Exhibit (h)(2)
Name of Firm
City State Zip Code
RE: SELLING AGREEMENT
Gentlemen:
We are the national distributor and principal underwriter of the shares of
mutual funds sponsored, managed, advised and/or administered by SunAmerica Asset
Management Corp. and its affiliates (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:
1. REPRESENTATIONS, WARRANTIES AND COVENANTS. You represent and warrant
that you are either (i) a "Broker" and/or "Dealer" as each such term is defined
in Section 3(a)(4) and Section 3(a)(5), respectively, of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); or (ii) exempt from the definition
of a Broker and/or Dealer pursuant to Section 3(a)(4) and Section 3(a)(5),
respectively, of the Exchange Act and you are a "Bank" as such term is defined
in Section 3(a)(6) of the Exchange Act; or (iii) you are a "bank holding
company" as such term is defined in the Bank Holding Company Act of 1956, as
amended (the "Act") and the "banks" on whose behalf you are authorized to
execute this Agreement comply with either clause (i) or (ii). You further
represent and warrant that (A) you are duly organized, validly existing and in
good standing under the laws of the jurisdiction in which you were organized;
(B) all authorization (if any) required for your lawful execution of this
Agreement and your performance hereunder have been obtained; and (C) upon
execution and delivery by you, and assuming due and valid execution and delivery
by us, this Agreement will constitute a legal, valid and binding agreement,
enforceable against you in accordance with its terms.
If you are a Broker and/or Dealer you further represent and warrant that
you are (i) registered as a broker-dealer under the Exchange Act; (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 National
Association of Securities Dealers, Inc. (the "NASD"). If you are a Broker and/or
Dealer, you agree that you will maintain such registration, qualifications, and
membership in full force and effect throughout the term of this Agreement.
You further represent that you have developed and implemented a written
anti-money laundering program reasonably designed to achieve and monitor your
firm's compliance with the requirements of the Bank Secrecy Act and the rules
and regulations thereunder. You represent that your anti-money laundering
program establishes and implements policies and procedures that can be
reasonably expected to detect and cause the reporting of transactions required
under 31 U.S.C. 5318(g) and the regulations thereunder, and that are reasonably
designed to achieve compliance with the Bank Secrecy Act and the rules and
regulations thereunder.
You agree to comply with and abide by, as applicable, the Conduct Rules
(whether or not you are a member of the NASD), the Constitution and By-Laws of
the NASD. You further agree to comply with and abide by all applicable laws,
rules and regulations (including, without limitation, those of applicable
regulatory authorities and any federal, state or other regulatory body having
jurisdiction over you, your customers or the transactions contemplated hereby)
that are now or may hereafter become applicable to you and the transactions
hereunder. You agree 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, if
applicable, where you are not registered as a broker-dealer.
You agree to give written notice to us promptly in the event any of your
representations shall cease to be true, and in such event, unless otherwise
agreed to in writing by us, this Agreement shall be automatically terminated
upon such written notice. If you are a "bank holding company" as such term is
defined in the Act, you shall attach an exhibit, 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.
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 (the "Prospectus") and statement of additional
information (the "SAI") 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 and SAI 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 and SAI.
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 applicable Fund's then-current Prospectus and SAI. Nothing
herein shall obligate us to pay commissions or other concessions in violation of
any applicable law.
6. No person is authorized to make any representations concerning a Fund or
its shares except those contained in its Prospectus, SAI and any other
information as may be approved by a Fund as information supplemental to its
Prospectus and SAI. In purchasing shares through us, you shall rely solely on
the representations contained in the then-effective Prospectus, SAI 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, SAI and/or supplemental 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, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. 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.
10a. FRONT-END SALES CHARGE. Class A and Class II shares are generally
subject to front-end sales charges, as described in each Fund's Prospectus and
SAI.
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 each Fund's Prospectus and SAI.
c. SALE CHARGE WAIVERS. Waivers of front end sales charges and CDSCs are
described in each Fund's Prospectus and SAI.
d. COMMISSION RECLAIMS. With respect to shares redeemed on which the CDSC
is waived for taxable distributions from qualified retirement plans as described
in each Fund's Prospectus and SAI, 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, the entire commission advanced is subject to reclaim for any redemption
occurring within the first year 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.
e. SERVICE FEES. We expect you to provide administration and marketing
services in the promotion of each Fund's 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 each Fund's current Prospectus and SAI. 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 each Fund's current Prospectus and SAI.
11. 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, warranty or covenant 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.
___________________________________ ________________________________________
Firm Name Authorized Signatory
___________________________________ ________________________________________
Address Print Name
________________________________________
Title of Signatory
___________________________________ ________________________________________
Telephone Number Date
___________________________________
Fax Number
Rev. 5/00
SCHEDULE A
SUNAMERICA MUTUAL FUNDS
SUNAMERICA INCOME FUNDS
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
$ 0 to $ 99,999 4.00%
$ 100,000 to $249,999 3.00%
$ 250,000 to $499,999 2.25%
$ 500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee, paid monthly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month following
purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase.
SUNAMERICA EQUITY FUNDS
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
$ 0 to $ 49,999 5.00%
$ 50,000 to $ 99,999 4.00%
$ 100,000 to $249,999 3.00%
$ 250,000 to $499,999 2.25%
$ 500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee paid monthly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month following
purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase
SUNAMERICA MONEY MARKET FUNDS, INC.
COMPENSATION
A SHARES
Up to .15% Service Fee, paid monthly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .15% Service Fee, paid monthly, beginning the 13th month following
purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .25% trail commission (total .50%), paid
monthly, beginning the 13th month following purchase
SUNAMERICA STYLE SELECT SERIES, INC. AND SUNAMERICA STRATEGIC INVESTMENT SERIES,
INC.
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
$ 0 to $ 49,999 5.00%
$ 50,000 to $ 99,999 4.00%
$ 100,000 to $249,999 3.00%
$ 250,000 to $499,999 2.25%
$ 500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee, paid monthly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month following
purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase
SUNAMERICA SENIOR FLOATING RATE FUND, INC.
COMPENSATION (concession to selling dealer is based on amount of purchase)
B SHARES - 2.50% (no breakpoints)
Up to 0.10% service fee effective the 13th month until the 25th month, up
to 0.15% from the 25th month until the 37th month, and up to 0.20% from the 37th
month through the 48th month, and up to 0.25% following purchase thereafter.
C SHARES - 0.75% (no breakpoints)
Up to 0.25% service fee and 0.50% trail commission, paid monthly, beginning
the 13th month following purchase.
BRAZOS MUTUAL FUNDS
COMPENSATION (concession to selling dealer is based on amount of purchase)
A SHARES
PURCHASE AMOUNT DEALER CONCESSION
$ 0 to $ 49,999 5.00%
$ 50,000 to $ 99,999 4.00%
$ 100,000 to $249,999 3.00%
$ 250,000 to $499,999 2.25%
$ 500,000 to $999,999 1.35%
$1,000,000 or more 1.00%
Up to .25% Service Fee paid monthly, effective immediately
B SHARES - 4.00% (no breakpoints)
Up to .25% Service Fee, paid monthly, beginning the 13th month following
purchase
II SHARES - 2.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total 1.00%), paid
monthly, beginning the 13th month following purchase
Rev. 12/00
SCHEDULE B
POLICIES AND PROCEDURES WITH RESPECT TO
SALES OF SUNAMERICA MUTUAL FUNDS
UNDER THE MULTIPLE PRICING STRUCTURE
As certain portfolios of SunAmerica Mutual Funds, SunAmerica Strategic
Investment Series, Inc., Style Select Series, Inc. and the Brazos Mutual Funds
(the "Multiple Pricing Funds" or the "Funds") offer shares subject to a
front-end sales load ("Class A Shares"), shares subject to a deferred sales
charge ("Class B Shares") and shares subject to both a front-end sales load and
deferred sales charge ("Class II Shares"), it is important for investors not
only to choose a mutual fund that best suits their investment objectives, but
also to choose the sales financing method which best suits their particular
needs. To assist your clients in these decisions and to ensure proper
supervision of mutual fund purchase recommendations, we are instituting the
following policies:
(1) Any purchase of a Fund for less than $100,000 may be of either Class A,
Class B or Class II Shares.
(2) Any purchase of a Fund, for either Class A, Class B or Class II Shares,
in the amount of $100,000 or more, but less than $500,000, must be reviewed and
approved for appropriateness by the Broker/Dealer (who must maintain a written
record of this review) in light of the relevant facts and circumstances
pertaining to your client, including, but not limited to:
(a) the specific purchase order dollar amount;
(b) the length of time the client expects to hold his or her shares;
and
(c) any other relevant circumstances, such as the availability of
purchases under letters of intent or pursuant to rights of
accumulation.
(3) A purchase of any Fund for $500,000 or more should be for Class A
Shares.
(4) Generally, initial purchases of the SunAmerica Money Market Fund must
be of Class A Shares. Class B or Class II shares of such Fund are only available
to those investors exchanging from Class B or Class II shares of another Fund,
or those investors making an initial purchase who intend to exchange into the
Class B or Class II shares of another Fund.
GENERAL GUIDELINES
There are instances where one financing method may be more advantageous to
an investor than the other. For example, investors who may take advantage of
breakpoints and those qualifying for a discount from the maximum sales load on
Class A Shares, may determine that the purchase of Class A Shares with the
payment of a reduced front-end sales charge is preferable to payment of the
ongoing distribution fee imposed upon Class B Shares for the first seven years.
On the other hand, investors whose orders would not take advantage of
breakpoints to qualify for a discount may wish to defer
the sales load and have all of their funds invested in Class B Shares initially.
After a holding period of seven years, the Class B Shares convert to Class A
Shares, and ongoing charges are thereafter equal.
A National Association of Securities Dealers, Inc. rule specifically
prohibits "breakpoint sales" of front-end load shares. A "breakpoint sale" is a
sale to an investor of an amount of front-end load (Class A) shares just below
the amount which would be subject to the next breakpoint on the fund's sales
charge schedule. Because the deferred sales charge on Class B shares is
gradually reduced to 0% over the six-year period in which the shares are held, a
redemption of Class B shares just before an "anniversary date" is in some ways
analogous to a breakpoint sale. An investor might wish to redeem just before an
anniversary date for tax or other reasons, and an investor who chose to wait
would continue to be at market risk. Nevertheless, you should inform your
clients intending to redeem Class B shares near an anniversary date that, if the
redemption were delayed, the deferred sales charge might be reduced.
RESPONSIBILITIES OF THE BROKER/DEALER
You must ensure that all employees receiving investor inquires about the
purchase of shares of Multiple Pricing Funds have advised the investor of the
available financing methods offered by the mutual funds, and the impact of
choosing one method over another. In certain instances, it may be appropriate to
discuss the purchase directly with the investor. The foregoing guidelines, as
well as the examples cited above, should assist you in reviewing purchase orders
less than, equal to, or greater than $100,000.
EFFECTIVENESS
This policy is effective as of October 1, 1993 with respect to any order
for shares of all Multiple Pricing Funds.
Questions relating to this policy should be directed to SunAmerica Capital
Services, Inc., The SunAmerica Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇.
Rev. 8/99
AMENDMENT TO SELLING AGREEMENT
Agreement dated this __________day of ______________, 20___ between
_______________("You") and SunAmerica Capital Services, Inc. ("We" or
"Distributor") as an amendment to the Selling Agreement as amended from time to
time, and in effect between You and Distributor (the "Selling Agreement"). Terms
used herein and not otherwise defined, shall have the meanings assigned to them
in the Selling Agreement.
W I T N E S S E T H:
WHEREAS, You accepted Distributor's invitation to make available to your
customers shares of the Funds;
WHEREAS, certain of these Funds may now or in the future offer Class II
shares (the "Class II Shares"), which are generally subject to a front-end sales
charge and a contingent deferred sales charge (the "CDSC"); and
WHEREAS, You wish to make Class II Shares available to your customers,
subject to the terms and conditions set forth in the Selling Agreement, without
a front-end sales charge as amended hereby.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and accepted by both parties, You
and Distributor hereby agree as follows:
1. Section 10a. of the Selling Agreement is hereby amended by replacing
the sentence thereof as follows:
Class A shares are generally subject to front-end sales charges,
as described in each Fund's Prospectus and SAI. Class II shares
generally will not be subject to front-end sales charges.
2. Schedule A of the Selling Agreement (in existence as of the date
hereof or as amended from time to time in accordance with the Selling
Agreement) is hereby amended by inserting the following at the end of
each compensation section relating to a Fund (or a series thereof)
that may now or in the future offer Class II shares:
"II SHARES - 1.00% (no breakpoints)
Up to .25% Service Fee and .75% trail commission (total
1.00%) paid quarterly, beginning the 13th month following
purchase"
3. You agree to maintain your customer's accounts with respect to the
Funds in an omnibus account, and will perform administrative duties
related thereto;
4. Except to the extent specifically amended hereby, the Selling
Agreement remains unmodified and in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed as of the
date set forth above by a duly authorized officer of each party.
_____________________________ SUNAMERICA CAPITAL SERVICES, INC.
By: ____________________ By: ________________________
Name: ____________________ Name: ________________________
Title: ____________________ Title: ________________________
Rev. 5/00