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EXHIBIT 99.5b
SUBADVISORY AGREEMENT
Between SUNAMERICA ASSET MANAGEMENT CORP.
and
ALLIANCE CAPITAL MANAGEMENT L.P.
It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and ALLIANCE CAPITAL MANAGEMENT
L.P. ("Subadviser") as follows:
1.
DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Alliance Growth Portfolio, the
Growth-Income Portfolio and the Global Equities Portfolio (each, a
"Portfolio," and collectively, the "Portfolios"). Pursuant to this
Sub-Advisory Agreement and subject to the oversight and review of
Adviser, Subadviser will manage the investment and reinvestment of
the assets of the Portfolio. In this regard, Subadviser will
determine in its discretion the securities to be purchased or sold,
will provide Adviser with records concerning its activities which
Adviser or the Trust is required to maintain, and will render
regular reports to Adviser and to officers and Trustees of the
Trust concerning its discharge of the foregoing responsibilities.
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, and in compliance with the objectives,
policies, and limitations for the Portfolios set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations. 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 Agreement.
2.
PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best price and execution. Subject to policies
established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if Subadviser determines in good faith that such amount
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of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to a Portfolio,
other portfolios of the Trust and other clients of Subadviser. The
execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or
otherwise. Subadviser will promptly communicate to Adviser and to
the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.
3.
COMPENSATION OF SUBADVISER. As its compensation hereunder, the
Adviser shall pay to Subadviser promptly after the end of each
month, a fee calculated in accordance with the average daily net
assets of the indicated Portfolio as follows:
Alliance Growth Portfolio:
.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $150 million;
.20% per annum on the next $200 million;
.15% per annum thereafter.
Growth-Income Portfolio:
.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $150 million;
.20% per annum on the next $200 million;
.15% per annum thereafter.
Global Equities Portfolio:
.50% per annum on the first $50 million;
.40% per annum on the next $100 million;
.30% per annum on the next $150 million;
.25% per annum thereafter.
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which Adviser is required to reduce or
refund its advisory and management fee payable by a Portfolio,
Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by the Adviser bear to the
total advisory and management fee paid by such Portfolio. Such
waiver, however, shall not exceed the full amount of the
subadvisory fee for such year except as may be elected by
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Subadviser in its discretion. For this purpose, aggregate expenses
of a Portfolio shall include the compensation of Adviser and all
normal expenses, fees and charges, but shall exclude interest,
taxes, brokerage fees on portfolio transactions, fees and expenses
incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses. In the event
any amounts are so contributed by Subadviser to Adviser, Adviser
agrees to reimburse Subadviser for any expenses waived, provided
that Adviser has been reimbursed by the Trust.
Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of a Portfolio shall be that
determined in the manner and on the dates set forth in the current
prospectus of the Trust and, on days on which the net assets are
not so determined, the net asset computation to be used shall be
as determined on the next day on which the net assets shall have
been determined.
4.
REPORTS. Adviser and Subadviser agree to furnish to each other, if
applicable, 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 each may
reasonably request.
5.
STATUS OF SUBADVISER. The services of Subadviser to Adviser and
the Trust are not to be deemed exclusive, and Subadviser shall be
free to render similar services to others so long as its services
to the Trust are not impaired thereby. 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.
CERTAIN RECORDS. Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2
under the Investment Company Act of 1940, all records relating to
the Portfolios' investments that are required to be maintained by
the Trust pursuant to the requirements of Rule 31a-1 of that Act.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by
Subadviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust or Adviser on request.
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Subadviser agrees that all accounts, books and other records
maintained and preserved by it 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.
7.
REFERENCE TO SUBADVISER. Neither the Trust nor Adviser or any
affiliate or agent thereof shall make reference to or use the name
of Subadviser or any of its affiliates in any advertising or
promotional materials without the prior approval of Subadviser,
which approval shall not be unreasonably withheld. Subadviser
agrees to notify Adviser of any changes in the membership of the
general partners of Subadviser as soon as practicable prior to such
change.
8.
LIABILITY OF SUBADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of Subadviser
(and its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity affiliated
with Subadviser), Subadviser shall not be subject to liability to
the Adviser or to any other person 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 Investment Company Act of 1940
concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services.
9.
DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to a Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of such
Portfolio after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940), of
the Portfolio with respect to such Portfolio, voting separately
from any other series of the Trust, this Agreement shall continue
in full force and effect with respect to such Portfolio 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 Agreement or
interested persons of any such party, cast in person at a meeting
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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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.
This Agreement may be terminated at any time, without the
payment of any penalty by vote of a majority of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of a Portfolio on not less than 30 days nor more than 60
days written notice to Subadviser or by Subadviser at any time
without the payment of any penalty, on 90 days written notice to
Adviser and the Trust; provided, however, that this Agreement may
not be terminated by Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the
Investment Company Act of 1940, or after six months' written
notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
postage prepaid, to the other party at any office of such party.
As used in this Section 11, the terms "assignment,"
"interested persons," and a "vote of a majority of the outstanding
voting securities" shall have the respective meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolio and Adviser referred to in Section
1 is terminated.
10.
SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that nothing contained herein shall be construed to
be binding upon any of the Trustees, officers, or shareholders of
the Trust individually.
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IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement on this 21st
day of September , 1992.
-------------------
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Authorized Officer
ALLIANCE CAPITAL MANAGEMENT L.P.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Authorized Officer
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SUBADVISORY AGREEMENT
BETWEEN SUNAMERICA ASSET MANAGEMENT CORP.
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT,
a separate operating division of
▇▇▇▇▇▇▇, SACHS & CO.
It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT, A SEPARATE OPERATING DIVISION OF ▇▇▇▇▇▇▇, SACHS & CO.
("Subadviser") as follows:
1.
DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Asset Allocation Portfolio and
the Fixed Income Portfolio (each, a "Portfolio," and collectively,
the "Portfolios"). Pursuant to this Sub-Advisory Agreement and
subject to the oversight and review of Adviser, Subadviser will
manage the investment and reinvestment of the assets of the
Portfolios. In this regard, Subadviser will determine in its
discretion the securities to be purchased or sold, will provide
Adviser with records concerning its activities which Adviser or the
Trust is required to maintain, and will render regular reports to
Adviser and to officers and Trustees of the Trust concerning its
discharge of the foregoing responsibilities. 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, and in compliance with the objectives, policies, and
limitations for the Portfolios set forth in the Trust's current
prospectus and statement of additional information, and applicable
laws and regulations. Adviser agrees to inform Subadviser of any
and all requirements of the California Insurance Code and
regulations thereunder that operate to limit or restrict the
investments the Portfolios may otherwise make, and to inform
Subadviser promptly of any changes in such requirements.
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 Agreement.
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2.
PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best price and execution. Subject to policies
established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to a Portfolio,
other portfolios of the Trust and other clients of Subadviser. The
execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or
otherwise. Subadviser will promptly communicate to Adviser and to
the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.
3.
COMPENSATION OF SUBADVISER. As its compensation hereunder, the
Adviser shall pay to Subadviser promptly after the end of each
month, a fee calculated in accordance with the average daily net
assets of the indicated Portfolio as follows:
Asset Allocation Portfolio:
.40% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $100 million;
.20% per annum thereafter.
Fixed Income Portfolio:
.35% per annum on the first $50 million;
.25% per annum on the next $100 million;
.20% per annum on the next $100 million;
.15% per annum thereafter.
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which Adviser is required to reduce or
refund its advisory and management fee payable by a Portfolio,
Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by the Adviser bear to the
total advisory and management fee paid by such Portfolio. Such
waiver, however, shall not exceed the full amount of the
subadvisory fee for such year except as may be elected by
Subadviser in its discretion. For this purpose, aggregate expenses
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of a Portfolio shall include the compensation of Adviser and all
normal expenses, fees and charges, but shall exclude interest,
taxes, brokerage fees on portfolio transactions, fees and expenses
incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses. In the event
any amounts are so contributed by Subadviser to Adviser, Adviser
agrees to reimburse Subadviser for any expenses waived, provided
that Adviser has been reimbursed by the Trust.
Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of a Portfolio shall be that
determined in the manner and on the dates set forth in the current
prospectus of the Trust and, on days on which the net assets are
not so determined, the net asset computation to be used shall be
as determined on the next day on which the net assets shall have
been determined.
4.
REPORTS. Adviser and Subadviser agree to furnish to each other, if
applicable, 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 each may
reasonably request.
5.
STATUS OF SUBADVISER. The services of Subadviser to Adviser and
the Trust are not to be deemed exclusive, and Subadviser shall be
free to render similar services to others so long as its services
to the Trust are not impaired thereby. 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.
CERTAIN RECORDS. Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2
under the Investment Company Act of 1940, all records relating to
the Portfolios' investments that are required to be maintained by
the Trust pursuant to the requirements of Rule 31a-1 of that Act.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by
Subadviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust or Adviser on request.
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Subadviser agrees that all accounts, books and other records
maintained and preserved by it 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.
7.
REFERENCE TO SUBADVISER. Neither the Trust nor Adviser or any
affiliate or agent thereof shall make reference to or use the name
of Subadviser or any of its affiliates in any advertising or
promotional materials without the prior approval of Subadviser,
which approval shall not be unreasonably withheld. Subadviser
agrees to notify Adviser of any changes in the membership of the
general partners of Subadviser as soon as practicable prior to such
change.
8.
LIABILITY OF SUBADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of Subadviser
(and its officers, directors, agents, partners, employees,
controlling persons, shareholders and any other person or entity
affiliated with Subadviser ("associated persons")), Subadviser and
its associated persons shall not be subject to liability to the
Adviser or to any other person for any act or omission in the
course of, or connected with, rendering services hereunder
(including, without limitation, as a result of failure by Adviser,
by any other affiliate of Anchor National Life Insurance Company
("ANLIC"), or by ANLIC, to comply with this Agreement or the
requirements of Section 10506 of the California Insurance Code and
regulations duly adopted pursuant to such Section or, as a result
of any error of judgment or mistake of law or for any loss suffered
by Advisor or any other person in connection with the matters to
which this Agreement relates), except to the extent specified in
Section 36(b) of the Investment Company Act of 1940 concerning loss
resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.
Adviser hereby indemnifies, defends and protects Subadviser
and holds Subadviser and its associated persons harmless from and
against any and all claims, demands, actions, losses, damages,
liabilities, costs, charges, counsel fees and expenses of any
nature ("Losses") arising out of (i) any inaccuracy or omission in
any prospectus, registration statement, annual report or proxy
statement or advertising or promotional material pertaining to the
Portfolio ("Documents") to the extent such Document contains
information not supplied to Adviser by Subadviser for inclusion in
such Document, (ii) any breach of Adviser of any representation or
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agreement contained in this Subadvisory Agreement, (iii) any
failure by Adviser, by any other affiliate of ANLIC, or by ANLIC,
to comply with the requirements of Section 10506 of the California
Insurance Code and regulations duly adopted pursuant to such
Section, and (iv) any action taken or omitted to be taken by
Subadviser pursuant to this Subadvisory Agreement, except to the
extent such Losses result from Subadviser's breach of this
Subadvisory Agreement or Subadviser's disabling conduct.
Subadviser hereby indemnifies, defends and protects Adviser and
holds Adviser harmless from and against any and all Losses arising
out of Subadviser's disabling conduct.
9.
DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to a Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of such
Portfolio after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940), of
the Portfolio with respect to such Portfolio, voting separately
from any other series of the Trust, this Agreement shall continue
in full force and effect with respect to such Portfolio 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 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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.
This Agreement may be terminated at any time, without the
payment of any penalty by vote of a majority of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of a Portfolio on not less than 30 days nor more than 60
days written notice to Subadviser or by Subadviser at any time
without the payment of any penalty, on 90 days written notice to
Adviser and the Trust; provided, however, that this Agreement may
not be terminated by Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the
Investment Company Act of 1940, or after six months' written
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notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
postage prepaid, to the other party at any office of such party.
As used in this Section 11, the terms "assignment,"
"interested persons," and a "vote of a majority of the outstanding
voting securities" shall have the respective meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolios and Adviser referred to in
Section 1 is terminated.
10.
SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that nothing contained herein shall be construed to
be binding upon any of the Trustees, officers, or shareholders of
the Trust individually.
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of September
21, 1992.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Authorized Officer
▇▇▇▇▇▇▇ SACHS ASSET MANAGEMENT,
A SEPARATE OPERATING DIVISION OF
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
By: ▇▇▇▇▇▇▇, SACHS & CO.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Authorized Officer
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SUBADVISORY AGREEMENT
BETWEEN SUNAMERICA ASSET MANAGEMENT CORP.
AND
▇▇▇▇▇▇▇ SACHS ASSET MANAGEMENT INTERNATIONAL,
AN AFFILIATE OF
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and ▇▇▇▇▇▇▇ SACHS ASSET MANAGEMENT
INTERNATIONAL, AN AFFILIATE OF ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. ("Subadviser")
as follows:
1.
DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Global Bond Portfolio (the
"Portfolio"). Pursuant to this Subadvisory Agreement and subject
to the oversight and review of Adviser, Subadviser will manage the
investment and reinvestment of the assets of the Portfolio. In
this regard, Subadviser will determine in its discretion the
securities to be purchased or sold, will provide Adviser with
records concerning its activities which Adviser or the Trust is
required to maintain, and will render regular reports to Adviser
and to officers and Trustees of the Trust concerning its discharge
of the foregoing responsibilities. 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, and
in compliance with the objectives, policies, and limitations for
the Portfolio set forth in the Trust's current prospectus and
statement of additional information, and applicable laws and
regulations. Adviser agrees to inform Subadviser of any and all
requirements of the California Insurance Code and regulations
thereunder that operate to limit or restrict the investments the
Portfolio may otherwise make, and to inform Subadviser promptly of
any changes in such requirements. 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 Agreement.
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2.
PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best price and execution. Subject to policies
established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to the
Portfolio, other portfolios of the Trust and other clients of
Subadviser. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Subadviser will promptly communicate to
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.
3.
COMPENSATION OF SUBADVISER. As its compensation hereunder, the
Adviser shall pay to Subadviser promptly after the end of each
month, a fee calculated in accordance with the average daily net
assets of the Portfolio as follows:
.40% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $100 million;
.20% per annum thereafter.
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of the Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which Adviser is required to reduce or
refund its advisory and management fee payable by the Portfolio,
Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by the Adviser bear to the
total advisory and management fee paid by the Portfolio. Such
waiver, however, shall not exceed the full amount of the
subadvisory fee for such year except as may be elected by
Subadviser in its discretion. For this purpose, aggregate expenses
of the Portfolio shall include the compensation of Adviser and all
normal expenses, fees and charges, but shall exclude interest,
taxes, brokerage fees on portfolio transactions, fees and expenses
incurred in connection with the distribution of Trust shares, and
extraordinary expenses including litigation expenses. In the event
any amounts are so contributed by Subadviser to Adviser, Adviser
Page 2
15
agrees to reimburse Subadviser for any expenses waived, provided
that Adviser has been reimbursed by the Trust.
Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of the Portfolio shall be
that determined in the manner and on the dates set forth in the
current prospectus of the Trust and, on days on which the net
assets are not so determined, the net asset computation to be used
shall be as determined on the next day on which the net assets
shall have been determined.
4.
REPORTS. Adviser and Subadviser agree to furnish to each other, if
applicable, 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 each may
reasonably request.
5.
STATUS OF SUBADVISER. The services of Subadviser to Adviser and
the Trust are not to be deemed exclusive, and Subadviser shall be
free to render similar services to others so long as its services
to the Trust are not impaired thereby. 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.
CERTAIN RECORDS. Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2
under the Investment Company Act of 1940, all records relating to
the Portfolio's investments that are required to be maintained by
the Trust pursuant to the requirements of Rule 31a-1 of that Act.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by
Subadviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust or Adviser on request.
Subadviser agrees that all accounts, books and other records
maintained and preserved by it 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.
Page 3
16
7.
REFERENCE TO SUBADVISER. Neither the Trust nor Adviser or any
affiliate or agent thereof shall make reference to or use the name
of Subadviser or any of its affiliates in any advertising or
promotional materials without the prior approval of Subadviser,
which approval shall not be unreasonably withheld.
8.
LIABILITY OF SUBADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties ("disabling conduct") hereunder on the part of Subadviser
(and its officers, directors, agents, partners, employees,
controlling persons, shareholders and any other person or entity
affiliated with Subadviser ("associated persons")), Subadviser and
its associated persons shall not be subject to liability to the
Adviser or to any other person for any act or omission in the
course of, or connected with, rendering services hereunder
(including, without limitation, as a result of failure by Adviser,
by any other affiliate of Anchor National Life Insurance Company
("ANLIC"), or by ANLIC, to comply with this Agreement or the
requirements of Section 10506 of the California Insurance Code and
regulations duly adopted pursuant to such Section or, as a result
of any error of judgment or mistake of law or for any loss suffered
by Advisor or any other person in connection with the matters to
which this Agreement relates), except to the extent specified in
Section 36(b) of the Investment Company Act of 1940 concerning loss
resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.
Adviser hereby indemnifies, defends and protects Subadviser
and holds Subadviser and its associated persons harmless from and
against any and all claims, demands, actions, losses, damages,
liabilities, costs, charges, counsel fees and expenses of any
nature ("Losses") arising out of (i) any inaccuracy or omission in
any prospectus, registration statement, annual report or proxy
statement or advertising or promotional material pertaining to the
Portfolio ("Documents") to the extent such Document contains
information not supplied to Adviser by Subadviser for inclusion in
such Document, (ii) any breach of Adviser of any representation or
agreement contained in this Subadvisory Agreement, (iii) any
failure by Adviser, by any other affiliate of ANLIC, or by ANLIC,
to comply with the requirements of Section 10506 of the California
Insurance Code and regulations duly adopted pursuant to such
Section, and (iv) any action taken or omitted to be taken by
Subadviser pursuant to this Subadvisory Agreement, except to the
extent such Losses result from Subadviser's breach of this
Subadvisory Agreement or Subadviser's disabling conduct.
Subadviser hereby indemnifies, defends and protects Adviser and
holds Adviser harmless from and against any and all Losses arising
out of Subadviser's disabling conduct.
Page 4
17
9.
DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to the Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of the
Portfolio after the date hereof. If approved at such meeting by
the affirmative vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940), of
the Portfolio with respect to the Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio 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 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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent
permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.
This Agreement may be terminated at any time, without the
payment of any penalty by vote of a majority of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of the Portfolio on not less than 30 days nor more than
60 days written notice to Subadviser or by Subadviser at any time
without the payment of any penalty, on 90 days written notice to
Adviser and the Trust; provided, however, that this Agreement may
not be terminated by Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the
Investment Company Act of 1940, or after six months' written
notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the
Investment Company Act of 1940). Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
postage prepaid, to the other party at any office of such party.
As used in this Section 11, the terms "assignment,"
"interested persons," and a "vote of a majority of the outstanding
voting securities" shall have the respective meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
Page 5
18
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolio and Adviser referred to in Section
1 is terminated.
10.
SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that nothing contained herein shall be construed to
be binding upon any of the Trustees, officers, or shareholders of
the Trust individually.
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of September
21, 1992.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
Authorized Officer
▇▇▇▇▇▇▇ SACHS ASSET MANAGEMENT
INTERNATIONAL, an affiliate of
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
Authorized Officer
Page 6
19
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of October 28,
1994 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT
INC., a Delaware corporation (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 September
16, 1992, (the "Advisory Agreement") pursuant to which the Adviser
has agreed to provide investment management, advisory and
administrative services to the Trust; 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 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; and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed in Schedule A hereto (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 its Investment
Advisory and Management 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 listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities 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
20
time to time establish, and in compliance with the objectives,
policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations.
The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws; (2) so as not to jeopardize either the
treatment of the Polaris variable annuity contracts issued by
Variable Separate Account (File No. 33-47473; hereinafter
"Contracts") as annuity contracts for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), or the eligibility
of the Contracts to qualify for sale to the public in any state
where they may otherwise be sold; and (3) to minimize any taxes
and/or penalties payable by the Trust or such Portfolio. Without
limitation, the Subadviser represents and warrants the Portfolios'
(1) qualification, election and maintenance of such election by
each Portfolio to be treated as a "regulated investment company"
under subchapter M, chapter 1 of the Code, and (2) compliance with
(a) the provisions of the Act and rules adopted thereunder; (b) the
diversification requirements specified in the Internal Revenue
Service's regulations under Section 817(h) of the Code; (c)
applicable state insurance laws; (d) applicable federal and state
securities, commodities and banking laws; and (e) the distribution
requirements necessary to avoid payment of any excise tax pursuant
to Section 4982 of the Code. The Subadviser further represents and
warrants that to the extent that any statements or omissions made
in any Registration Statement for the Contracts or shares of the
Trust, or any amendment or supplement thereto, are made in reliance
upon and in conformity with information furnished by the Subadviser
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 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 Agreement.
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
-2-
21
factors, including price (including the applicable brokerage
commission or dealer spread), 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 or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and 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 Subadviser 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
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. 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.
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
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to 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
days' 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 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 Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.
4. Reports. The Adviser and the Subadviser agree to furnish
to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders,
certified copies of their financial statements, and such other
-3-
22
information with regard to their affairs and that of the Trust as
each may reasonably request.
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. 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 that 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 are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it 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.
7. Reference to the Subadviser. Neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.
8. Indemnification. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Subadviser or
its affiliates or such directors, officers or controlling person
may become subject under the 1933 Act, under any other statute, at
common law or otherwise, which may be based upon any wrongful act
or breach of this Agreement by the Adviser; provided, however, that
in no case is the Adviser's indemnity in favor of any person deemed
to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad
-4-
23
faith, or gross negligence in the performance of his, her or its
duties or by reasons of his, her or its reckless disregard of
obligations and duties under this Agreement.
The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers
and each person, if any, who controls the Adviser within the
meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including legal and
other expenses), to which the Adviser or its affiliates or such
directors, officers or controlling person may become subject under
the 1933 Act, under other statutes, at common law or otherwise,
which may be based upon (i) any wrongful act or breach of this
Agreement by the Subadviser, or (ii) any failure by the Subadviser
to comply with the representations and warranties set forth in
Section 1 of this 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 obligation and
duties under this Agreement.
9. Term of the Agreement. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
earlier of (a) two years from the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio 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 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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.
With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of penalty by the Portfolio
-5-
24
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 30 nor more than 60
days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at
any time, without the payment of any penalty, on 90 days' written
notice to the Adviser and the Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another
subadvisory agreement has been approved by the Trust in accordance
with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any
Portfolio or the addition of any Portfolio 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
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.
10. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.
12. Governing Law. This 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.
13. 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" only shall be liable.
14. Separate Series. Pursuant to the provisions of the
Declaration, each portfolio is a separate series of the Trust, and
-6-
25
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.
15. 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: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Adviser: SunAmerica Asset Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
General Counsel
with a copy to:SunAmerica Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Associate
General Counsel and
Secretary
-7-
26
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Executive Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary and General Counsel
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27
SCHEDULE A
FEE
(as a percentage of
average daily net assets
SUBADVISER PORTFOLIO(S) of the Portfolio)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ International .65% - first $350MM
Asset Management Diversified Equities .60% - next $400MM
Inc.
Worldwide High .65% - first $350MM
Income .60% - over $350MM
28
SUBADVISORY AGREEMENT
Between SUNAMERICA ASSET MANAGEMENT CORP.
and
PHOENIX INVESTMENT COUNSEL, INC.
It is hereby agreed by and between SUNAMERICA ASSET
MANAGEMENT CORP. (the "Adviser") and PHOENIX INVESTMENT COUNSEL,
INC. ("Subadviser") as follows:
1.
DUTIES OF SUBADVISER. Adviser hereby engages the services of
Subadviser in furtherance of its Investment Advisory and Management
Agreement with SunAmerica Series Trust (the "Trust") dated as of
September 16, 1992, on behalf of the Growth/Phoenix Inv Cnsl
Portfolio (the "Portfolio"). Pursuant to this Subadvisory
Agreement and subject to the oversight and review of Adviser,
Subadviser will manage the investment and reinvestment of the
assets of the Portfolio. In this regard, Subadviser will determine
in its discretion the securities to be purchased or sold, will
provide Adviser with records concerning its activities which
Adviser or the Trust is required to maintain, and will render
regular reports to Adviser and to officers and Trustees of the
Trust concerning its discharge of the foregoing responsibilities.
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, and in compliance with the objectives,
policies, and limitations for the Portfolio set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations. Adviser shall provide
Subadviser with a copy of any such policy, prospectus or statement
of additional information and Subadviser shall be entitled to rely
on the documentation provided by Adviser. 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 Agreement.
2.
PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best price and execution. Subject to policies
established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
29
available, if Subadviser determines in good faith that such amount
of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or
Subadviser's overall responsibilities with respect to the
Portfolio, other Portfolios of the Trust and other clients of
Subadviser. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Subadviser will promptly communicate to
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.
3.
COMPENSATION OF SUBADVISER. As its compensation hereunder, the
Adviser shall pay to Subadviser promptly after the end of each
month, a fee calculated in accordance with the average daily net
assets of the Portfolio as follows:
.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $150 million;
.20% per annum on the next $200 million;
.15% per annum thereafter.
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which Adviser is required to reduce or
refund its advisory and management fee payable by the Portfolio,
Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by Adviser bear to the total
advisory and management fee paid by the Portfolio. Such waiver,
however, shall not exceed the full amount of the subadvisory fee
for such year except as may be elected by Subadviser in its
discretion. For this purpose, aggregate expenses of a Portfolio
shall include the compensation of Adviser and all normal expenses,
fees and charges, but shall exclude interest, taxes, brokerage fees
on portfolio transactions, fees and expenses incurred in connection
with the distribution of Trust shares, and extraordinary expenses
including litigation expenses. In the event any amounts are so
contributed by Subadviser to Adviser, Adviser agrees to reimburse
Subadviser for any expenses waived, provided that Adviser has been
reimbursed by the Trust.
Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of
accruing compensation, the net assets of the Portfolio shall be
that determined in the manner and on the dates set forth in the
current prospectus of the Trust and, on days on which the net
Page 2
30
assets are not so determined, the net asset computation to be used
shall be as determined on the next day on which the net assets
shall have been determined.
4.
REPORTS. The Adviser and Subadviser agree to furnish to each
other, if applicable, 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
each may reasonably request.
5.
STATUS OF SUBADVISER. The services of Subadviser to Adviser and
the Trust are not to be deemed exclusive, and Subadviser shall be
free to render similar services to others so long as its services
to the Trust are not impaired thereby. 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.
CERTAIN RECORDS. Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2
under the Investment Company Act of 1940, all records relating to
the Portfolios' investments that are required to be maintained by
the Trust pursuant to the requirements of Rule 31a-1 of that Act.
Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by
Subadviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust or Adviser on request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it 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.
7.
REFERENCE TO SUBADVISER. Neither the Trust nor Adviser or any
affiliate or agent thereof shall make reference to or use the name
of Subadviser or any of its affiliates in any advertising or
promotional materials without the prior approval of Subadviser,
which approval shall not be unreasonably withheld.
Page 3
31
8.
LIABILITY OF SUBADVISER. The Subadviser will not be liable for any
loss suffered by the Fund in connection with any investment policy
established by the Fund for the purchase, sale or redemption of any
securities at the direction of the Board of Directors of the Trust
or the Adviser. Nothing herein contained shall be construed to
protect the Subadviser against any liability resulting from the
willful misfeasance, bad faith or negligence of the Subadviser in
the performance of its duties or from reckless disregard of its
obligations and duties under this Subadvisory Agreement or by
virtue of violation of any applicable law.
9.
DURATION AND TERMINATION. This Agreement shall continue in full
force and effect with respect to the Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the
Trustees, or (b) the first meeting of the shareholders of the
Portfolio of the Trust after the date hereof. If approved at such
meeting by the affirmative vote of a majority of the outstanding
voting securities (as defined in the Investment Company Act of
1940), of the Portfolio with respect to such Portfolio, voting
separately from any other series of the Trust, this Agreement shall
continue in full force and effect with respect to such Portfolio
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
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, provided, however, that if the
shareholders fail to approve the Agreement as provided herein,
Subadviser may continue to serve hereunder in the manner and to the
extent permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.
This Agreement may be terminated at any time, without the
payment of any penalty by vote of a majority of the Trustees of the
Trust or by a vote of a majority of the outstanding voting
securities of the Portfolio or by the Adviser on not less than 30
days nor more than 60 days written notice to Subadviser or by
Subadviser at any time without the payment of any penalty, on 90
days written notice to Adviser and the Trust. This Agreement shall
automatically terminate in the event of its assignment (as defined
in the Investment Company Act of 1940). Any notice under this
Agreement shall be given in writing, addressed and delivered, or
Page 4
32
mailed postage prepaid, to the other party at any office of such
party.
As used in this Section 11, the terms "assignment,"
"interested persons," and a "vote of a majority of the outstanding
voting securities" shall have the respective meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of the Portfolio and the Adviser referred to in
Section 1 is terminated.
10.
SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file
with the Secretary of the Commonwealth of Massachusetts, and notice
is hereby given that nothing contained herein shall be construed to
be binding upon any of the Trustees, officers, or shareholders of
the Trust individually.
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the 21st
day of September, 1992.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Authorized Officer
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
Authorized Officer
Page 5
33
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of October 28,
1994 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and PHOENIX INVESTMENT COUNSEL, INC.,
a Massachusetts corporation (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 September
16, 1992, (the "Advisory Agreement") pursuant to which the Adviser
has agreed to provide investment management, advisory and
administrative services to the Trust; 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 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; and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed in Schedule A hereto (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 its Investment
Advisory and Management 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 listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities 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 pursuant to the
Reporting Calendar attached hereto, as the same may be amended from
time to time. The Subadviser shall discharge the foregoing
responsibilities subject to the control of the officers and the
34
Trustees of the Trust and in compliance with such policies as the
Trustees of the Trust may from time to time establish, and in
compliance with the objectives, policies, and limitations for the
Portfolio(s) set forth in the Trust's current prospectus and
statement of additional information, and applicable laws and
regulations. The Adviser shall inform the Subadviser of any
requirements of the California Insurance Code (or other applicable
insurance Code, if any) and any regulations thereunder that operate
to limit or restrict the investments the Portfolio(s) may otherwise
make, and to inform the Subadviser promptly of any changes in such
requirements.
The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws governing its operations and investments;
(2) so as not to jeopardize either the treatment of the Polaris
variable annuity contracts issued by Variable Separate Account
(File No. 33-47473; hereinafter "Contracts") as annuity contracts
for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), or the eligibility of the Contracts to qualify for sale to
the public in any state in which the Adviser has informed the
Subadviser that it intends to sell the Contracts; and (3) to
minimize any taxes and/or penalties payable by the Trust or such
Portfolio. Without limiting the foregoing, the Subadviser
represents and warrants (1) qualification, election and maintenance
of such election by each Portfolio to be treated as a "regulated
investment company" under subchapter M, chapter 1 of the Code, and
(2) compliance with (a) the provisions of the Act and rules adopted
thereunder; (b) the diversification requirements specified in the
Internal Revenue Service's regulations under Section 817(h) of the
Code; (c) applicable state insurance laws; (d) applicable federal
and state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise
tax pursuant to Section 4982 of the Code. The Subadviser further
represents and warrants that to the extent that any statements or
omissions made in any Registration Statement for the Contracts or
shares of the Trust, or any amendment or supplement thereto, are
made in reliance upon and in conformity with information furnished
by the Subadviser 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 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 Agreement.
35
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
factors, including price (including the applicable brokerage
commission or dealer spread), 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 or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and 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 Subadviser 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
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. 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.
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
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to 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
days' 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 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 Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.
-3-
36
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which the Adviser is required to
reduce or refund its advisory and management fee payable by the
Portfolio, the Subadviser agrees to waive such portion of its
subadvisory fee in the same proportion as the fees waived by the
Adviser bear to the total advisory and management fee paid by the
Portfolio. Such waiver, however, shall not exceed the full amount
of the subadvisory fee for such year except as may be elected by
the Subadviser in its discretion. For this purpose, aggregate
expenses of a Portfolio shall include the compensation of the
Adviser and all normal expenses, fees and charges, but shall
exclude interest, taxes, brokerage fees on portfolio transactions,
fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation
expenses. In the event any amounts are so contributed by the
Subadviser to the Adviser, the Adviser agrees to reimburse the
Subadviser for any expenses waived, provided that the Adviser has
been reimbursed by the Trust.
4. Reports. The Adviser and the Subadviser agree to furnish
to each other, if applicable, 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
each may reasonably request.
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. 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 that 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 are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be
-4-
37
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.
7. Reference to the Subadviser. Neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.
In the event that this Agreement is terminated, the Trust shall
promptly amend its Registration Statement and other relevant
documents containing the name of the Subadviser, if any, to delete
reference to the Subadviser, except as may be required by law.
8. Indemnification. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which the
Subadviser or its affiliates or such directors, officers or
controlling person may become subject under the 1933 Act, under any
other statute, at common law or otherwise, which may be based upon
any wrongful act or breach of this Agreement by the Adviser;
provided, however, that in no case is the Adviser's indemnity in
favor of any person deemed to protect such person against any
liability to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reasons of his, her or
its reckless disregard of obligations and duties under this
Agreement.
The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers
and each person, if any, who controls the Adviser within the
meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including reasonable
legal and other expenses), to which the Adviser or its affiliates
or such directors, officers or controlling person may become
subject under the 1933 Act, under other statutes, at common law or
otherwise, which may be based upon (i) any wrongful act or breach
of this Agreement by the Subadviser, or (ii) any failure by the
Subadviser to comply with the representations and warranties set
forth in Section 1 of this Agreement; provided, however, that in no
case is the Subadviser's indemnity in favor of any person deemed to
protect such person 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
-5-
38
duties or by reason of his, her or its reckless disregard of
obligation and duties under this Agreement.
9. Term of the Agreement. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
earlier of (a) two years form the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio 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 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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.
With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of 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 30 nor more than 60
days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at
any time, without the payment of any penalty, on 90 days' written
notice to the Adviser and the Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another
subadvisory agreement has been approved by the Trust in accordance
with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any
Portfolio or the addition of any Portfolio 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
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
-6-
39
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.
10. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.
12. Governing Law. This 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.
13. 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" only shall be liable.
14. 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.
15. 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:
-7-
40
Subadviser: Phoenix Investment Counsel, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Adviser: SunAmerica Asset Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
General Counsel
with a copy to: SunAmerica Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Associate
General Counsel and
Secretary
-8-
41
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
PHOENIX INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
-9-
42
SCHEDULE A
FEE
(AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
SUBADVISER PORTFOLIO(S) OF THE PORTFOLIO)
Phoenix Investment Balanced-Phoenix .35% - first $50MM
Counsel, Inc. Investment Counsel .30% - next $100MM
.25% - next $150MM
.20% - next $200MM
.15% - over $400MM
43
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of February 15,
1995 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and PROVIDENT INVESTMENT COUNSEL,
INC., a Delaware corporation (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 September
16, 1992, (the "Advisory Agreement") pursuant to which the Adviser
has agreed to provide investment management, advisory and
administrative services to the Trust; 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 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; and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed in Schedule A hereto (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 its Investment
Advisory and Management 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 listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities 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
44
establish, and in compliance with the objectives,
policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations.
The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws; (2) so as not to jeopardize either the
treatment of the Polaris variable annuity contracts issued by
Variable Separate Account (File No. 33-47473; hereinafter
"Contracts") as annuity contracts for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), or the eligibility
of the Contracts to qualify for sale to the public in any state
where they may otherwise be sold; and (3) to minimize any taxes
and/or penalties payable by the Trust or such Portfolio. Without
limitation, the Subadviser represents and warrants the Portfolios'
(1) qualification, election and maintenance of such election by
each Portfolio to be treated as a "regulated investment company"
under subchapter M, chapter 1 of the Code, and (2) compliance with
(a) the provisions of the Act and rules adopted thereunder; (b) the
diversification requirements specified in the Internal Revenue
Service's regulations under Section 817(h) of the Code; (c)
applicable state insurance laws; (d) applicable federal and state
securities, commodities and banking laws; and (e) the distribution
requirements necessary to avoid payment of any excise tax pursuant
to Section 4982 of the Code. The Subadviser further represents and
warrants that to the extent that any statements or omissions made
in any Registration Statement for the Contracts or shares of the
Trust, or any amendment or supplement thereto, are made in reliance
upon and in conformity with information furnished by the Subadviser
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 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 Agreement.
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45
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
factors, including price (including the applicable brokerage
commission or dealer spread), 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 or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and 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 Subadviser 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
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. 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.
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
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to 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
days' 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 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 Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.
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46
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the specified
expense limitation ratios for that year (calculated on a daily
basis), as a result of which the Adviser is required to reduce or refund
its advisory and management fee payable by the Portfolio, the Subadviser
agrees to waive such portion of its subadvisory fee in the same proportion
as the fees waived by the Adviser bear to the total advisory and management
fee paid by the Portfolio. Such waiver, however, shall not exceed the
full amount of the subadvisory fee for such year except as may be elected
by the subadvisory fee for such year except as may be elected by the
Subadviser in its discretion. For this purpose, aggregate expenses of a
Portfolio shall include the compensation of the Adviser and all normal
expenses, fees and charges, but shall exclude interest, taxes, brokerage
fees on portfolio transactions, fees and expenses incurred in connection
with the distribution of Trust shares, and extraordinary expenses including
litigation expenses. In the event any amounts are so contributed by the
Subadviser to the Adviser, the Adviser agrees to reimburse the Subadviser
for any expenses waived, provided that the Adviser has been reimbursed by
the Trust.
4. Reports. The Adviser and the Subadviser agree to furnish
to each other, if applicable, 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
each may reasonably request.
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. 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 that 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 are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be
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47
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.
7. Reference to the Subadviser. Neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.
8. Indemnification. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Subadviser or
its affiliates or such directors, officers or controlling person
may become subject under the 1933 Act, under any other statute, at
common law or otherwise, which may be based upon any wrongful act
or breach of this Agreement by the Adviser; provided, however, that
in no case is the Adviser's indemnity in favor of any person deemed
to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its
duties or by reasons of his, her or its reckless disregard of
obligations and duties under this Agreement.
The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers
and each person, if any, who controls the Adviser within the
meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including legal and
other expenses), to which the Adviser or its affiliates or such
directors, officers or controlling person may become subject under
the 1933 Act, under other statutes, at common law or otherwise,
which may be based upon (i) any wrongful act or breach of this
Agreement by the Subadviser, or (ii) any failure by the Subadviser
to comply with the representations and warranties set forth in
Section 1 of this 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 obligation and
duties under this Agreement.
9. Term of the Agreement. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
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48
earlier of (a) two years from the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio 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 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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.
With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of 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 30 nor more than 60
days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at
any time, without the payment of any penalty, on 90 days' written
notice to the Adviser and the Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another
subadvisory agreement has been approved by the Trust in accordance
with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any
Portfolio or the addition of any Portfolio 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
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.
10. Severability. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
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49
otherwise, the remainder of this Agreement shall not be affected
thereby.
11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.
12. Governing Law. This 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.
13. 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" only shall be liable.
14. 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.
15. 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: Provident Investment Counsel
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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50
Adviser: SunAmerica Asset Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
General Counsel
with a copy to: SunAmerica Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Associate
General Counsel and
Secretary
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51
IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President and
General Counsel
PROVIDENT INVESTMENT COUNSEL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
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52
SCHEDULE A
FEE
(as a percentage of
average daily net assets
SUBADVISER PORTFOLIO(S) of the Portfolio)
Provident Provident Growth .50% - first $50MM
Investment Counsel .45% - next $100MM
Inc. .35% - next $100MM
.30% - next $100MM
.25% - over $350MM
53
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of September 16,
1994 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and SELECTED/VENTURE ADVISERS L.P., a
Colorado limited partnership (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 September
16, 1992, (the "Advisory Agreement") pursuant to which the Adviser
has agreed to provide investment management, advisory and
administrative services to the Trust; 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 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; and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed in Schedule A hereto (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 its Investment
Advisory and Management 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 listed. The Subadviser will determine in
its discretion and subject to the oversight and review of the
Adviser, the securities 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
54
time to time establish, and in compliance with the objectives,
policies, and limitations for the Portfolio(s) set forth in the
Trust's current prospectus and statement of additional information,
and applicable laws and regulations. The Adviser shall inform the
Subadviser of any requirements of the California Insurance Code (or
other applicable insurance Code, if any) and any regulations
thereunder that operate to limit or restrict the investments the
Portfolio(s) may otherwise make, and to inform the Subadviser
promptly of any changes in such requirements.
The Subadviser represents and warrants to the Adviser
that each of the Portfolios set forth in Schedule A will at all
times be operated and managed (1) in compliance with all applicable
federal and state laws governing its operations and investments;
(2) so as not to jeopardize either the treatment of the Polaris
variable annuity contracts issued by Variable Separate Account
(File No. 33-47473; hereinafter "Contracts") as annuity contracts
for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), or the eligibility of the Contracts to qualify for sale to
the public in any state where they may otherwise be sold; and (3)
to minimize any taxes and/or penalties payable by the Trust or such
Portfolio. Without limiting the foregoing, the Subadviser
represents and warrants (1) qualification, election and maintenance
of such election by each Portfolio to be treated as a "regulated
investment company" under subchapter M, chapter 1 of the Code, and
(2) compliance with (a) the provisions of the Act and rules adopted
thereunder; (b) the diversification requirements specified in the
Internal Revenue Service's regulations under Section 817(h) of the
Code; (c) applicable state insurance laws; (d) applicable federal
and state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise
tax pursuant to Section 4982 of the Code. The Subadviser further
represents and warrants that to the extent that any statements or
omissions made in any Registration Statement for the Contracts or
shares of the Trust, or any amendment or supplement thereto, are
made in reliance upon and in conformity with information furnished
by the Subadviser 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 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 Agreement.
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55
2. PORTFOLIO TRANSACTIONS. The Subadviser is authorized to
select the brokers or dealers that will execute the purchases and
sales of portfolio securities and is directed to use its best
efforts to obtain the best price and execution. In selecting such
broker or dealers, the Subadviser shall consider all relevant
factors, including price (including the applicable brokerage
commission or dealer spread), 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 or dealer involved, the quality of the service, the
difficulty of execution, the execution capabilities and operations
facilities of the firm involved, and 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 Subadviser 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
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. 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.
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
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to 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
days' 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 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 Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.
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56
To the extent required by the laws of any state in which
the Trust is subject to an expense guarantee limitation, if the
aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a
daily basis), as a result of which the Adviser is required to
reduce or refund its advisory and management fee payable by the
Portfolio, the Subadviser agrees to waive such portion of its
subadvisory fee in the same proportion as the fees waived by the
Adviser bear to the total advisory and management fee paid by the
Portfolio. Such waiver, however, shall not exceed the full amount
of the subadvisory fee for such year except as may be elected by
the Subadviser in its discretion. For this purpose, aggregate
expenses of a Portfolio shall include the compensation of the
Adviser and all normal expenses, fees and charges, but shall
exclude interest, taxes, brokerage fees on portfolio transactions,
fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation
expenses. In the event any amounts are so contributed by the
Subadviser to the Adviser, the Adviser agrees to reimburse the
Subadviser for any expenses waived, provided that the Adviser has
been reimbursed by the Trust.
4. REPORTS. The Adviser and the Subadviser agree to furnish
to each other, if applicable, 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
each may reasonably request.
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.
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6. 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 that 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 are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it 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.
7. REFERENCE TO THE SUBADVISER. Neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.
8. INDEMNIFICATION. The Adviser agrees to indemnify and
hold harmless the Subadviser and its affiliates and each of its
directors and officers and each person, if any, who controls the
Subadviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Subadviser or
its affiliates or such directors, officers or controlling person
may become subject under the 1933 Act, under any other statute, at
common law or otherwise, which may be based upon any wrongful act
or breach of this Agreement by the Adviser; provided, however, that
in no case is the Adviser's indemnity in favor of any person deemed
to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its
duties or by reasons of his, her or its reckless disregard of
obligations and duties under this Agreement.
The Subadviser agrees to indemnify and hold harmless the
Adviser and its affiliates and each of its directors and officers
and each person, if any, who controls the Adviser within the
meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including legal and
other expenses), to which the Adviser or its affiliates or such
directors, officers or controlling person may become subject under
the 1933 Act, under other statutes, at common law or otherwise,
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which may be based upon (i) any wrongful act or breach of this
Agreement by the Subadviser, or (ii) any failure by the Subadviser
to comply with the representations and warranties set forth in
Section 1 of this 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 obligation and
duties under this Agreement.
9. TERM OF THE AGREEMENT. This Agreement shall continue in
full force and effect with respect to each Portfolio until the
earlier of (a) two years from the date this Agreement is approved
by the Trustees, or (b) the first meeting of the shareholders of
the Portfolio of the Trust after the date hereof. If approved at
such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined in the Act), of the
Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in
full force and effect with respect to such Portfolio 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 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, provided, however, that if the shareholders
fail to approve the Agreement as provided herein, the Subadviser
may continue to serve hereunder in the manner and to the extent
permitted by the Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the Act and the rules and regulations thereunder.
With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of 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 30 nor more than 60
days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at
any time, without the payment of any penalty, on 90 days' written
notice to the Adviser and the Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another
subadvisory agreement has been approved by the Trust in accordance
with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any
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Portfolio or the addition of any Portfolio 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
Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.
10. SEVERABILITY. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
11. AMENDMENTS. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity the requirements of the Act.
12. GOVERNING LAW. This 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.
13. 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" only shall be liable.
14. 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.
15. 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:
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Subadviser: Selected/Venture Advisers L.P.
The Venture Building
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
Adviser: SunAmerica Asset Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and
General Counsel
with a copy to: SunAmerica Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Associate
General Counsel and
Secretary
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IN WITNESS WHEREOF, the parties have caused their respective
duly authorized officers to execute this Agreement as of the date
first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
SELECTED/VENTURE ADVISERS L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
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SCHEDULE A
FEE
(AS A PERCENTAGE OF
AVERAGE DAILY NET
ASSETS OF
SUBADVISER PORTFOLIO(S) THE PORTFOLIO)
Selected/Venture Venture Value .45% - first $100MM
Advisers L.P. .40% - next $400MM
.35% - over $500MM