[FORM OF]
SERVICE AGREEMENT
This AGREEMENT made as of this __day of (MONTH), 2001 by and
between__________, a Maryland corporation/Massachusetts Trust having its
principal place of business at Harborside Financial Center, 0000 Xxxxx 0, Xxxxxx
Xxxx, Xxx Xxxxxx 00000-0000 (hereinafter called the "Corporation"/"Trust") and
AIG SunAmerica Fund Services, Inc., a Delaware corporation, having its principal
place of business at Harborside Financial Center, 0000 Xxxxx 0, Xxxxxx Xxxx, Xxx
Xxxxxx 00000-0000 (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
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, $._____ 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.
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
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
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;
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
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.
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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
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
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
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
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.
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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
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.
11. REPRESENTATIONS AND WARRANTIES OF FUND SERVICES
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 .
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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
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.
(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
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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 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
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 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
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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.
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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.
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.
[CORPORATION/TRUST]
By:
Name:
Title:
AIG SUNAMERICA FUNDS SERVICES, INC.
By:
Name:
Title:
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