Exhibit 99(d)(ii)
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of January 2, 2002 by and
between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware Corporation ("the
Adviser"), and AIG GLOBAL INVESTMENT CORP., a Delaware Limited Liability Company
(the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Money Market Funds, Inc., a Maryland
Corporation (the "Corporation"), have entered into an Investment Advisory and
Management Agreement dated as of January 1, 1999, as amended from time to time
(the "Advisory Agreement") pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Corporation;
and
WHEREAS, the Corporation is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company and
may issue shares of common stock, par value $.0001 per share, in separately
designated series representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish
investment advisory services to the investment series of the Corporation listed
on Schedule A attached hereto (the "Fund"), and the Subadviser is willing to
furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. DUTIES OF THE SUBADVISER. The Adviser hereby engages the services
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of the Subadviser in furtherance of its Investment Advisory and Management
Agreement with the Corporation. Pursuant to this Subadvisory Agreement and
subject to the oversight and review of the Adviser, the Subadviser will manage
the investment and reinvestment of a portion of the assets of each Fund listed
on Schedule A attached hereto. The Subadviser will determine in its discretion,
and subject to the oversight and review of the Adviser, the securities to be
purchased or sold, will provide the Adviser with records concerning its
activities which the Adviser or the Corporation is required to maintain, and
will render regular reports to the Adviser and to officers and Directors of the
Corporation concerning its discharge of the foregoing responsibilities. The
Subadviser shall discharge the foregoing responsibilities subject to the control
of the officers and the Directors of the Corporation and in compliance with such
policies as the Directors of the Corporation may from time
to time establish and communicate to the Subadviser, and in compliance with (a)
the objectives, policies, and limitations for the Fund set forth in the
Corporation's current prospectus and statement of additional information as
provided to the Subadviser, and (b) applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that the
portion of each Fund set forth in Schedule A managed by it will at all times be
operated and managed in compliance with all applicable federal and state laws
governing its operations and investments. Without limiting the foregoing and
subject to Section 9(c) hereof, the Subadviser represents and warrants (1) that
the Subadviser's management of the assets of a Fund will be designed to achieve
qualification by each Fund to be treated as a "regulated investment company"
under subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended
(the "Code"), and (2) compliance with (a) the provisions of the Act and rules
adopted thereunder that relate to the investment of Fund assets, including
depositing those assets in custody with institutions designated by the
Corporation; and (b) applicable federal and state securities and commodities
laws (other than state securities laws relating to the amount of Fund shares
that may be sold in a particular state); provided that for purposes of Section
17(a), (d) and (e), the Subadviser shall effect compliance only in relation to
its own affiliates and to affiliated persons identified to it by the Adviser.
The Subadviser further represents and warrants that only with respect to any
statements or omissions made in any Registration Statement for shares of the
Corporation, or any amendment or supplement thereto, made in reliance upon and
in conformity with information furnished by the Subadviser expressly for use
therein, such Registration Statement and any amendments or supplements thereto
will, when they become effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and regulations of the
Commission thereunder (the "1933 Act" and the Act and will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading.
The Subadviser accepts such employment and agrees, at its own
expense, to render the services set forth herein and to provide the office
space, furnishings, equipment and personnel required by it to perform such
services on the terms and for the compensation provided in this Agreement.
2. FUND TRANSACTIONS. (a) The Subadviser is responsible for decisions,
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and is hereby authorized, to buy or sell securities and other investments for
each Fund, broker-dealers and futures commission merchants' selection, and
negotiation of brokerage commission and futures commission merchants' rates. As
a general matter, in executing Fund transactions, the Subadviser may employ or
deal with such broker-dealers or futures commission merchants as may, in the
Subadviser's best judgement, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission rates. In selecting
such broker-dealers or futures commission merchants, the Subadviser shall
consider all relevant factors including price (including the applicable
brokerage commission, dealer spread or futures commission merchant rate), the
size of the order, the nature of the market for the security or other
investment, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer or futures commission merchant
involved, the quality of the service, the difficulty of execution, the execution
capabilities and operational facilities of the firm involved, and, in the case
of securities, the firm's risk in positioning a block of securities.
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Subject to such policies as the Directors may determine and consistent with
Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Subadviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of the
Subadviser's having caused a Fund to pay a member of an exchange, broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another member of an exchange, broker or dealer
would have charged for effecting that transaction, if the Subadviser determines
in good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such member of an
exchange, broker or dealer viewed in terms of either that particular transaction
or the Subadviser's overall responsibilities with respect to such Fund and to
other clients as to which the Subadviser exercises investment discretion. In
accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and
subject to any other applicable laws and regulations including Section 17(e) of
the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the
Adviser and its affiliates or any other subadviser to the Corporation and its
respective affiliates, as broker-dealers or futures commission merchants to
effect Fund transactions in securities and other investments for a Fund. The
Subadviser will promptly communicate to the Adviser and to the officers and the
Directors of the Corporation such information relating to Fund transactions as
they may reasonably request. To the extent consistent with applicable law, the
Subadviser may aggregate purchase or sell orders for the Fund with
contemporaneous purchase or sell orders of other clients of the Subadviser or
its affiliated persons. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made by
the Subadviser in the manner the Subadviser determines to be equitable and
consistent with its and its affiliates' fiduciary obligations to the Fund and to
such other clients. The Adviser hereby acknowledges that such aggregation of
orders may not result in more favorable pricing or lower brokerage commissions
in all instances.
(b) Notwithstanding Section 2(a) above, for such purposes as obtaining
investment research products and services, covering fees and expenses, and
rewarding sales or distribution, the Adviser may direct the Subadviser to effect
a specific percentage of a Fund's transactions in securities and other
investments to certain broker-dealers and futures commission merchants. In
designating the use of a particular broker-dealer or futures commission
merchant, the Adviser and Subadviser acknowledge: 1) all brokerage transactions
are subject to best execution. As such, Subadviser will use its best efforts to
direct non-risk commission transactions to a particular broker-dealer or futures
commission merchant designated by the Adviser provided that the Subadviser seek
to obtain best execution; 2) such direction may result in the Corporation paying
a higher commission, depending upon the Subadviser's arrangements with the
particular broker-dealer or futures commission merchant, etc; 3) if the
Subadviser directs payments of an excessive amount of commissions, the
executions may not be accomplished as rapidly. In addition, the Subadviser may
forfeit the possible advantage derived from the aggregation of multiple orders
as a single "bunched" transaction where the Subadviser would, in some instances,
be in a better position to negotiate commissions; and 4) the Subadviser does not
make commitments to allocate fixed or definite amounts of commissions to
brokers. As such, the Subadviser may be unable to fulfill the Adviser's request
for direction due to the reasons stated above.
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3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not be entitled
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to receive any payment from the Corporation and shall look solely and
exclusively to the Adviser for payment of all fees for the services rendered,
facilities furnished and expenses paid by it hereunder. As full compensation for
the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser
a fee at the annual rates set forth in Schedule A hereto with respect to the
portion of the assets managed by the Subadviser for each Fund listed thereon.
Such fee shall be accrued daily and paid monthly as soon as practicable after
the end of each month (i.e., the applicable annual fee rate divided by 365
applied to each prior days' net assets in order to calculate the daily accrual).
If the Subadviser shall provide its services under this Agreement for less than
the whole of any month, the foregoing compensation shall be prorated. The
Adviser and Subadviser acknowledge that the Fund will be ultimately responsible
for all brokerage commissions, taxes, custodian fees and any other
transaction-related fees, but that, for the purposes of this Agreement, as
between the Adviser and the Subadviser, the Adviser will be responsible for such
expenses, and the Adviser authorizes the Subadviser to incur and pay such
expenses for the Fund, as deemed appropriate by the Subadviser.
4. OTHER SERVICES. At the request of the Corporation or the Adviser, the
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Subadviser in its discretion may make available to the Corporation office
facilities, equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered by the
Subadviser and billed to the Corporation or the Adviser at the Subadviser's
cost.
5. REPORTS. The Corporation, the Adviser and the Subadviser agree to
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furnish to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs and that of the Corporation as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the
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Adviser and the Corporation are not to be deemed exclusive, and the Subadviser
shall be free to render similar services to others so long as its services to
the Corporation are not impaired thereby. The Subadviser shall be deemed to be
an independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Corporation in any way
or otherwise be deemed an agent of the Corporation.
7. CERTAIN RECORDS. The Subadviser hereby undertakes and agrees to
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maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Fund that are required to be
maintained by the Corporation pursuant to the requirements of Rule 31a-1 of that
Act. Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are
prepared or maintained by the Subadviser on behalf of the Corporation are the
property of the Corporation and will be surrendered promptly to the Corporation
or the Adviser on request.
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The Subadviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby shall be subject at any time,
and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Corporation's
auditors, the Corporation or any representative of the Corporation, the Adviser,
or any governmental agency or other instrumentality having regulatory authority
over the Corporation.
8. REFERENCE TO THE SUBADVISER. Neither the Corporation nor the Adviser
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or any affiliate or agent thereof shall make reference to or use the name or
logo of the Subadviser or any of its affiliates in any advertising or
promotional materials without the prior approval of the Subadviser, which
approval shall not be unreasonably withheld.
9. LIABILITY OF THE SUBADVISER. (a), Except for damages resulting
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directly from willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder ("disabling conduct") on the part
of the Subadviser, the Subadviser shall not be subject to liability to the
Adviser, its officers, directors, agents, employees, controlling persons or
shareholders or to the Corporation or to any shareholder of the Corporation or
to any third party for any act or omission in the course of, or connected with,
rendering services hereunder, including without limitation, any error of
judgment or mistake of law or for any loss suffered by any of them in connection
with the matters to which this Agreement relates, except to the extent specified
in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services. Except for such
disabling conduct, the Adviser shall indemnify the Subadviser (collectively, the
"Indemnified Parties") from any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) arising from the
Subadviser's providing services under this Agreement or the sale of securities
of the Corporation.
(b) The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers and each
person, if any, who controls the Adviser within the meaning of Section 15 of the
1933 Act against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which the Adviser or its
affiliates or such directors, officers or controlling person may become subject
under the 1933 Act, under other statutes, at common law or otherwise, directly
caused by the Subadviser's disabling conduct ; provided, however, that in no
case is the Subadviser's indemnity in favor of any person deemed to protect such
other persons against any liability to which such person would otherwise be
subject by reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its reckless
disregard of obligation and duties under this Agreement.
(c) The Subadviser shall not be liable to the Adviser its officers,
directors, agents, employees, controlling persons or shareholders or to the
Corporation or its shareholders for (i) any acts of the Adviser or any other
subadviser to the Fund with respect to the portion of the assets of a Fund not
managed by Subadviser and (ii) acts of the Subadviser which result from or are
based upon acts of the Adviser, including, but not limited to, a failure of the
Adviser to provide accurate and current information with respect to any records
maintained by Adviser or any other subadviser to a Fund, which records are not
also maintained by the Subadviser or, to the extent such records relate to the
portion of the assets managed by the Subadviser, otherwise available to the
Subadviser upon
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reasonable request. The Adviser and Subadviser each agree that the Subadviser
shall manage the portion of the assets of a Fund allocated to it as if it was a
separate operating Fund and shall comply with subsections (a) and (b) of Section
1of this Subadvisory Agreement (including, but not limited to, the investment
objectives, policies and restrictions applicable to a Fund and qualifications of
a Fund as a regulated investment company under the Code) only with respect to
the portion of assets of a Fund allocated to Subadviser. The Adviser shall
indemnify the Indemnified Parties from any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses)
arising from the conduct of the Adviser, the Corporation and any other
subadviser with respect to the portion of a Fund's assets not allocated to the
Subadviser and with respect to any other Fund of the Corporation.
10. PERMISSIBLE INTERESTS. Directors and agents of the Corporation
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are or may be interested in the Subadviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise; directors,
partners, officers, agents, and shareholders of the Subadviser are or may be
interested in the Corporation as Directors, or otherwise; and the Subadviser (or
any successor) is or may be interested in the Corporation in some manner.
11. TERM OF THE AGREEMENT. This Agreement shall continue in full
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force and effect with respect to each Fund until two years from the date hereof,
and from year to year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those Directors of
the Corporation who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by the Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Fund voting separately from
any other series of the Corporation.
With respect to each Fund, this Agreement may be terminated at
any time, without payment of a penalty by the Fund or the Corporation, by vote
of a majority of the Directors, or by vote of a majority of the outstanding
voting securities (as defined in the Act) of the Fund, voting separately from
any other series of the Corporation, or by the Adviser, on not less than 30 nor
more than 60 days' written notice to the Subadviser. With respect to each Fund,
this Agreement may be terminated by the Subadviser at any time, without the
payment of any penalty, on 90 days' written notice to the Adviser and the
Corporation. The termination of this Agreement with respect to any Fund or the
addition of any Fund to Schedule A hereto (in the manner required by the Act)
shall not affect the continued effectiveness of this Agreement with respect to
each other Fund subject hereto. This Agreement shall automatically terminate in
the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Corporation and the Adviser is terminated.
12. SEVERABILITY. This Agreement constitutes the entire Agreement
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between the parties hereto. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
13. AMENDMENTS. This Agreement may be amended by mutual consent in
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writing, but the consent of the Corporation must be obtained in conformity with
the requirements of the Act.
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14. GOVERNING LAW. This Agreement shall be construed in accordance
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with the laws of the State of New York and the applicable provisions of the Act.
To the extent the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Act, the
latter shall control.
15. SEPARATE SERIES. Pursuant to the provisions of the Articles of
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Incorporation and the General Laws of the State of Maryland, each Fund is a
separate series of the Corporation, and all debts, liabilities, obligations and
expenses of a particular Fund shall be enforceable only against the assets of
that Fund and not against the assets of any other Fund or of the Corporation as
a whole.
16. NOTICES. All notices shall be in writing and deemed properly
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given when delivered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:
Subadviser:
AIG GLOBAL INVESTMENT CORP.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
With a copy to:
AIG GLOBAL INVESTMENT CORP.
General Counsel
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
000 Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx
Senior Vice President and
General Counsel
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IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of the date first above
written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: ________________________________
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
AIG GLOBAL INVESTMENT CORP.
By: ________________________________
Name:
Title:
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SCHEDULE A
FUND FEE RATE
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Municipal Money Market Fund .250% on the first $200 million
.200% on the next $300 million
.150% thereafter
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