[Form of]
PLAN OF DISTRIBUTION PURSUANT
TO RULE 12b-1
(CLASS ___ SHARES)
PLAN OF DISTRIBUTION adopted as of the day of _______, (year), by
___________________, a Maryland corporation/Massachusetts trust (the
"Corporation"/"Trust"), on behalf of the Class ___ shares of its separately
designated series, ___________________ Fund (the "Fund").
W I T N E S S E T H:
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WHEREAS, the Corporation is registered under the Investment Company
Act of 1940, as amended (the "Act"), as an open-end management investment
company; and
WHEREAS, the Fund is a separately designated investment series of the
Corporation with its own investment objective, policies and purposes offering
four separate classes of shares of common stock, par value $._____ per share, of
the Corporation (the "Shares"); and
WHEREAS, the Corporation has entered into a Distribution Agreement
with AIG SunAmerica Capital Services, Inc. (the "Distributor"), pursuant to
which the Distributor acts as the exclusive distributor and representative of
the Corporation in the offer and sale of the Shares to the public; and
WHEREAS, the Corporation desires to adopt this Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the Portfolio will pay an account maintenance fee and a distribution fee
to the Distributor with respect to Class ___ shares of the Fund; and
WHEREAS, the Board of Directors of the Corporation (the "Directors")
as a whole, and the Directors who are not interested persons of the Corporation
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreement relating hereto (the "12b-1 Directors"), having
determined, in the exercise of reasonable business judgment and in light of
their fiduciary duties under state law and under Sections 36(a) and (b) of the
Act, that there is a reasonable likelihood that this Plan will benefit the Fund
and its Class ___ shareholders, have approved this Plan by votes cast in person
at a meeting called for the purpose of voting hereon and on any agreements
related hereto;
NOW THEREFORE, the Corporation on behalf of the Fund hereby adopts
this Plan on the following terms:
1. Distribution Activities. The Fund shall pay the Distributor a
distribution fee under the Plan at the end of each month at the annual rate of
0.__% of average daily net assets attributable to Class ___ shares of the
Portfolio to compensate the Distributor and certain securities firms
("Securities Firms") for providing sales and promotional activities and
services. Such activities and services will relate to the sale, promotion and
marketing of the Class ___ shares. Such expenditures may consist of sales
commissions to financial consultants for selling Class ___ shares, compensation,
sales incentives and payments to sales and marketing personnel, and the payment
of expenses incurred in its sales and promotional activities, including
advertising expenditures related
to the Class ___ shares of the Fund and the costs of preparing and distributing
promotional materials with respect to such Class ___ shares. Payment of the
distribution fee described in this Section 1 shall be subject to any limitations
set forth in applicable regulations of the National Association of Securities
Dealers, Inc. Nothing herein shall prohibit the Distributor from collecting
distribution fees in any given year, as provided hereunder, in excess of
expenditures made in such year for sales and promotional activities with respect
to the Fund.
2. Account Maintenance Activities. The Fund shall pay the
Distributor an account maintenance fee under the Plan at the end of each month
at the annual rate of up to 0.25% of average daily net assets attributable to
Class ___ shares of the Fund to compensate the Distributor and Securities Firms
for account maintenance activities.
3. Payments to Other Parties. The Fund hereby authorizes the
Distributor to enter into agreements with Securities Firms to provide
compensation to such Securities Firms for activities and services of the type
referred to in Sections 1 and 2 hereof. The Distributor may reallocate all or a
portion of its account maintenance fee or distribution fee to such Securities
Firms as compensation for the above-mentioned activities and services. Such
agreements shall provide that the Securities Firms shall deliver to the
Distributor such information as is reasonably necessary to permit the
Distributor to comply with the reporting requirements set forth in Section 5
hereof.
4. Related Agreements. All agreements with any person relating to
implementation of this Plan shall be in writing, and any agreement related to
this Plan shall provide:
(a) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the 12b-1 Directors or, by vote
of a majority of the outstanding voting securities (as defined in the Act) of
Class ___ shares of the Fund, on not more than 60 days' written notice to any
other party to the agreement; and
(b) that such agreement shall terminate automatically in the
event of its assignment.
5. Quarterly Reports. The Treasurer of the Corporation shall provide
to the Directors and the Directors shall review, at least quarterly, a written
report of the amounts expended pursuant to this Plan with respect to Class ___
shares of the Fund and any related agreement and the purposes for which such
expenditures were made.
6. Term and Termination. (a) This Plan shall become effective as of
the date hereof, and, unless terminated as herein provided, shall continue from
year to year thereafter, so long as such continuance is specifically approved at
least annually by votes, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of both the (i) the Directors of the
Corporation, and (ii) the 12b-1 Directors.
(b) This Plan may be terminated at any time by vote of a
majority of the 12b-1 Directors or by vote of a majority of the outstanding
voting securities (as defined in the Act) of Class ___ shares of the Fund.
7. Amendments. This Plan may not be amended to increase materially
the maximum expenditures permitted by Sections 1 and 2 hereof unless such
amendment is approved by a vote of a majority of the outstanding voting
securities (as defined in the Act) of Class ___ shares
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of the Fund, and no material amendment to this Plan shall be made unless
approved in the manner provided for the annual renewal of this Plan in Section
6(a) hereof.
8. Selection and Nomination of Directors. While this Plan is in
effect, the selection and nomination of those Directors of the Corporation who
are not interested persons of the Corporation shall be committed to the
discretion of such disinterested Directors.
9. Recordkeeping. The Corporation shall preserve copies of this Plan
and any related agreement and all reports made pursuant to Section 5 hereof for
a period of not less than six years from the date of this Plan, any such related
agreement or such reports, as the case may be, the first two years in an easily
accessible place.
10. Definition of Certain Terms. For purposes of this Plan, the terms
"assignment," "interested person," "majority of the outstanding voting
securities," and "principal underwriter" shall have their respective meanings
defined in the Act and the rules and regulations thereunder, subject, however,
to such exemptions as may be granted to either the Corporation or the principal
underwriter of the Shares by the Securities and Exchange Commission, or its
staff under the Act.
11. Separate Series. Pursuant to the provisions of the Articles of
Incorporation the Fund is a separate series of the Corporation, and all debts,
liabilities and expenses of Class ___ shares of the Fund shall be enforceable
only against the assets of Class ___ shares of the Fund and not against the
assets of any other series or class of shares or of the Corporation as a whole.
IN WITNESS WHEREOF, the Corporation has caused this Plan to be
executed as of the day and year first written above.
By:
Name:
Title:
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