SUNAMERICA MONEY MARKET FUNDS, INC.
ARTICLES SUPPLEMENTARY
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SUNAMERICA MONEY MARKET FUNDS, INC., a Maryland corporation having its
principal office in Baltimore City, Maryland (which is hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: (a) The Board of Directors of the Corporation has duly divided
and classified one hundred million (100,000,000) unissued shares of the
authorized Common Stock, par value $.0001 per share, of the Corporation as a
series designated the "Municipal Money Market Fund." The Municipal Money Market
Fund shall have four classes of shares, designated Class A, Class B, Class II
and Class I, consisting, until further changed, of twenty-five million
(25,000,000) Class A shares, twenty-five million (25,000,000) Class B shares,
twenty-five million (25,000,000) Class II shares and twenty-five million
(25,000,000) Class I shares.
(b) The preferences, conversion and other rights, voting powers,
restrictions, limitation as to dividends, qualifications, and other terms and
conditions of redemptions of the Class A and Class B shares of the Municipal
Money Market Fund are set forth in the Charter of the Corporation. The
preferences, conversion and other rights, voting powers, restrictions,
limitation as to dividends, qualifications, and other terms and conditions of
redemptions of the Class II and Class I shares of the Municipal Money Market
Fund are set forth below.
SECOND: Except to the extent provided otherwise by the Charter of the
Corporation, the Class II and Class I shares of the Municipal Money Market Fund,
and of any other series of Common Stock of the Corporation (unless otherwise
provided in the articles supplementary or other charter document classifying
represent an equal proportionate interest in the assets belonging to the Series
(subject to the liabilities of the Series) and each share of the Series shall
have identical voting, dividend, liquidation and other rights; provided,
however, that notwithstanding anything in the Charter of the Corporation to the
contrary:
(i) The Class A, Class B, Class II and Class I shares of the Series
may be issued and sold subject to such different sales loads or charges,
whether initial, deferred or contingent, or any combination thereof, as the
Board of Directors may from time to time establish in accordance with the
Investment Company Act of 1940 and the Rules of Fair Practice adopted by
the National Association of Securities Dealers, Inc.;
(ii) Liabilities of the Series which are determined by or under the
supervision of the Board of Directors to be attributable to a particular
class of the Series may be charged to that class and appropriately
reflected in the net asset value of, or dividends payable on, the shares of
that class of the Series;
(iii) Except as otherwise provided in the Charter of the Corporation,
on the eighth anniversary of the first business day of the month following
the month in which Class B shares of the Series were purchased by a holder
thereof, such shares (together with a pro rata portion of any Class B
shares purchased through the reinvestment of dividends or other
distributions paid on all Class B shares held by such holder) shall
automatically convert to Class A shares of the Series on the basis of the
respective net asset value of the Class B shares and the Class A shares of
the Series on the conversion date; provided, however, that conversion of
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the Class B shares represented by stock certificates shall be subject to
tender of such certificates; and provided, further, that any conversion of
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Class B shares shall be subject to the continuing availability of a opinion
of counsel to the effect that (A) the assessment of the expenses referred
to in subparagraph (ii) above with respect to Class B shares does not
result in the Corporation's dividends or distributions constituting
"preferential dividends" under the Internal Revenue Code of 1986, as
amended, and (B) such conversion dos not constitute a taxable event under
federal income law. The Board of Directors, in its sole discretion, may
suspend the conversion of Class B shares if such opinion is no longer
available;
(iv) The Class A, Class B, Class II and Class I shares of the Series
may have such different exchange rights as the Board of Directors shall
provide in compliance with the Investment Company Act of 1940.
THIRD: The foregoing amendments to the Charter of the Corporation do
not increase the authorized capital stock of the Corporation.
FOURTH: The aforesaid shares have been duly classified by the Board of
Directors pursuant to authority and power expressly vested in the Board of
Directors of the Corporation by Article SIXTH of the Charter of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused these present to be
signed in its name and on its behalf by its Vice President and Assistant
Secretary and attested by its Assistant Secretary on this 27th day of September,
2001.
SUNAMERICA MONEY MARKET FUNDS, INC.
By: /s/ Peter E. Pisapia
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Peter E. Pisapia
Vice President and Assistant Secretary
ATTEST: /s/ Julie A. Stamm
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Julie A. Stamm
Assistant Secretary
The undersigned, Vice President and Assistant Secretary of SunAmerica Money
Market Funds, Inc., who executed on behalf of said Corporation the foregoing
Articles Supplementary of which this certificate is made a part, hereby
acknowledges in the name and on behalf of said Corporation and further certifies
that, to the best of his knowledge, information and belief, the matters and
facts set forth therein with respect to the authorization and approval thereof,
are true in all material respects under the penalties of perjury.
/s/ Peter E. Pisapia
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Peter E. Pisapia
Vice President and Assistant Secretary