Exhibit (k)
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT is made as of this 16th day of November,
2001 by and between SUNAMERICA SENIOR FLOATING RATE FUND, INC., a Maryland
corporation (the "Fund"), and SUNAMERICA ASSET MANAGEMENT CORP. (the
"Administrator"), a Delaware corporation.
WHEREAS, the Fund is a closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and
WHEREAS, the Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative services to such funds
of the Fund as the Fund and the Administrator may agree on, on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as
follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Fund hereby retains the
Administrator to act as the administrator of the Fund and to furnish the Fund
with the administrative services as set forth in Article 2 below. The
Administrator hereby accepts such employment to perform the duties set forth
below.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator shall
perform or supervise the performance by others of other administrative services
in connection with the operations of the Fund, and, on behalf of the Fund, will
investigate, assist in the selection of and conduct relations with custodians,
depositories, accountants, legal counsel, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Fund's operations. All services provided
hereunder shall be in conformity with the Articles of Incorporation, Bylaws,
resolutions and other instructions of the Board of Directors and the current
prospectuses and statement of additional information of the Fund. The
Administrator agrees to furnish the services set forth herein in return for the
compensation provided in Article 4 of this Agreement. The Administrator shall
provide the Directors of the Fund with such reports regarding investment
performance and compliance with investment policies and applicable laws, rules
and regulations as they may reasonably request but shall have no responsibility
for supervising the performance by any investment adviser or sub-adviser of its
responsibilities, except with respect to the Fund's compliance with investment
objectives and policies.
The Administrator or its appointed service provider shall provide the Directors
with administrative services, regulatory reporting, fund accounting and related
fund accounting services as set forth on Schedule II of this Agreement, all
necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Fund meetings) for handling the
affairs of the Fund and such other services as the Fund may, from time to time,
reasonably request and the Administrator shall, from time to time, reasonably
determine to be necessary to perform its obligations under this Agreement. In
addition, at the request of the Fund Board of Directors (the "Directors"), the
Administrator shall make reports to the Fund concerning the performance of its
obligations hereunder.
Without limiting the generality of the foregoing, the Administrator or its
appointed service provider shall:
(A) calculate contractual Fund expenses and control all disbursements for
the Fund, and as appropriate compute the Fund yields, total return,
expense ratios, fund turnover rate and, if required, fund average
dollar-weighted maturity;
(B) assist Fund counsel with the preparation of prospectuses, statements
of additional information, registration statements, and proxy
materials;
(C) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Fund shares with state
securities authorities,
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monitor sale of Fund shares for compliance with state securities laws,
and file with the appropriate state securities authorities the
registration statements and reports for the Fund and the Fund shares
and all amendments thereto, as may be necessary or convenient to
register and keep effective the Fund and the Fund shares with state
securities authorities to enable the Fund to make a continuous
offering of its shares;
(D) develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses,
notices, proxy statements, proxies and other reports to Fund
shareholders, and supervise and facilitate the solicitation of proxies
solicited by the Fund for all shareholder meetings, including
tabulation process for shareholder meetings;
(E) coordinate with internal and external Fund counsel the preparation of,
and administer contracts on behalf of the Fund with, among others, the
Fund investment adviser, distributor, custodian, and transfer agent;
(F) maintain the Fund general ledger and prepare the Fund financial
statements, including expense accruals and payments, determine the net
asset value of the Fund assets and of the Fund shares, and supervise
the Fund transfer agent with respect to the payment of dividends and
other distributions to shareholders;
(G) calculate performance data of the Fund and its funds for dissemination
to information services covering the investment company industry;
(H) coordinate and supervise the preparation and filing of the Fund tax
returns;
(I) at the request of the Fund, examine and review the operations and
performance of the various organizations providing services to the
Fund, and report to the Fund;
(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of the
Fund semi-annual and annual reports to shareholders;
(K) provide internal legal, compliance and administrative services as
requested by the Fund from time to time;
(L) assist with the design, development, and operation of the Fund,
including new fund and class investment objectives, policies and
structure;
(M) provide individuals acceptable to the Fund for nomination,
appointment, or election as officers of the Fund, who will be
responsible for the management of certain of the Fund affairs as
determined by the Fund;
(N) advise the Fund and its Directors on matters concerning the Fund and
its affairs;
(O) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Fund in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as bonds and policies are approved by the Fund Board of
Directors;
(P) monitor and advise the Fund on their registered investment company
status under the Internal Revenue Code of 1986, as amended;
(Q) perform all administrative services and functions of the Fund to the
extent administrative services and functions are not provided to the
Fund pursuant to the Fund's investment advisory agreement,
distribution agreement, custodian agreement and transfer agent
agreement;
(R) furnish advice and recommendations with respect to other aspects of
the business and affairs of the
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Funds as the Fund and the Administrator shall determine desirable;
and
(S) prepare and file with the Securities and Exchange Commission (the
"SEC") the semi-annual report for the Fund on Form N-SAR and all
required notices pursuant to Rule 24f-2.
Also, the Administrator will perform other services for the Fund as agreed from
time to time, including, but not limited to mailing the annual reports of the
Fund and mailing notices of shareholders' meetings, proxies and proxy
statements, all of which the Fund will pay the Administrator's out-of-pocket
expenses.
In compliance with the requirements of Rule 3la-3 under the 1940 Act, the
Administrator agrees that all records which it maintains for the Fund are the
property of the Fund and further agrees to surrender promptly to the Fund any of
such records upon the Fund request.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also
provide the items which it is obligated to provide under this
Agreement, and shall pay all compensation, if any, of officers of the
Fund who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless
otherwise specifically provided, the Administrator shall not be
obligated to pay the compensation of any employee of the Fund retained
by the Fund to perform services on behalf of the Fund.
(B) THE FUND. The Fund assumes and shall pay or cause to be paid all other
expenses of the Fund not otherwise allocated herein, including,
without limitation, organizational costs, taxes, expenses for legal
and auditing services, the expenses of preparing (including
typesetting), printing and mailing reports, prospectuses, statements
of additional information, proxy solicitation material and notices to
existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of pricing services, the costs
of custodial and transfer agency services, the cost of initial and
ongoing registration of the Shares under Federal and state securities
laws, fees and out-of-pocket expenses of Directors who are not
affiliated persons of the Administrator or the investment adviser to
the Fund or any affiliated corporation of the Administrator or the
investment adviser, the costs of Fund meetings, insurance, interest,
brokerage costs, litigation and other extraordinary or nonrecurring
expenses, and all fees and charges of investment advisers and the
distributor of the Fund.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to
this Agreement, the Fund shall pay to the Administrator the fees and
out-of-pocket expenses specified in the attached Schedule I.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this
Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above. Payment of the
Administrator's compensation for the preceding month shall be made
promptly.
(B) SURVIVAL OF COMPENSATION RATES. All rights of compensation under this
Agreement for services performed as of the termination date shall
survive the termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising
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out of any investment or for any act or omission in carrying out its duties
hereunder, except a loss resulting from willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable law which cannot be waived or modified hereby.
(As used in this Article 5, the term "Administrator" shall include directors,
officers, employees and other agents of the Administrator as well as that
corporation itself.)
So long as the Administrator, or its agents, acts in good faith and with due
diligence the Fund assumes full responsibility and shall indemnify the
Administrator and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly from any action which the Administrator takes or
does not take (i) at the request, on the direction of or in reliance on the
advice of the Fund pursuant to this Agreement or (ii) upon oral or written
instructions. The indemnity provision set forth herein shall survive the
termination of this Agreement.
The Administrator may apply to the Fund at any time for instructions and may
consult counsel for the Fund or its own counsel and with accountants and other
experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with the
written opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document which it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Nor shall the Administrator be held to have notice of
any change of authority of any officers, employee or agent of the Fund until
receipt of written notice thereof from the Fund.
ARTICLE 6. CONFIDENTIALITY. The Administrator agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential Shareholders and relative to the
adviser and its prior, present or potential customers, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Administrator may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund
ARTICLE 7. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The Administrator
undertakes to comply with all applicable requirements of the 1933 Act, the 1934
Act, the 1940 Act and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
the Administrator hereunder.
ARTICLE 8. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
become effective on the date set forth above and shall remain in effect for an
initial term of two (2) years, unless sooner terminated as provided herein.
Thereafter, unless sooner terminated, this Agreement shall continue in effect
from year to year provided such continuance is specifically approved at least
annually by the Board of Directors. This Agreement is terminable without
penalty, by the Board or by the Administrator, on not less than sixty (60) days'
written notice. This Agreement shall not be assigned by any of the parties
hereto without the prior consent in writing of the other party; provided,
however, that the Administrator may in its own discretion and without limitation
or prior consent of the Fund, whenever and on such terms and conditions as it
deems necessary or appropriate enter into subcontracts, agreements and
understandings with third parties; provided, that such subcontract, agreement or
understanding shall not discharge the Administrator from obligations hereunder
or delegation of duties to another third party. A change of control of either
party shall not constitute an assignment of this Agreement.
This Agreement shall not be assignable by the Administrator, without the prior
written consent of the Fund, except to an entity that is controlled by, or under
common control with, the Administrator.
Upon termination of this Agreement, the Administrator shall use its best efforts
to assist in the transfer of its responsibilities hereunder to any successor
administrator without additional compensation (it being understood that they
would be reimbursed for their reasonable out-of-pocket expenses).
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ARTICLE 9. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary records
in connection with its duties as specified in this Agreement. Any records
required to be maintained and preserved pursuant to Rules 3la-1 and 3la-2 under
the 1940 Act which are prepared or maintained by the Administrator on behalf of
the Fund shall be prepared and maintained at the expense of the Administrator,
but shall be the property of the Fund and will be made available to or
surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by another
party, the Administrator shall notify the Fund and follow the Fund instructions
as to permitting or refusing such inspection; provided that the Administrator
may exhibit such records to any person in any case where it is advised by its
counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Fund has agreed to
indemnify the Administrator against such liability.
ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person" and
"affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 12. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the 1940 Act.
To the extent that the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
ARTICLE 13. MULTIPLE ORIGINALS. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
ARTICLE 14. LIMITATION OF LIABILITY. The Administrator agrees that the
obligations pursuant to this Agreement of the Fund with respect to that Fund
shall be limited solely to the assets of that Fund, and the Administrator shall
not seek satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Fund, officers, employees or agents of the Fund,
or any of them.
ARTICLE 15. BINDING AGREEMENT. This Agreement, and the rights and obligations of
the parties and the Fund hereunder, shall be binding on, and inure to the
benefit of, the parties and the Fund and the respective successors and assigns
of each of them.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
SUNAMERICA SENIOR FLOATING RATE FUND, INC.
____________________________________
By: Xxxxx X. Xxxxxxx
Title: President
SUNAMERICA ASSET MANAGEMENT CORP.
____________________________________
By: Xxxxxx X. Xxxxx
Title: Senior Vice President &
General Counsel
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SCHEDULE I
FUND ADMINISTRATION AND COMPLIANCE
ANNUAL FEE SCHEDULE - DOMESTIC FUNDS
SunAmerica Senior Floating Rate Fund, Inc.
Annual fee of 40 basis points based upon the Fund's average daily net assets
Fees are billed monthly
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SCHEDULE II
ACCOUNTING SERVICES
The Administrator or appointed service provider will perform the following
accounting functions:
(i) Journalize the Fund's investment, capital share and income and
expense activities;
(ii) Receive duplicate investment buy/sell trade tickets and
receivable trades with the Fund custodian;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
custodian, and prepare the beginning cash balance available for
investment purposes;
(vi) Update the cash availability throughout the day as required;
(vii) Post to and prepare the Fund's statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
custody fees);
(ix) Monitor the expense accruals and notify Fund management of any
proposed adjustments;
(x) Control all disbursements from each Fund and authorize such
disbursements upon Written Instruction;
(xi) Calculate capital gains and losses;
(xii) Determine the Fund's net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Fund, or if such quotes are unavailable, then
obtain such prices from the management of the Fund, and in either
case calculate the market value of the Fund's investments;
(xiv) Transit or mail a copy of the daily fund valuation to the Fund's
investment advisor;
(xv) Compute the net asset value of the Fund;
(xvi) As appropriate, compute the yields, total return, expense ratios,
fund turnover rate, and, if required, fund average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Change in Net Assets
Cash Statement
Schedule of Capital Gains and Losses
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