TRANSFER AGENCY AND SERVICE AGREEMENT
between
SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.
and
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
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1. Terms of Appointment; Duties of the Bank. . . . . . . . . . . . . . .1
2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .3
3. Representations and Warranties of the Bank. . . . . . . . . . . . . .4
4. Representations and Warranties of the Corporation . . . . . . . . . .4
5. Data Access and Proprietary Information . . . . . . . . . . . . . . .5
6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . .6
7. Standard of Care. . . . . . . . . . . . . . . . . . . . . . . . . . .7
8. Covenants of the Corporation and the Bank . . . . . . . . . . . . . .7
9. Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . .8
10. Additional Funds. . . . . . . . . . . . . . . . . . . . . . . . . .9
11. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
12. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
13. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . . . .9
14. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . .9
15. Consequential Damages . . . . . . . . . . . . . . . . . . . . . . 10
16. Merger of Agreement . . . . . . . . . . . . . . . . . . . . . . . 10
17. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 18th day of February, 1999, by and between
SUNAMERICA STRATEGIC INVESTMENT SERIES, INC., a Maryland corporation, having
its principal office and place of business at The SunAmerica Center, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 (the "Corporation"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Corporation is authorized to issue shares in separate series, with
each such series representing interests in a separate fund of securities and
other assets; and
WHEREAS, the Corporation intends to initially offer shares in one series, the
Tax Managed Equity Fund (this series, together with all other series
subsequently established by the Fund and made subject to this Agreement in
accordance with Article 10, being herein referred to as a "Fund", and
collectively as the "Funds");
WHEREAS, the Corporation on behalf of the Fund(s) desires to appoint the Bank as
its transfer agent, dividend disbursing agent, custodian of certain retirement
plans and agent in connection with certain other activities, and the Bank
desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. TERMS OF APPOINTMENT; DUTIES OF THE BANK
1.1 Subject to the terms and conditions set forth in this Agreement, the
Corporation, on behalf of the Fund(s), hereby employs and appoints the Bank
to act as, and the Bank agrees to act as its transfer agent for the
Corporation's authorized and issued shares of its common stock, $0.0001 par
value, ("Shares"), dividend disbursing agent, custodian of certain
retirement plans and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of each of the
respective Fund(s) of the Corporation ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Corporation on behalf of the applicable Fund,
including without limitation any periodic investment plan or periodic
withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Corporation on behalf of each of the Fund(s), as
applicable and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of the Corporation authorized pursuant to the
Articles of Incorporation of the Corporation (the "Custodian");
(ii) Pursuant to purchase orders, 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 thereof to
the Custodian;
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly with
broker-dealers authorized by the Corporation who shall thereby
be deemed to be acting on behalf of the Corporation;
(v) 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;
(vi) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and distributions
declared by the Corporation on behalf of the applicable Fund;
(viii) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the Bank
of indemnification satisfactory to the Bank and protecting the
Bank and the Fund, and the Bank at its option, may issue
replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity;
(ix) Maintain records of account for and advise the Corporation and
its Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Corporation and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of
shares of the Corporation which are authorized, based upon data
provided to it by the Corporation, and issued and outstanding.
The Bank shall also provide the Corporation on a regular basis
with the total number of shares which are authorized and issued
and outstanding and shall have no obligation, when recording
the issuance of shares, to monitor the issuance of such shares
or to take cognizance of any laws relating to the issue or sale
of such shares, which functions shall be the sole
responsibility of the Corporation.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i)
perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and, as
relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing proxies, mailing Shareholder reports and prospectuses
to current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S. Treasury
Department Forms 1099 and other appropriate forms required with
respect to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and statements
of account to Shareholders for all purchases and redemptions of Shares
and other confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and providing
Shareholder account information and (ii) provide a system which will
enable the Corporation to monitor the total number of Shares sold in
each State.
(c) In addition, the Corporation shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt from
blue sky reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of the Bank for the Corporation's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Corporation and the
reporting of such transactions to the Corporation as provided above.
(d) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement between
the Corporation on behalf of each Fund and the Bank per the attached
service responsibility schedule. The Bank may at times perform only a
portion of these services and the Corporation or its agent may perform
these services on the Corporation's behalf.
(e) The Bank shall provide additional services on behalf of the
Corporation (i.e., escheatment services) which may be agreed upon in
writing between the Corporation and the Bank.
2. FEES AND EXPENSES
2.1 For the performance by the Bank pursuant to this Agreement, the Corporation
agrees on behalf of each of the Fund(s) to pay the Bank an annual
maintenance fee for each Shareholder account as set out in the initial fee
schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.2 below may be changed from time to
time subject to mutual written agreement between the Corporation and the
Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees on
behalf of each of the Fund(s) to reimburse the Bank for out-of-pocket
expenses, including but not limited to confirmation production, postage,
forms, telephone, microfilm, microfiche, tabulating proxies, records
storage, or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the
Bank at the request or with the consent of the Corporation, will be
reimbursed by the Corporation on behalf of the applicable Fund.
2.3 The Corporation agrees on behalf of each of the Fund(s) to pay all fees and
reimbursable expenses within five days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies,
Corporation reports and other mailings to all shareholder accounts shall be
advanced to the Bank by the Corporation at least seven (7) days prior to
the mailing date of such materials.
3. REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Corporation that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
The Corporation represents and warrants to the Bank that:
4.1 It is a corporation duly organized and existing and in good standing under
the laws of the State of Maryland.
4.2 It is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end and diversified management investment company registered
under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended on
behalf of each of the Fund(s) 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.
5. DATA ACCESS AND PROPRIETARY INFORMATION
5.1 The Corporation acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Corporation by the Bank as part of the
Corporation's ability to access certain Fund-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership of the
Bank ("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary Information") of
substantial value to the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data. The Corporation agrees
to treat all Proprietary Information as proprietary to the Bank and further
agrees that it shall not divulge any Proprietary Information to any person
or organization except as may be provided hereunder. Without limiting the
foregoing, the Corporation agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance with the
Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of
such information in accordance with the Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder
from being retransmitted to any other computer facility or other
location, except with the prior written consent of the Bank;
(e) that the Corporation shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in Proprietary
Information at common law, under federal copyright law and under other
federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Corporation notifies the Bank that any of the Data Access Services
do not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely manner
to correct such failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely responsible
for the contents of such data and the Corporation agrees to make no claim
against the Bank arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES
AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Corporation include the ability to
originate electronic instructions to the Bank in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be
entitled to rely on the validity and authenticity of such instruction
without
undertaking any further inquiry as long as such instruction is undertaken
in conformity with security procedures established by the Bank from time to
time.
6. INDEMNIFICATION
6.1 The Bank shall not be responsible for, and the Corporation shall on behalf
of the applicable Fund indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(a) All actions of the Bank 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.
(b) 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 the Bank or its agents or
subcontractors of information, records, documents or services which
(i) are received by the Bank or its agents or subcontractors, and (ii)
have been prepared, maintained or performed by the Fund or any other
person or firm on behalf of the Corporation including but not limited
to any previous transfer agent or registrar.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Corporation
on behalf of the applicable Fund.
(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.
(f) The negotiation and processing by the Bank of checks not made
payable to the order of the Bank, the Corporation, the Corporation=s
management company, transfer agent or distributor or the retirement
account custodian or trustee for a plan account investing in Shares,
which checks are tendered to the Bank for the purchase of Shares
(i.e., checks made payable to prospective or existing Shareholders,
such checks are commonly known as Athird party checks@).
6.2 At any time the Bank may apply to any officer of the Corporation for
instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services
to be performed by the Bank under this Agreement, and the Bank and its
agents or subcontractors shall not be liable and shall be indemnified by
the Corporation on behalf of the applicable Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, 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 the Bank or its agents or
subcontractors by 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. The Bank, 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 officers of the Corporation, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.
6.3 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Corporation may be
required to indemnify the Bank, the Bank shall promptly notify the
Corporation of such assertion, and shall keep the Corporation advised with
respect to all developments concerning such claim. The Corporation shall
have the option to participate with the Bank in the defense of such claim
or to defend against said claim in its own name or in the name of the Bank.
The Bank shall in no case confess any claim or make any compromise in any
case in which the Corporation may be required to indemnify the Bank except
with the Corporation's prior written consent.
7. STANDARD OF CARE
The Bank shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not
be liable for loss or damage due to errors unless said errors are caused by
its negligence, bad faith, or willful misconduct or that of its employees.
8. COVENANTS OF THE CORPORATION AND THE BANK
8.1 The Corporation shall on behalf of each of the Fund(s) promptly furnish to
the Bank the following:
(a) A certified copy of the resolution of the Board of Directors of
the Corporation authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Corporation and all amendments thereto.
8.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Corporation for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping account
of, such certificates, forms and devices.
8.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such records
prepared or maintained by the Bank relating to the services to be
performed by the Bank hereunder are the property of the Corporation and
will be preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Corporation on
and in accordance with its request.
8.4 The Bank and the Corporation agree that all books, records, information
and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of
this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
8.5 In case of any requests or demands for the inspection of the Shareholder
records of the Corporation, the Bank will endeavor to notify the
Corporation and to secure instructions from an authorized officer of the
Corporation as to such inspection. The Bank reserves the right, however,
to exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.
9. TERMINATION OF AGREEMENT
9.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.
9.2 Should the Corporation exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Corporation on behalf of the applicable Fund(s).
Additionally, the Bank reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.
10. ADDITIONAL FUNDS
In the event that the Corporation establishes one or more series of
Shares in addition to the Tax Managed Equity Fund with respect to which
it desires to have the Bank render services
as transfer agent under the terms hereof, it shall so notify the Bank in
writing, and if the Bank agrees in writing to provide such services, such
series of Shares shall become a Fund hereunder.
11. ASSIGNMENT
11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Bank may, without further consent on the part of the Corporation,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (ii)
a BFDS subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(2) or (iii) a BFDS affiliate; provided, however, that the Bank
shall be as fully responsible to the Corporation for the acts and
omissions of any subcontractor as it is for its own acts and omissions.
12. AMENDMENT
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board
of Directors of the Corporation.
13. MASSACHUSETTS LAW TO APPLY
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of
Massachusetts.
14. FORCE MAJEURE
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.
15. CONSEQUENTIAL DAMAGES
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
16. MERGER OF AGREEMENT
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. COUNTERPARTS
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
SUNAMERICA STRATEGIC INVESTMENT
SERIES, INC.
BY:
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Name:
Title:
ATTEST:
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STATE STREET BANK AND TRUST
COMPANY
BY:
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Name:
Title:
ATTEST:
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