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Name of Firm
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City State Zip Code
RE: SELLING AGREEMENT
Gentlemen:
We are the national distributor and principal underwriter of the
shares of mutual funds sponsored, managed and/or advised by SunAmerica Asset
Management Corp. (hereinafter referred to individually as a "Fund", or
collectively as the "Funds"). The Funds and each individual investment series
thereof are set forth on Schedule A, which may be amended from time to time.
We invite you to participate in making available to your customers shares of
the Funds on the following terms:
1a. Non-Bank Participants only. You represent and warrant that you
are a member of the National Association of Securities Dealers, Inc. (the
"NASD"). You agree to abide by the Rules of Fair Practice, the Constitution
and By-Laws of the NASD and to all other rules and regulations that are now or
may become applicable to transactions thereunder.
b. Bank Participants only. You represent and warrant to us that
(i)(a) you are a "Bank" as such term is defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or (b) you
are a "bank holding company" as such term is defined in the Bank Holding Act
of 1956, as amended (the "Act"); (ii) you are duly organized and an existing
"bank" or "bank holding company" in good standing under the laws of
jurisdiction in which you were organized; (iii) all authorization (if any)
required for your lawful execution of this Agreement and your performance
hereunder have been obtained; and (iv) upon execution and delivery by you, and
assuming due and valid execution and delivery by us, this Agreement will
constitute a valid and binding agreement, enforceable against you in
accordance with its terms. In the event you are a "bank holding company" as
such term is defined in the Act, you shall attach as an exhibit, and which
will be made a part of this Agreement, which sets forth the names and
addresses of the "banks" on whose behalf you are authorized to execute this
Agreement. You agree to give written notice to us promptly in the event you
shall cease to be a "bank" as such term is defined in Section 3(a)(6) of the
Exchange Act or a "bank holding company" as such term is defined in the Act.
In such event, this Agreement shall be automatically terminated upon such
written notice. You also agree to abide by all of the Rules of Fair Practice
of the National Association of Securities Dealers, Inc. applicable to the sale
of investment company shares to your customers.
We recognize that you may be subject to the provisions of
the Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the
conduct of activities by federally chartered and supervised banks and
affiliated organizations. Because you will be the only one having a direct
relationship with the customer, you will comply and are complying with all
laws and regulations, including those of the applicable regulatory authorities
and any federal or state regulatory body having jurisdiction over you or your
customers, to the extent applicable to securities purchases hereunder for the
account of your customer.
2.a Orders for shares received from you and accepted by a Fund will
be priced at its next-determined net asset value, plus the applicable sales
charge, if any, at the time of such acceptance as established pursuant to the
then-current prospectus of the Fund. You hereby agree that, in the event you
receive customer purchase or redemption orders for a fund after the time of
day that such fund prices its shares, you will have adequate internal controls
designed to prevent such orders from being aggregated with orders received
before such time. If you designate another entity to receive customer purchase
and redemption orders, you hereby agree to ensure that such designee has
adopted and implemented its own adequate internal controls. Procedures
relating to the handling of orders, including the Policies and Procedures With
Respect to Sales of SunAmerica Mutual Funds Under the Multiple Pricing
Structure, as may be amended from time to time, set forth in Schedule B
hereto, shall be subject to instructions which we shall forward from time to
time to all firms (the "Participants") through which we make available shares
of the Funds. All orders are subject to acceptance by the applicable Fund,
which reserves the right in its sole discretion to reject any order in whole
or in part.
b. We will confirm transactions for each of your customers, it
being understood in all cases that (a) you are acting as the agent for the
customer; (b) the transactions are without recourse against you by the
customer except to the extent that (i) your failure to transmit orders in a
timely fashion results in a loss to your customer, or (ii) in the event you do
not receive a confirmation of the transaction within ten (10) business days
following the order date, your failure to inquire as to the status of the
transaction during such time period results in a loss to your customer; (c) as
between you and the customer, the customer shall have beneficial ownership of
the Fund shares; (d) each transaction is initiated solely upon the order of
the customer; and (e) each transaction is for the account of the customer and
not for your account.
3. As a Participant, you agree to purchase shares of the Funds
only through us or from your customers. Purchases through us shall be made
only for the purpose of covering purchase orders already received from your
customers or for your own bona fide investment.
4. You agree to sell shares of the Funds only (a) to your
customers at the net asset value plus applicable sales charge, if any, then in
effect as established by the then-current prospectus of the applicable Fund or
(b) to us as agent for the Fund or the Fund itself at the redemption price as
described in the prospectus.
5. We reserve the right in our discretion, and without notice to
you, to suspend sales or withdraw the offering of shares entirely, or to
modify or cancel this Agreement. All sales shall be subject to the terms and
provisions set forth in the Funds' then-current prospectuses.
6. No person is authorized to make any representations concerning
a Fund or its shares except those contained in its prospectus and any other
information (including any applicable "Statement of Additional Information")
as may be approved by a Fund as information supplemental to its prospectus. In
purchasing shares through us, you shall rely solely on the representations
contained in the then-effective Prospectus and supplemental information
above-mentioned. You agree to hold us harmless and indemnify the Funds and us
in the event that you, or any of your sales representatives, should violate
any law, rule or regulation, or any provisions of this Agreement, which may
result in liability to the Funds or us. Additional copies of any prospectus
and/or supplemental information (including any applicable "Statement of
Additional Information") will be supplied by us to you in reasonable
quantities upon request.
7. You shall have no authority whatever to act as agent of the
Funds or us, or any other Participant, and nothing in this Agreement shall
constitute you or the Funds as the agent of the other. In all transactions in
these shares between you and us, we are acting as agent for the Funds and not
as principal.
8. All communications to us shall be sent to SunAmerica Capital
Services, Inc., The SunAmerica Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000-0000. Any notice to you shall be duly given if mailed or telegraphed to
you at your address set forth below, unless you give us written instructions
otherwise. It is your responsibility to provide us with updated information
concerning where written communications should be sent.
9. This Agreement may be terminated without penalty upon written
notice by either party at any time, and shall automatically terminate upon its
assignment, or upon any event that terminates a Fund's Distribution Agreement
with us. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York. The indemnification provision in Section 6
hereof shall survive any termination of this Agreement hereunder.
10. Non-Bank Participants Only. By accepting this Agreement, you
represent that you are (i) registered as a broker-dealer under the Securities
Exchange Act of 1934; (ii) are qualified to act as a dealer in the states or
other jurisdictions where you transact business; and (iii) are a member in
good standing of the NASD. You agree that you will maintain such registration,
qualifications, and membership in full force and effect throughout the terms
of this Agreement. You further agree to comply with all applicable federal
laws, the laws of the states or other jurisdictions concerned, and the rules
and regulations promulgated thereunder, and with the Constitution, By-Laws and
Rules of Fair Practice, of the NASD and that you will not offer or sell the
shares of the Funds in any state or jurisdiction where they may not lawfully
be offered or sold, or where you are not registered as a broker-dealer.
11.a Service Fees. We expect you to provide administration and
marketing services in the promotion of the Funds' shares, including services
and assistance to your customers who own Fund shares. For such services, you
will be entitled to compensation as set forth on Schedule A, as may be amended
from time to time, and in the Funds' current prospectuses. You hereby agree to
waive payment of such compensation until such time that we are in receipt of
the commissions or concessions due for such Fund shares. Our liability for
payment of such compensation is limited solely to the proceeds of such
concessions receivable. No commission or concession shall be payable with
respect to shares purchased through reinvestment of dividends or
distributions, or that had been acquired through one or more exchange
transactions which had been the subject of payments under this paragraph. In
addition, no commission or concession shall be payable with respect to Shares
that had been subject to a waiver of the sales charge except as set forth in
the Funds' current prospectuses.
b. Contingent Deferred Sales Charge ("CDSC"). For purchases of
Class B and Class II shares (or for certain purchases of Class A shares), we
advance commissions with the presumption that assets will remain in the
Fund(s) long enough for expenses to be recouped. In the event of a redemption
of shares purchased before the holding period expires, a CDSC is deducted from
the redemption proceeds as described in the Funds' prospectuses.
c. CDSC Waivers. An exemptive order issued by the Securities and
Exchange Commission provides for a waiver of the CDSC on the following
redemptions: (a) CDSC Shares (Class B, Class II shares and certain Class A
shares) requested to be redeemed within one year of the death or initial
determination of disability, as defined in Section 72(m)(7) of the Internal
Revenue Code of 1986 (the "Code"), of a shareholder; (b) Class B shares
representing taxable distributions made by qualified retirement plans or
retirement accounts (not including rollovers) for which SunAmerica Asset
Management Corp. serves as fiduciary; provided that, the plan participant or
account holder has attained the age of 591/2 at the time the redemption is
made; (c) Class B and Class II shares being redeemed up to the limit specified
in the Funds' prospectuses made pursuant to any systematic withdrawal plan
established by the Funds. The CDSC waiver, with respect to (a) above (i.e.;
death or disability), is only applicable in cases where the shareholder
account is registered (i) in the name of an individual person, (ii) as a joint
tenancy with rights of survivorship, (iii) as community property, or (iv) in
the name of a minor under the Uniform Gift or Uniform Transfer to Minors Acts.
Notwithstanding the foregoing, we reserve the right to terminate any or all of
these waiver provisions in the future.
d. Commission Reclaims. With respect to shares redeemed on which
the CDSC is waived pursuant to (b) above (i.e.; taxable distributions from the
qualified retirement plans as described therein), 100% of the commission
advanced to the selling Broker/Dealer in respect of such shares is subject to
reclaim in the event the redemption occurs within the first year from the date
of purchase, and 50% of the commission advanced if the redemption occurs in
the second year from the date of purchase. With respect to Class A shares
purchased at net asset value (which were part of a purchase of $1 million or
more, and which were subject to a CDSC if redeemed within one year of
purchase), 50% of the commission advanced is subject to reclaim if the
redemption occurs during the second year from the date of purchase. For all
other purchases of Class A shares at net asset value, the entire commission
advanced is subject to reclaim for any redemption occurring within the first
two years from the date of purchase. The foregoing reclamations will be
subtracted from dealer
concession payments payable according to Schedule A and, if sufficient dealer
concession payments are not available to offset these reclamations, you will
reimburse us for these amounts.
12. This Agreement shall become effective upon receipt by us of a
signed copy hereof, and shall continue in effect until and unless terminated
(i) pursuant to Section 9, above, or (ii) on account of your violation of any
representation contained herein. This Agreement shall supersede all prior
Selling Agreements with you relating to the shares of the Funds. This
Agreement may be amended in writing signed by each of the parties hereto,
except that we may amend Schedule A in our sole discretion upon notice to you.
Any such amendment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.
SunAmerica Capital Services, Inc.
By:
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Name:
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Date: Title:
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The undersigned accepts your invitation to make available to its
customers the shares of the Funds and agrees to abide by the foregoing terms
and conditions. The undersigned acknowledges receipt of prospectuses of the
Funds in connection with this offering.
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Firm Name Authorized Signatory
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Address Print Name
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Title of Signatory
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Telephone Number Date
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Fax Number
Rev. 12/98
