Exhibit 99.(h)(ii)
SUNAMERICA MONEY MARKET FUNDS, INC.
SERVICE AGREEMENT
This AGREEMENT made as of this 1/st/ day of January by and between
SunAmerica Money Market Funds, Inc., a Maryland Corporation having its
principal place of business at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called the "Corporation") and SunAmerica Fund Services, Inc., a
Delaware corporation, having its principal place of business at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called "Fund Services").
W I T N E S S E T H:
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WHEREAS, the Corporation desires to appoint Fund Services as its agent in
connection with certain shareholder servicing activities, and Fund Services
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Terms of Appointment; Duties of Fund Services
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A. Subject to the terms and conditions set forth in this Agreement, the
Corporation hereby employs and appoints Fund Services to act, and Fund Services
agrees to act, as servicing agent to assist State Street Bank and Trust Company
and its affiliates, the Corporation's transfer agent (the "Transfer Agent") for
the authorized and issued shares of common stock, $.001 par value of the
Corporation (the "Shares"), in connection with certain services offered to the
shareholders of the Corporation (the "Shareholders") as set out in the current
prospectus of the Corporation, as may be amended from time to time, as on file
with the Securities and Exchange Commission.
B. Fund Services agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
between the Corporation, the Transfer Agent and Fund Services, Fund Services
shall:
(i) receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor
to the custodian of the Corporation authorized pursuant to the
Articles of Incorporation of the Corporation (the "Custodian"):
(ii) pursuant to purchase orders, assist the Transfer Agent to issue
the appropriate number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) receive for acceptance, redemption requests and redemption
directions and deliver the appropriate documentation therefor to
the Custodian;
(iv) at the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or
cause to be paid over
in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(v) assist the Transfer Agent to effect transfers of Shares by the
registered owners thereof upon receipt of appropriate
documentation;
(vi) assist the Transfer Agent to prepare and transmit payments for
dividends and distributions declared by the Corporation; and
(vii) assist the Transfer Agent to maintain records of account for the
Corporation and its Shareholders as to the foregoing.
2. Services with Respect to the Registration of Shares.
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On each day on which an issuance or redemption of Shares occurs, Fund
Services shall assist the Transfer Agent to prepare for the Corporation account
records opening, crediting, debiting and closing affected Shareholders' accounts
as necessary to reflect the issuances or redemptions occurring on that day. All
credits to Shareholders' accounts shall be for the price of the Shares at the
time of purchase, determined in accordance with the Corporation's current
prospectus.
3. Share Price for Purchase and Redemption
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A. Fund Services shall assist the Transfer Agent to identify all share
transactions which involve purchase and redemption orders that are processed at
a time other than the time of the computation of net asset value per share next
computed after receipt of such orders, and shall compute the net effect upon the
Corporation of such transactions so identified on a daily and cumulative basis.
B. Fund Services shall supply to the Corporation monthly reports
summarizing the transactions identified pursuant to paragraph A. above, and the
daily and cumulative net effects of such transactions, and shall advise the
Corporation at the end of each month of the net cumulative effect at such time.
4. Books and Records
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Fund Services shall prepare for the Corporation and assist the Transfer
Agent in maintaining records showing for each Shareholder's account the
following:
A. The name, address and tax identification number of such Shareholder;
B. The number of Shares held by such Shareholder;
C. Historical information including dividends paid and date and price for
all transactions;
D. Any stop or restraining order placed against such account;
E. Information with respect to the withholding of any portion of income
dividends or capital gains distributions;
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F. Any dividend or distribution reinvestment election, withdrawal plan
application, and correspondence relating to the current maintenance of
the account;
G. The certificate numbers and denominations of any share certificates
issued to such Shareholder; and
H. Any additional information required by Fund Services to perform the
services contemplated by this Agreement.
Any such records required to be maintained by the Corporation pursuant to
Rule 31a-1 under the Investment Company Act of 1940, as amended (the "Act") or
any successor rule shall be preserved by the Transfer Agent or Fund Services for
the periods prescribed by Rule 31a-2 under the Act or any successor rule. Such
record retention shall be at the expense of the Corporation. Fund Services
may, at its option at any time, turn over to the Corporation and cease to retain
records created and maintained by Fund Services pursuant to this Agreement which
are no longer required by Fund Services to perform the services contemplated by
this Agreement. If not turned over to the Corporation, such records shall be
preserved by Fund Services for six years from the year of creation, during the
first two of which years such records shall be in readily accessible form. At
the conclusion of such six-year period, such records shall either be turned over
to the Corporation or destroyed in accordance with the Corporation's
authorization.
5. Information To Be Furnished To The Corporation
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Fund Services shall assist the Transfer Agent to furnish to the Corporation
periodically as agreed upon between the Corporation, Fund Services and the
Transfer Agent the following information:
A. Copies of the daily transaction register for each business day of the
Corporation;
B. Copies of all dividend, distribution and reinvestment blotters;
C. Schedules of the quantities of Shares distributed in each state for
purposes of any state's laws or regulations as specified in
instructions given to Fund Services from time to time by the
Corporation or its agents;
D. Reports on transactions described in Paragraph 3 of this Agreement.
E. Such other information, including Shareholder lists, and statistical
information as may be requested by the Corporation from time to time.
6. Confirmations and Statements of Account
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Fund Services shall assist the Transfer Agent to prepare and mail to each
Shareholder at his address as set forth on the transfer books of the Corporation
such confirmations of the Corporation for each purchase or sale of Shares by
each Shareholder and periodic statements of such Shareholder's account with the
Corporation as may be specified from time to time by the Corporation.
7. Correspondence
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Fund Services shall respond to correspondence from Shareholders relating to
their accounts with the Corporation and such other correspondence as may from
time to time be mutually agreed upon by the Corporation, the Transfer Agent and
Fund Services.
8. Proxies
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Fund Services shall assist the Transfer Agent to mail to Shareholders
notices of meetings, proxy statements, forms of proxy and other material
supplied to it by the Corporation in connection with Shareholder meetings of the
Corporation and shall receive, examine and tabulate returned proxies and certify
such tabulations to the Corporation in such written form as the Corporation may
require.
9. Fees And Charges
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A. For the services rendered by Fund Services as described above, subject
to the conditions described below, the Corporation shall pay to Fund Services a
fee calculated and payable monthly based upon the annual rate of .22% of average
daily net assets. Fund Services shall also be reimbursed for the cost of forms
used by it in communicating with Shareholders of the Corporation or specially
prepared for use in connection with its services hereunder, as well as the cost
of postage, telephone and telegraph (or similar electronic media) used in
communicating with Shareholders of the Corporation. It is agreed in this regard
that Fund Services, prior to ordering any form shall obtain the written consent
of the Corporation. All forms for which Fund Services has received
reimbursement from the Corporation shall be the property of the Corporation.
Such fees and out-of-pocket expenses and advances described herein may be
changed from time to time subject to mutual written agreement between the
Corporation and Fund Services.
B. No fee shall be payable to Fund Services pursuant to this Agreement in
the event that the Board of Directors of the Corporation (the "Directors")
determines that Fund Services did not provide the services required by this
Agreement or provided services which were inadequate as determined by the
Directors, in its sole discretion.
10. Compliance With Government Rules And Regulations
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The Corporation understands and agrees that it shall be solely responsible
for ensuring that each prospectus of the Corporation complies with all
applicable provisions of, or regulations adopted pursuant to, the Securities Act
of 1933, as amended (the "Securities Act"), the Act, and any other laws, rules
and regulations of Federal, state or foreign governmental authorities having
jurisdiction in connection with the offering or sale of Shares.
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11. Representations and Warranties of Fund Services
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Fund Services represents and warrants to the Corporation that:
A. It is a corporation duly organized and existing and in good standing
under the laws of the State of Delaware.
B. It is empowered under applicable laws and by its charter and by-laws
to enter into and perform this Agreement.
C. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
D. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
12. Representations and Warranties of the Corporation
-------------------------------------------------
The Corporation represents and warrants to Fund Services that:
A. It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
B. It is empowered under applicable laws and by its Declaration of
Corporation and By-Laws to enter into and perform this Agreement.
C. All proceedings required by said Declaration of Corporation and By-
Laws have been taken to authorize it to enter into and perform this Agreement.
D. It is an investment company registered under the Act .
E. A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate state securities law
filings have been made and will continue to be made, with respect to all Shares
of the Corporation being offered for sale; information to the contrary will
result in immediate notification to Fund Services.
13. Indemnification
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A. Fund Services shall not be responsible for, and the Corporation shall
indemnify and hold Fund Services harmless from and against, any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of Fund Services or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
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(b) The Corporation's refusal or failure to comply with the terms of
this Agreement, or which arise out of the Corporation's lack of good faith,
negligence or willful misconduct which arise out of the breach of any
representation or warranty of the Corporation hereunder.
(c) The reliance on or use by Fund Services or its agents or
subcontractors of information, records and documents which (i) are received by
Fund Services or its agents or subcontractors and furnished to it by or on
behalf of the Corporation, and (ii) have been prepared or maintained by the
Corporation.
(d) The reliance on, or the carrying out by Fund Services or its
agents or subcontractors of any instructions or requests of the Corporation
representative.
(e) The offer or sale of Shares in violation of any requirement under
the Federal securities laws or regulations or the securities laws or regulations
of any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any Federal agency or any state
with respect to the offer or sale of such Shares in such state.
B. Fund Services shall indemnify and hold the Corporation harmless from
Fund Services refusal or failure to comply with the terms of this Agreement, or
which arise out of Fund Services lack of good faith, negligence or willful
misconduct or which arise out of the breach of any representation or warranty of
Fund Services or its agents or subcontractors hereunder.
C. At any time Fund Services may apply to any officer of the Corporation
for instructions, and may consult with outside legal counsel with respect to any
matter arising in connection with the services to be performed by Fund Services
under this Agreement, and Fund Services and its agents or subcontractors shall
not be liable and shall be indemnified by the Corporation for any action taken
or omitted by it in reliance upon such instructions or upon the opinion of such
counsel. Fund Services, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document furnished by or on behalf of
the Corporation, reasonably believed to be genuine and to have been signed by
the proper person or persons, or upon any instruction, information, data,
records or documents provided Fund Services or its agents or subcontractors by
telephone, in person, machine readable input, telex, CRT data entry or other
similar means authorized by the Corporation, and shall not be held to have
notice of any change of authority of any person, until receipt of written notice
thereof from the Corporation. Fund Services, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates which
are reasonably believed to bear the proper manual or facsimile signatures of the
appropriate officer or officers of the Corporation, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
D. In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for
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damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
E. Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any act or
failure to act hereunder.
F. In order that the indemnification provisions contained in this
Paragraph 13 shall apply, upon the assertion of a claim for which either party
may be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
14. Further Actions
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Each party agrees to perform such further acts and execute and deliver such
further documents as are necessary to effectuate the purposes hereof.
15. Amendment, Termination and Delegation of Obligations
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Upon its approval by the Directors and appropriate execution, this
Agreement shall remain in effect for two years and thereafter automatically for
successive one-year periods, provided that such continuance is specifically
approved at least annually by a vote of a majority of the Directors and by a
majority of the members who are not parties to this Agreement or interested
persons, as defined in the Act, of any such party. The Directors shall approve
and renew this Agreement upon determining that the fees provided by Paragraph 9
of this Agreement are fair and reasonable in light of the usual and customary
charges made by others for services of the same nature and quality. This
Agreement may be modified or amended from time to time by written agreement
between the parties hereto. This Agreement may be terminated at any time by one
hundred twenty (120) days' written notice given by one party to the other. Upon
termination hereof, the Corporation shall pay to Fund Services such compensation
as may be due as of the date of such termination, and shall likewise reimburse
Fund Services in accordance herewith for its costs, expenses and disbursements.
16. Assignment
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A. Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the written consent of the other party.
B. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
17. New York Law to Apply
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This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
ATTEST: SUNAMERICA MONEY MARKET FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Executive Vice President
ATTEST: SUNAMERICA FUND SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
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