfolios, the Distributor shall use its
best efforts in all respects duly to conform with the requirements of all
federal and state laws and regulations and the regulations of the Financial
Industry Regulatory Authority ("FINRA"), relating to the sale of such
securities. Neither the Distributor nor any Participating Insurance Company nor
any other person is authorized by the Company to give any information or to make
any representations, other than those contained in the registration statement or
related Prospectus and Statement of Additional Information and any sales
literature specifically approved by the Company.
(c) The Distributor shall require each Participating Insurance Company to
which it sells, and which purchases, Class II shares or Class III shares of the
Portfolios to enter into a Sub-Agreement with the Company substantially in the
form attached to the Distribution Plan for the Class II shares or Class III
shares, as applicable, agreed to by the Distributor in accordance with Rule
12b-1 under the Investment Company Act, which authorizes the payment of a
distribution fee to such Participating Insurance Company.
Section 7. Payment of Expenses.
(a) The Company shall bear all costs and expenses of the Company relating
to the Portfolios, including fees and disbursements of its counsel and auditors,
in connection with the preparation and filing of any required registration
statements and prospectuses under the Investment Company Act, the Securities
Act, and all amendments and supplements thereto, and the expense of preparing,
printing, mailing and otherwise, distributing prospectuses, annual or interim
reports to shareholders and proxy materials.
(b) The Company shall bear, for the account of the Portfolios, the costs
and expenses of qualification of the Shares for sale, and, if necessary or
advisable in connection therewith, the Company shall bear the cost and expense
of qualifying the Company as a broker or dealer, in such states of the United
States or other jurisdictions as shall be selected by the Company and the
Distributor pursuant to Section 5(c) hereof and the cost and expenses payable to
each such state for continuing qualification therein until the Company decides
to discontinue such qualification pursuant to Section 5(c) hereof.
Section 8. Indemnification.
(a) The Company shall, for the account of the Portfolios, indemnify and
hold harmless the Distributor and each person, if any, who controls the
Distributor against any loss, liability, claim, damage or expense (including the
reasonable costs of investigating or defending any alleged loss, liability,
claim, damage or expense and reasonable counsel fees incurred in
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connection therewith) arising by reason of any person acquiring any Shares,
which may be based upon the Securities Act, or on any other statute or at common
law, on the ground that the registration statement or related prospectus and
statement of additional information, as from time to time amended and
supplemented, or the annual or interim reports to shareholders of the Company
relating to the Portfolios, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Company in connection therewith by or on behalf of the
Distributor; provided, however, that in no case (i) is the indemnity of the
Company in favor of the Distributor and any such controlling persons to be
deemed to protect the Distributor or any such controlling persons thereof
against any liability to the Company or its security holders to which the
Distributor or any such controlling persons would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement; or (ii) is the Company to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made against the
Distributor or any such controlling persons, unless the Distributor or such
controlling persons, as the case may be, shall have notified the Company in
writing within a reasonable time after the summons or other first legal process
giving information or the nature of the claim shall have been served upon the
Distributor or such controlling persons (or after the Distributor or such
controlling persons shall have received notice of such service on any designated
agent), but failure to notify the Company of any such claim shall not relieve it
from any liability which it may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Company will 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 such liability, but if the Company elects to assume the defense,
such defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the event the Company elects to assume the defense of any such suit
and retain such counsel, the Distributor or such controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Company does not elect to
assume the defense of any such suit, it will reimburse the Distributor or such
controlling person or persons, defendant or defendants in the suit, for the
reasonable fees and expenses of any counsel retained by them. The Company shall
promptly notify the Distributor 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 the Shares.
(b) The Distributor shall indemnify and hold harmless the Company and each
of its directors and officers, the applicable Portfolio, and each person, if
any, who controls the Company against any loss, liability, claims, damage or
expense described in the foregoing indemnity contained in subsection (a) of this
Section 8, but only with respect to statements or omissions made in reliance
upon, and in conformity with, information furnished to the Company with respect
to the Portfolios in writing by or on behalf of the Distributor for use in
connection with the registration statement or related prospectus and statement
of additional information, as from time to time amended, or the annual or
interim reports to shareholders. In case any action shall be brought against the
Company or any persons so indemnified, in respect of which indemnity may be
sought against the Distributor, the Distributor shall have the rights and duties
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given to the Company, and the Company and each person so indemnified shall have
the rights and duties given to the Distributor by the provisions of subsection
(a) of this Section 8.
Section 9. Duration and Termination of this Agreement. This Agreement
shall become effective as of the date first above written and shall remain in
force as to each Portfolio until the second anniversary and thereafter, but only
so long as such continuance is specifically approved at least annually by (i)
the Board of Directors of the Company, or by the vote of a majority of the
outstanding voting securities of the Portfolio, cast in person or by proxy, and
(ii) a majority of those directors who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting upon such approval.
This Agreement may be terminated at any time as to a Portfolio, without
the payment of any penalty, by the Board of Directors of the Company or by vote
of a majority of the outstanding voting securities of the Portfolio, or by the
Adviser, on sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," "affiliated person" and "interested person," when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 10. Amendments of this Agreement. This Agreement may be amended by
the parties with respect to a Portfolio only if such amendment is specifically
approved by (i) the Board of Directors of the Company, or by the vote of a
majority of outstanding voting securities of the Portfolios affected by the
amendment, and (ii) a majority of those directors of the Company who are not
parties to this Agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
Section 11. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York and the applicable provisions of the
Investment Company Act. To the extent the applicable law of the State of New
York, or any of the provisions herein, conflicts with the applicable provisions
of the Investment Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
BLACKROCK SERIES FUND, INC.
By: _____________________________
Name:
Title:
BLACKROCK INVESTMENTS, INC.
By: _____________________________
Name:
Title:
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Exhibit A
BlackRock Balanced Capital Portfolio
BlackRock Fundamental Growth Portfolio
BlackRock Global Allocation Portfolio
BlackRock High Income Portfolio
BlackRock Large Cap Core Portfolio
BlackRock Total Return Portfolio
Dated as of October 1, 2008.
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