[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").
WITNESSETH:
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.
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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 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,
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liabilities and expenses of Class shares of the Funds 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:
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Name
Title
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