Exhibit 99.d
SUNAMERICA MONEY MARKET FUNDS, INC.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of January 1,
1999 by and between SunAmerica Money Market Funds, Inc., a Maryland Corporation
(the "Corporation"), and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser").
W I T N E S S E T H:
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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 $.001 per share, of a separately
designated series with its own investment objectives, policies and purposes (the
"Fund"); and
WHEREAS, the Adviser is engaged in the business of rendering investment
management, advisory and administrative services and is registered as an
investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Corporation desires to retain the Adviser to furnish
investment management, advisory and administrative services to the Corporation
and the Fund and the Adviser is willing to furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. Duties of the Adviser. The Adviser shall manage the affairs of the
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Fund including, but not limited to, continuously providing the Fund with
investment management, including investment research, advice and supervision,
determining which securities shall be purchased or sold by the Fund, making
purchases and sales of securities on behalf of the Fund and determining how
voting and other rights with respect to securities owned by the Fund shall be
exercised, subject in each case to the control of the Board of Directors of the
Corporation (the "Directors") and in accordance with the objectives, policies
and principles set forth in Corporation's Registration Statement and the Fund's
current Prospectus and Statement of Additional Information, as amended from time
to time, the requirements of the Act and other applicable law. In performing
such duties, the Adviser (i) shall provide such office space, such bookkeeping,
accounting, clerical, secretarial and administrative services (exclusive of, and
in addition to, any such service provided by any others retained by the Fund or
Corporation on behalf of the Fund) and such executive and other personnel as
shall be necessary for the operations of the Fund, (ii)
shall be responsible for the financial and accounting records required to be
maintained by the Fund (including those maintained by Corporation's custodian)
and (iii) shall oversee the performance of services provided to the Fund by
others, including the custodian, transfer and shareholder servicing agent. The
Corporation understands that the Adviser also acts as the manager of other
investment companies.
Subject to Section 36 of the Act, the Adviser shall not be liable to the
Fund or Corporation for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the management of
the Fund and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. Retention by Adviser of Sub-Advisers, etc. In carrying out its
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responsibilities hereunder, the Adviser may employ, retain or otherwise avail
itself of the services of other persons or entities including, without
limitation, affiliates of the Adviser, on such terms as the Adviser shall
determine to be necessary, desirable or appropriate. Without limiting the
generality of the foregoing, and subject to the requirements of Section 15 of
the Act, the Adviser may retain one or more sub-advisers to manage all or a
portion of the investment portfolio of a Fund, at the Adviser's own cost and
expense. Retention of one or more sub-advisers, or the employment or retention
of other persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Adviser under this Agreement and the
Adviser shall be responsible for all acts and omissions of such sub-advisers, or
other persons or entities, in connection with the performance of the Adviser's
duties hereunder.
3. Expenses. The Adviser shall pay all of its expenses arising from the
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performance of its obligations under Section 1 and shall pay any salaries, fees
and expenses of the Corporation's Directors and Officers who are employees of
the Adviser. The Adviser shall not be required to pay any other expenses of the
Fund, including, but not limited to, direct charges relating to the purchase and
sale of portfolio securities, interest charges, fees and expenses of independent
attorneys and auditors, taxes and governmental fees, cost of stock certificates
and any other expenses (including clerical expenses) of issue, sale, repurchase
or redemption of shares, expenses of registering and qualifying shares for sale,
expenses of printing and distributing reports, notices and proxy materials to
shareholders, expenses of data processing and related services, shareholder
recordkeeping and shareholder account service, expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing prospectuses, expenses of annual and special
shareholders meetings, fees and disbursements of transfer agents and custodians,
expenses of disbursing dividends and distributions, fees and expenses of
Directors who are not employees of the Adviser or its affiliates, membership
dues in the Investment Company Institute, insurance premiums and extraordinary
expenses such as litigation expenses.
4. Compensation of the Adviser. (a) As full compensation for the
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services rendered, facilities furnished and expenses paid by the Adviser under
this Agreement, the Corporation agrees
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to pay to the Adviser a fee at the annual rates set forth in Schedule A hereto
with respect to each Fund indicated 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 is applied to each prior days' net
assets in order to calculate the daily accrual). For purposes of calculating the
Adviser's fee with respect to any Fund, the average daily net asset value of a
Fund shall be determined by taking an average of all determinations of such net
asset value during the month. If the Adviser shall serve for less than the whole
of any month the foregoing compensation shall be prorated.
(b) The Adviser agrees that if total expenses of a Fund for any
fiscal year of the Corporation exceed the permissible limits applicable to that
Fund in any state in which shares of that Fund are then qualified for sale, the
compensation due the Adviser for such fiscal year shall be reduced by the amount
of such excess by a reduction or refund thereof at the time such compensation is
payable after the end of each calendar month, subject to readjustment during
such fiscal year. In no event shall the amount of such reduction or refund
exceed the amount of the fee payable to the Adviser with respect to such Fund.
5. Purchase and Sale of Securities; Broker-Dealer Selection. The Adviser
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is responsible for decisions to buy or sell securities and other investments for
each Fund, broker-dealer and futures commission merchants' selection, and
negotiation of brokerage commission and futures commission merchants' rates. As
a general matter, in executing portfolio transactions, the Adviser may employ or
deal with such broker-dealers or futures commission merchants as may, in the
Adviser's best judgment, 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 Adviser 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, and 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. 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 Adviser 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 Adviser'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 Adviser 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 Adviser's overall
responsibilities with respect to such Fund and to the other clients as to which
the Adviser 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
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thereunder, the Adviser may engage its affiliates, or any sub-adviser to the
Corporation and its respective affiliates, as broker-dealers or futures
commission merchants to effect portfolio transactions in securities and other
investments for a Fund.
6. Term of Agreement. This agreement shall continue in full force and
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effect for two years from the date hereof, and shall continue in full force and
effect from year to year thereafter if such continuance is approved in the
manner required by the Act and the Adviser has not notified the Corporation in
writing at least 60 days prior to the anniversary date of the previous
continuance that it does not desire such continuance. With respect to each
Fund, this Agreement may be terminated at any time, without payment of penalty
by the Fund or the Corporation, on 60 days written notice to the Adviser, by
vote of the Directors, or by vote of a majority of the outstanding voting
securities (as defined by the Act) of the Fund, voting separately from any other
series of 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).
The Corporation hereby agrees that if (i) the Adviser ceases to act as
investment manager and adviser to the Corporation and (ii) the continued use of
the Corporation's present name would create confusion in the context of the
Adviser's business, then the Corporation will use its best efforts to change its
name in order to delete the word "SunAmerica" from its name.
7. Liability of the Adviser. In the absence of willful misfeasance, bad
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faith, gross negligence or reckless disregard of obligations or duties
("disabling conduct") hereunder on the part of the Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Adviser) the Adviser shall not be subject
to liability to the Corporation or to any shareholder of the Corporation 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 Corporation shall indemnify the Adviser (and its officers, directors,
partners, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Adviser) (collectively, the "Indemnified
Parties") from any liability arising from the Adviser's conduct under this
Agreement.
Indemnification to the Adviser or any of its personnel or affiliates
shall be made when (i) a final decision on the merits rendered, by a court or
other body before whom the proceeding was brought, that the person to be
indemnified was not liable by reason of disabling conduct or, (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct, by (a) the vote of a majority of a quorum of the Directors
who are neither "interested persons" of the Corporation as defined in section
2(a)(19) of the Act nor parties to the proceeding ("disinterested,
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non-party Directors") or (b) an independent legal counsel in a written opinion.
The Corporation may, by vote of a majority of the disinterested, non-party
Directors advance attorneys' fees or other expenses incurred by an Indemnified
Party in defending a proceeding upon the undertaking by or on behalf of the
Indemnified Party to repay the advance unless it is ultimately determined that
he is entitled to indemnification. Such advance shall be subject to at least one
of the following: (1) the person to be indemnified shall provide a security for
his undertaking, (2) the Corporation shall be insured against losses arising by
reason of any lawful advances, or (3) a majority of a quorum of the
disinterested, non-party Directors or an independent legal counsel in a written
opinion, shall determine, based on a review of readily available facts, that
there is reason to believe that the person to be indemnified ultimately will be
found entitled to indemnification.
8. Non-Exclusivity. Nothing in this Agreement shall limit or restrict
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the right of any director, officer or employee of the Adviser who may also be a
Director, officer or employee of the Corporation to engage in any other business
or devote his or her time and attention in part to the management or other
aspects of any business, whether of a similar or dissimilar nature, nor limit or
restrict the right of the Adviser to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
9. 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.
10. Governing Law. This Agreement shall be construed in accordance with
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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 apply.
11. Separate Series. Pursuant to the provisions of the Declaration, each
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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.
IN WITNESS WHEREOF, the Corporation and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
SUNAMERICA MONEY MARKET FUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:Executive Vice President
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
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SCHEDULE A
FEE RATE
(as a % of average
FUND daily net asset value)
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SunAmerica Money Market Fund .50% to $600MM
.45% next $900MM
.40% over $1.5B