EXHIBIT 99.H3
BRAZOS MUTUAL FUNDS
SERVICE AGREEMENT
This AGREEMENT made as of this 25 th day of June, 1999 by and between
Brazos Mutual Funds, a Delaware business trust having its principal place of
business at The SunAmerica Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000 (hereinafter called the "Trust") and SunAmerica Fund Services, Inc.,
a Delaware corporation, having its principal place of business at The SunAmerica
Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (hereinafter called
"Fund Services").
W I T N E S S E T H:
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WHEREAS, the Trust 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
A. Subject to the terms and conditions set forth in this Agreement, the
Trust 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 Trust's transfer agent (the "Transfer Agent") for the authorized
and issued shares of common stock, $.001 par value of the Trust (the "Shares"),
in connection with certain services offered to the shareholders of the Trust
(the "Shareholders") as set out in the current prospectus of the Trust, 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 Trust, 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 Trust authorized pursuant to
the Agreement and Declaration of Trust of the Trust (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 Trust; and
(vii) assist the Transfer Agent to maintain records of account for
the Trust and its Shareholders as to the foregoing.
2. SERVICES WITH RESPECT TO THE REGISTRATION OF SHARES.
On each day on which an issuance or redemption of Shares occurs, Fund
Services shall assist the Transfer Agent to prepare for the Trust 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 Trust's current prospectus.
3. SHARE PRICE FOR PURCHASE AND REDEMPTION
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
Trust of such transactions so identified on a daily and cumulative basis.
B. Fund Services shall supply to the Trust 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 Trust at the
end of each month of the net cumulative effect at such time.
4. BOOKS AND RECORDS
Fund Services shall prepare for the Trust 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;
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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;
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 Trust pursuant to
Rule 3la-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 Trust. Fund Services may, at its
option at any time, turn over to the Trust 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 Trust, 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 Trust
or destroyed in accordance with the Trust's authorization.
5. INFORMATION TO BE FURNISHED TO THE TRUST
Fund Services shall assist the Transfer Agent to furnish to the Trust
periodically as agreed upon between the Trust, Fund Services and the Transfer
Agent the following information:
A. Copies of the daily transaction register for each business day
of the Trust;
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 Trust 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 Trust from
time to time.
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6. CONFIRMATIONS AND STATEMENTS OF ACCOUNT
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 Trust
such confirmations of the Trust for each purchase or sale of Shares by each
Shareholder and periodic statements of such Shareholder's account with the Trust
as may be specified from time to time by the Trust.
7. CORRESPONDENCE
Fund Services shall respond to correspondence from Shareholders
relating to their accounts with the Trust and such other correspondence as may
from time to time be mutually agreed upon by the Trust, the Transfer Agent and
Fund Services.
8. PROXIES
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 Trust in connection with Shareholder meetings of the Trust
and shall receive, examine and tabulate returned proxies and certify such
tabulations to the Trust in such written form as the Trust may require.
9. FEES AND CHARGES
A. For the services rendered by Fund Services as described above,
subject to the conditions described below, the Trust shall pay to Fund Services
a fee calculated and payable monthly based upon the annual rate stated in the
fee schedules attached hereto. Fund Services shall also be reimbursed for the
cost of forms used by it in communicating with Shareholders of the Trust 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 Trust. It is agreed in this regard
that Fund Services, prior to ordering any form shall obtain the written consent
of the Trust. All forms for which Fund Services has received reimbursement from
the Trust shall be the property of the Trust. 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 Trust and Fund Services.
B. No fee shall be payable to Fund Services pursuant to this Agreement
in the event that the Board of Trustees of the Trust (the "Trustees") determines
that Fund Services did not provide the services required by this Agreement or
provided services which were inadequate as determined by the Trustees, in its
sole discretion.
10. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS
The Trust understands and agrees that it shall be solely responsible
for ensuring that each prospectus of the Trust 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
Fund Services represents and warrants to the Trust 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 TRUST
The Trust 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 State of Delaware and the Delaware Business Trust
Act.
B. It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this Agreement.
C. All proceedings required by said Agreement and Declaration of Trust
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 Trust being offered for sale; information to the contrary will result in
immediate notification to Fund Services.
13. INDEMNIFICATION
A. Fund Services shall not be responsible for, and the Trust 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 Trust's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Trust's lack of good faith, negligence or
willful misconduct which arise out of the breach of any representation or
warranty of the Trust 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 Trust, and (ii) have been prepared or maintained by the Trust.
(d) The reliance on, or the carrying out by Fund Services or its agents
or subcontractors of any instructions or requests of the Trust 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 Trust 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 Trust 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 Trust 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 Trust, 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 Trust, and shall not be held to have notice of any change of
authority of any person, until receipt of written notice thereof from the Trust.
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 Trust, 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 damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
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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
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
Upon its approval by the Trustees 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 Trustees 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 Trustees shall approve
and renew this Agreement upon determining that the fees provided by the fee
schedule attached hereto 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 Trust 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
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
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of New York.
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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.
BRAZOS MUTUAL FUNDS
ATTEST:
/s/ Illegible By: /s/ Xxx X. Xxxxxxxxxxxx
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Xxx X. Xxxxxxxxxxxx, President
SUNAMERICA FUND SERVICES, INC.
ATTEST:
/S/ XXXXXXX XXXX By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President
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Annual Fee Schedule for Class Y Shares of Brazos Mutual Funds
NAME OF SERIES
Small Cap Growth Portfolio
Micro Cap Growth Portfolio
Real Estate Securities Portfolio
Growth Portfolio
Annual Fee
$14.00 per shareholder account - no-load fund
Minimum annual fees of $22,500 for the first fund, $10,000
for each additional fund or class
Plus Out-of-Pocket Expenses, including but not limited to:
Telephone - toll-free lines Proxies
Postage Retention of records
Programming (with prior approval) (with prior approval)
Stationary/envelopes Microfilm/fiche of records
Mailing Special reports
Insurance ACH fees
NSCC charges
ACH Shareholder Services
$125.00 per month per fund group
$.50 per account setup and/or change
$.50 per item for AIP purchases
$.35 per item for EFT payments and purchases
$3.50 per correction, reversal, return item
Qualified Plan Fees (Billed to Investors)
Annual maintenance fee per account $12.50/acct. (Cap at $25.00 per SSN)
Transfer to successor trustee $15.00/trans.
Distribution to participant $15.00/trans (Exclusive of SWP)
Refund of excess contribution $15.00/trans.
Additional Shareholder Fees (Billed to Investors)
Any outgoing wire transfer $12.00/wire
Telephone Exchange $ 5.00/exchange transaction
Return check fee $20.00/item
Stop payment $20.00/stop
(Liquidation, dividend, draft check)
Research fee $ 5.00/item
(For requested items of the second calendar year [or previous] to
the request) (Cap at $25.00)
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NSCC AND DAZL
OUT-OF-POCKET CHARGES FOR CLASS Y SHARES OF BRAZOS MUTUAL FUNDS
NSCC INTERFACES
Setup
Fund/SERV, Networking ACATS, Exchanges $5,000 setup (one time)
Commissions $5,000 setup (one time)
Processing
Fund/SERV $ 50/month
Networking $250/month
CPU Access $ 40/month
Fund/SERV Transactions $ .35/trade
Networking - per item $.025/monthly dividend fund
Networking - per item $.015/non-mo. dividend fund
First Data $.10/next-day Fund/SERV trade
First Data $.15/same-day Fund/SERV trade
NSCC IMPLEMENTATION
8 to 10 weeks lead time (target availability 10/1/97)
DAZL (Direct Access Zip Link - Electronic mail interface to financial advisor
network)
Setup $5,000/fund group
Monthly Usage $1,000/month
Transmission $.015/price record
$.025/other record
Enhancement $125/hour
Fees and out-of-pocket expenses are billed to the fund monthly
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ANNUAL FEE SCHEDULE FOR CLASSES A,
B AND II OF BRAZOS MUTUAL FUNDS
NAME OF SERIES
Small Cap Growth Portfolio
Real Estate Securities Portfolio
Annual Fee: 22% of average daily net assets
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