SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of May
30, 2017 by and between SUNAMERICA ASSET
MANAGEMENT, LLC, a Delaware limited liability company
(the "Adviser"), and JANUS CAPITAL MANAGEMENT, LLC,
a Delaware limited liability company (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Series Trust, a
Massachusetts business trust (the "Trust"), have entered into an
Investment Advisory and Management Agreement dated as of
January 1, 1999, as amended from time to time (the "Advisory
Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to
the Trust, and pursuant to which the Adviser may delegate one or
more of its duties to a subadviser pursuant to a written subadvisory
agreement; and
WHEREAS, the Trust 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
beneficial interest, without par value, in separately designated
portfolios representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio(s)
of the Trust listed on Schedule A attached hereto (each, a
"Portfolio," and collectively, the "Portfolio(s)"), and the
Subadviser is willing to furnish such services.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. Duties of the Subadviser. The Adviser hereby
engages the services of the Subadviser in furtherance of the
Advisory Agreement. Pursuant to this Subadvisory Agreement
and subject to the oversight and review of the Adviser, the
Subadviser will manage the investment and reinvestment of the
assets of each Portfolio. The Subadviser will determine, in its
discretion and subject to the oversight and review of the Adviser,
the securities and other investments or instruments to be purchased
or sold, will provide the Adviser with records concerning its
activities which the Adviser or the Trust is required to maintain,
and will render regular reports to the Adviser and to officers and
Trustees of the Trust concerning its discharge of the foregoing
responsibilities. The Subadviser shall discharge the foregoing
responsibilities subject to the control of the officers and the
Trustees of the Trust and in compliance with such policies as the
Trustees of the Trust may from time to time establish, as provided
in writing to the Subadviser from time to time, and in compliance
with (a) the objectives, policies, restrictions and limitations for the
Portfolio(s) as set forth in the Trust's current prospectus and
statement of additional information, as provided by the Adviser to
the Subadviser; and (b) applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that
it will manage the Portfolio(s) at all times (a) in compliance with
all applicable federal and state laws, including securities,
commodities and banking laws, governing its operations and
investments; (b) the provisions of the Act and rules adopted
thereunder; (c) the objectives, policies, restrictions and limitations
for the Portfolio(s) as set forth in the Trust's current prospectus and
statement of additional information (together, the "Registration
Statement") as most recently provided by the Adviser to the
Subadviser; and (d) the policies and procedures as adopted by the
Trustees of the Trust provided in writing to the Subadviser. The
Subadviser further represents and warrants to the Adviser that it
will manage each Portfolio in compliance with Section 851(b)(2)
and (3) of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") and Section 817(h) of Subchapter L of the
Code, solely with respect to the assets of the Portfolio(s) which are
under its management and based on information provided by the
custodian of the Portfolio(s). Furthermore, the Adviser will work
in conjunction with the Subadviser to undertake any corrective
action that may be required as advised by a Portfolio's tax advisor
in a timely manner following quarter end in order to allow the
Subadviser to resolve the issue within the 30-day cure period under
the Code.
The Subadviser further represents and warrants that to the
extent that any statements or omissions made in any Registration
Statement for the shares of the Trust, or any amendment or
supplement thereto, are made in reliance upon and in conformity
with information furnished by the Subadviser in writing expressly
for use therein, such Registration Statement and any amendments
or supplements thereto will, when they become effective, conform
in all material respects to the requirements of the Securities Act of
1933 and the rules and regulations of the Commission thereunder
(the "1933 Act") and the Act and will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading.
The Subadviser agrees: (a) to maintain a level of errors and
omissions or professional liability insurance coverage that, at all
times during the course of this Subadvisory Agreement, is
appropriate given the nature of its business, and (b) from time to
time and upon reasonable request, to supply evidence of such
coverage to the Adviser.
The Subadviser accepts such employment and agrees, at its
own expense, to render the services set forth herein and to provide
the office space, furnishings, equipment and personnel required by
it to perform such services on the terms and for the compensation
provided in this Subadvisory Agreement. The Subadviser shall not
be responsible for the other expenses of a Portfolio, including,
without limitation, fees of a Portfolio's independent public
accountants, transfer agent, custodian and other service providers
who are not employees of the Subadviser; brokerage commissions
and other transaction-related expenses; tax-reporting; taxes levied
against a Portfolio or any of its property; and interest expenses of a
Portfolio.
The Subadviser also represents and warrants that in
furnishing services hereunder, the Subadviser will not consult with
any other subadviser of the Portfolio(s) or other series of the Trust,
to the extent any other subadvisers are engaged by the Adviser, or
any other subadvisers to other investment companies that are under
common control with the Trust, concerning transactions of the
Portfolio(s) in securities or other assets, other than for purposes of
complying with the conditions of paragraphs (a) and (b) of rule
12d3-1 under the Act.
In rendering the services required under this Subadvisory
Agreement, the Subadviser may, consistent with applicable law
and regulations, from time to time, employ, delegate, engage, or
associate with such affiliated or unaffiliated entities or persons as it
believes necessary to assist it in carrying out its obligations under
this Subadvisory Agreement; provided, however, that, in the case
of any such delegation that involves any such entities or persons
serving as an "investment adviser" to the Portfolio(s) within the
meaning of the Act, such delegation must meet the requirements of
Section 15(a) of the Act and related guidance of, or exemptive
orders from, the Securities and Exchange Commission and its staff.
The Subadviser shall remain liable for the performance of the
Subadviser's obligations hereunder and for the acts and omission
of such other persons or entities.
The Subadviser will assist the Portfolios and its agents in
determining whether prices obtained by the applicable Portfolio(s)
and its agents for valuation purposes accurately reflect the prices
on the Subadviser's portfolio records relating to the assets of the
Portfolio for which the Subadviser has responsibility at such times
as the Adviser shall reasonably request; provided, however, that
the parties acknowledge that the Subadviser is not the pricing or
fund accounting agent for the Portfolio(s).
The Adviser acknowledges that the Subadviser and its
delegates do not hold client money and/or custody assets.
The Adviser acknowledges that the Subadviser makes no
representation or warranty, express or implied, that any level of
performance or investment results will be achieved by the
Portfolio(s) or that a Portfolio will perform comparably with any
standard or index, including other clients of the Subadviser,
whether public or private. The Subadviser shall not be deemed to
have breached this Agreement or any investment restrictions or
policies applicable to a Portfolio in connection with fluctuations
arising from market movements and other events outside the
control of the Subadviser.
2. Portfolio Transactions. The Subadviser is
responsible for decisions, and is hereby authorized, to buy or sell
securities and other investments or instruments for the Portfolio(s),
broker-dealers, futures commission merchants' and other
counterparties selection, and negotiation of brokerage commission
and futures commission merchants' rates. As a general matter, in
executing Portfolio transactions, the Subadviser may employ or
deal with such broker-dealers or futures commission merchants as
may, in the Subadviser'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 Subadviser 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, 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 Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this
Subadvisory Agreement or otherwise solely by reason of the
Subadviser's having caused a Portfolio 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 Subadviser 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 Subadviser's
overall responsibilities with respect to such Portfolio and to other
clients as to which the Subadviser 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
thereunder, the Subadviser may engage its affiliates, the Adviser
and its affiliates or any other subadviser to the Trust and its
respective affiliates, as broker-dealers or futures commission
merchants to effect Portfolio transactions in securities and other
investments for a Portfolio. The Subadviser will promptly
communicate to the Adviser and to the officers and the Trustees of
the Trust such information relating to Portfolio transactions as they
may reasonably request. To the extent consistent with applicable
law, the Subadviser may aggregate purchase or sell orders for the
Portfolio(s) with contemporaneous purchase or sell orders of other
clients of the Subadviser or its affiliated persons. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser determines to be
equitable and consistent with its and its affiliates' fiduciary
obligations to the Portfolio and to such other clients. The Adviser
hereby acknowledges that such aggregation of orders may not
result in more favorable pricing or lower brokerage commissions
in all instances.
The Subadviser shall have the express authority to
negotiate, open, continue and terminate brokerage accounts and
other brokerage arrangements with respect to all Portfolio
transactions entered into by the Subadviser on behalf of the
Portfolio(s).
3. Compensation of the Subadviser. The Subadviser
shall not be entitled to receive any payment from the Trust and
shall look solely and exclusively to the Adviser for payment of all
fees for the services rendered, facilities furnished and expenses
paid by it hereunder. As full compensation for the Subadviser
under this Subadvisory Agreement, the Adviser agrees to pay to
the Subadviser a fee at the annual rates set forth in Schedule A
hereto with respect to the assets managed by the Subadviser for
each Portfolio listed 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 applied to each
prior day's net assets in order to calculate the daily accrual). For
purposes of calculating the Subadviser's fee, the average daily net
asset value of a Portfolio shall mean the average daily net assets
for which the Subadviser provides advisory services, and shall be
determined by taking an average of all determinations of such net
asset value during the month. If the Subadviser shall provide its
services under this Subadvisory Agreement for less than the whole
of any month, the foregoing compensation shall be prorated.
4. Reports. The Trust and the Adviser agree to furnish
to the Subadviser current prospectuses, statements of additional
information, proxy statements, reports of shareholders, certified
copies of their financial statements, and such other information
with regard to their affairs and that of the Trust as the Subadviser
may reasonably request.
The Subadviser agrees to furnish to the Adviser and/or the
Chief Compliance Officer of the Trust and/or the Adviser (the
"CCO") with such information, certifications and reports as such
persons may reasonably deem appropriate or may request from the
Subadviser regarding the Subadviser's compliance with applicable
law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the
Federal Securities Laws, as defined in Rule 38a-1 under the Act;
(iii) the Commodity Exchange Act of 1930, as amended; and (iv)
any and all other laws, rules and regulations, whether foreign or
domestic, in each case, applicable at any time to the operations of
the Subadviser with respect to the provision of its services under
this Subadvisory Agreement. The Subadviser shall make its
officers and employees (including its CCO) who are responsible
for the Portfolio available, upon reasonable notice to the
Subadviser, to the Adviser and/or the CCO from time to time to
examine and review the Subadviser's compliance program and
adherence thereto.
5. Status of the Subadviser. The services of the
Subadviser to the Adviser and the Trust are not to be deemed
exclusive, and the Subadviser shall be free to render similar
services to others so long as its services to the Trust are not
impaired thereby. The Subadviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
6. Proxy Voting. The Adviser will vote proxies
relating to the Portfolio's securities. The Adviser will vote all such
proxies in accordance with such proxy voting guidelines and
procedures adopted by the Board of Trustees. The Adviser may,
on certain non-routine matters, consult with the Subadviser before
voting proxies relating to the Portfolio's securities. The Adviser
will instruct the custodian and other parties providing services to
the Trust promptly to forward to the proxy voting service copies of
all proxies and shareholder communications relating to securities
held by each Portfolio (other than materials relating to legal
proceedings).
7. Certain Records. The Subadviser hereby
undertakes and agrees to maintain, in the form and for the period
required by Rule 31a-2 under the Act, all records relating to the
investments of the Portfolio(s) that are required to be maintained
by the Trust pursuant to the requirements of Rule 31a-1 of the Act.
Any records required to be maintained and preserved pursuant to
the provisions of Rule 31a-1 and Rule 31a-2 promulgated under
the Act which are prepared or maintained by the Subadviser on
behalf of the Trust will be provided promptly to the Trust or the
Adviser upon request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it, and related to the
Portfolio(s), as required hereby shall be subject at any time, and
from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the
Trust's auditors, the Trust or any representative of the Trust, the
Adviser, or any governmental agency or other instrumentality
having regulatory authority over the Trust.
8. Reference to the Subadviser. None of the Trust,
the Portfolio(s) or the Adviser or any affiliate or agent thereof shall
make reference to or use the name or logo of the Subadviser or any
of its affiliates in any advertising or promotional materials without
the prior written approval of the Subadviser, prior to first use,
which approval shall not be unreasonably withheld. Additionally,
if substantive changes are made to such materials thereafter, the
Portfolio(s) shall furnish to the Subadviser the updated material for
approval prior to first use, which approval shall not be
unreasonably withheld. Upon the termination of this Subadvisory
Agreement, none of the Trust, the Portfolio(s) or the Adviser or
any affiliate or agent thereof shall make reference to or use the
name or logo of the Subadviser or any of its affiliates in any
advertising or promotional materials. Notwithstanding the above,
for so long as the Subadviser serves as subadviser to the
Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the
name or logo of the Subadviser or any of its affiliates in the
Registration Statement, shareholder reports, and other filings with
the Securities and Exchange Commission, or after the Subadviser
ceases to serve as subadviser, if such usage is for the purpose of
meeting a disclosure obligation under laws, rules, regulations,
statutes and codes, whether state or federal, without the
Subadviser's prior written consent.
9. Liability of the Adviser and the Subadviser.
(a) In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
("disabling conduct") hereunder on the part of the Subadviser (and
its officers, directors/trustees, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with
the Subadviser) the Subadviser shall not be subject to liability to
the Adviser (and its officers, directors/trustees, agents, employees,
controlling persons, shareholders and any other person or entity
affiliated with the Adviser) or to the Trust (and its officers,
directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the
Trust) 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 Subadvisory
Agreement relates. Except for such disabling conduct, the Adviser
shall indemnify the Subadviser (and its officers, directors, partners,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Subadviser) from any and all
losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) arising from Subadviser's
rendering of services under this Subadvisory Agreement.
(b) The Subadviser agrees to indemnify and hold
harmless the Adviser (and its officers, directors/trustees, agents,
employees, controlling persons, shareholders and any other person
or entity affiliated with the Adviser) and/or the Trust (and its
officers, directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the
Trust) against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which
the Adviser and/or the Trust and their affiliates or such
directors/trustees, officers or controlling person may become
subject under the Act, the 1933 Act, under other statutes, common
law or otherwise, which arise from the Subadviser's disabling
conduct, including but not limited to any material failure by the
Subadviser to comply with the provisions and representations and
warranties set forth in Section 1 of this Subadvisory Agreement;
provided, however, that in no case is the Subadviser's indemnity in
favor of any person deemed to protect such other persons against
any liability to which such person would otherwise be subject by
reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its
reckless disregard of obligations and duties under this Subadvisory
Agreement.
(c) If the Adviser, the Trust, or the Subadviser, their
affiliates, or any officer, director, employee, or agent of any of the
foregoing, is entitled to indemnification as stated in (a) or (b)
above ("Indemnified Party") in respect of a claim to be made
against any person obligated to provide indemnification under this
section ("Indemnifying Party"), such Indemnified Party shall
notify the Indemnifying Party in writing as soon as practicable
after receipt of the summons, notice or other first legal process or
notice giving information on the nature of such claim; provided
that the failure to so notify the Indemnifying Party will not relieve
the Indemnifying Party from any liability under this section, except
to the extent that such Indemnifying Party is damaged as a result of
the failure to give such notice. The Indemnifying Party, upon the
request of the Indemnified Party, shall retain counsel reasonably
satisfactory to the Indemnified Party to represent the Indemnified
Party in the proceeding that relates to the indemnifiable claim, and
shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any Indemnified Party
shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such
Indemnified Party unless (1) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of
such counsel, or (2) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying
Party and the Indemnified Party and representation by both parties
by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected
without its written consent, which consent shall not be
unreasonably withheld, but if settled with such consent or if there
be a final judgment for the plaintiff, the Indemnifying Party agrees
to indemnify the Indemnified Party from and against any loss or
liability by reason of such settlement or judgment.
10. Term of the Agreement. This Subadvisory
Agreement shall continue in full force and effect with respect to
each Portfolio until two (2) years from the date hereof, and from
year to year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not parties to this Subadvisory
Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and
(ii) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Portfolio voting separately
from any other series of the Trust.
With respect to a Portfolio, this Subadvisory Agreement
may be terminated at any time, without payment of a penalty by
the Portfolio or the Trust, by vote of a majority of the Trustees, or
by vote of a majority of the outstanding voting securities (as
defined in the Act) of the Portfolio, voting separately from any
other series of the Trust, or by the Adviser, on not less than thirty
(30) nor more than sixty (60) days' written notice to the
Subadviser. With respect to a Portfolio, this Subadvisory
Agreement may be terminated by the Subadviser at any time,
without the payment of any penalty, on ninety (90) days' written
notice to the Adviser and the Trust. The termination of this
Subadvisory Agreement with respect to a Portfolio or the addition
of a Portfolio to Schedule A hereto (in the manner required by the
Act) shall not affect the continued effectiveness of this
Subadvisory Agreement with respect to each other Portfolio
subject hereto. This Subadvisory Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Subadvisory Agreement will terminate in the event
that the Advisory Agreement by and between the Trust and the
Adviser is terminated.
11. Severability. If any provision of this Subadvisory
Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Subadvisory
Agreement shall not be affected thereby.
12. Amendments. This Subadvisory Agreement may
be amended by mutual consent in writing, but the consent of the
Trust must be obtained in conformity with the requirements of the
Act.
13. Governing Law. This Subadvisory Agreement
shall be construed in accordance with 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 control.
14. Legal Matters. The Subadviser will not take any
action or render advice involving legal action on behalf of the
Trust with respect to securities or other investments held in a
Portfolio or the issuers thereof, which become the subject of legal
notices or proceedings, including securities class actions and
bankruptcies.
15. Personal Liability. The Declaration of the Trust
establishing the Trust (the "Declaration"), is on file in the office of
the Secretary of the Commonwealth of Massachusetts, and, in
accordance with that Declaration, no Trustee, shareholder, officer,
employee or agent of the Trust shall be held to any personal
liability, nor shall resort be had to their private property for
satisfaction of any obligation or claim or otherwise in connection
with the affairs of the Trust, but the "Trust Property," as defined in
the Declaration, only shall be liable.
16. Separate Series. Pursuant to the provisions of the
Declaration, each Portfolio is a separate series of the Trust, and all
debts, liabilities, obligations and expenses of a particular Portfolio
shall be enforceable only against the assets of that Portfolio and
not against the assets of any other Portfolio or of the Trust as a
whole.
17. Confidentiality. Neither party will disclose, or use
any records or information obtained pursuant to this Subadvisory
Agreement in any manner whatsoever except as expressly
authorized in this Subadvisory Agreement or as reasonably
required to execute transactions on behalf of the Portfolio(s) or to
advise on the Portfolio(s), and will keep confidential any non-
public information obtained directly as a result of this service
relationship. A receiving party shall disclose such non-public
information only if the other party has authorized such disclosure
by prior written consent, or if such information is or hereafter
otherwise is known by disclosing party or has been disclosed,
directly or indirectly, by the disclosing party to others, becomes
ascertainable from public or published information or trade
sources, or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities, or to the extent
such disclosure is reasonably required by auditors or attorneys of
the disclosing party in connection with the performance of their
professional services or as may otherwise be contemplated by this
Subadvisory Agreement. Notwithstanding the foregoing, the
Subadviser may disclose the total return earned by the Portfolio(s)
and may include such total return in the calculation of composite
performance information.
18. Representations. By execution of this Subadvisory
Agreement, Subadviser represents that it is duly registered as an
investment adviser with the Securities and Exchange Commission
pursuant to the Advisers Act, it is not prohibited by the Act or the
Advisers Act from performing the services contemplated by this
Subadvisory Agreement, has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the Act, and
that it has electronically provided to the Adviser Part 2A of its
registration on Form ADV prior to signing this Subadvisory
Agreement.
The Subadviser makes no representation or warranty,
express or implied, that any level of performance or investment
results will be achieved by a Portfolio (or portion thereof) or that a
Portfolio will perform comparably with any benchmark, standard
or index, including other clients of the Subadviser.
19. Notices. All notices shall be in writing and deemed
properly given when delivered or mailed by United States certified
or registered mail, return receipt requested, postage prepaid,
addressed as follows:
Subadviser:
Janus Capital Management LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Adviser: SunAmerica Asset Management,
LLC
Harborside 5
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
and General Counsel
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused their
respective duly authorized officers to execute this Subadvisory
Agreement as of the date first above written.
SUNAMERICA ASSET
MANAGEMENT, LLC
By:
___________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief
Executive Officer
JANUS CAPITAL
MANAGEMENT, LLC
By:
___________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SVP & Managing
Director
SCHEDULE A
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the Portfolio)
▇▇ ▇▇▇▇▇ Focused Growth Portfolio
0.35% on the first $250 million
0.30% thereafter
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