SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of
October 1, 2013 by and between SUNAMERICA ASSET
MANAGEMENT CORP., a Delaware corporation (the
"Adviser"), and PYRAMIS GLOBAL ADVISORS, LLC, a
Delaware limited liability company (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Series Trust, a
Massachusetts business trust (the "Trust"), have entered into an
Investment Advisory and Management Agreement dated as of
January 1, 1999, as amended from time to time (the "Advisory
Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to
the Trust, and pursuant to which the Adviser may delegate one or
more of its duties to a subadviser pursuant to a written subadvisory
agreement; and
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end
management investment company and may issue shares of
beneficial interest, no par value per share, in separately designated
portfolios representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio(s)
of the Trust listed on Schedule A attached hereto (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 with the Trust.
Pursuant to this Subadvisory Agreement and subject to the
oversight and review of the Adviser, the Subadviser will manage
the investment and reinvestment of the assets of each Portfolio.
The Subadviser will determine, in its discretion and subject to the
oversight and review of the Adviser, the securities and other
investments 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, as agent and
attorney-in-fact of the Trust, may, when it deems appropriate and
without prior consultation with the Adviser, (a) buy, sell,
exchange, convert and otherwise trade in any stocks, bonds and
other securities including money market instruments, whether the
issuer is organized in the United States or outside the United
States, (b) place orders for the execution of such securities
transactions with or through such brokers, dealers or issuers as the
Subadviser may select and (c) purchase, sell, exchange or convert
foreign currency in the spot or forward markets as necessary to
facilitate transactions in international securities for the Portfolio(s).
In addition, the custodian shall provide the Subadviser with daily
reports regarding the cash levels in the Portfolio. The Subadviser
shall discharge the foregoing responsibilities subject to the control
of the officers and the Trustees of the Trust and in compliance with
such policies as the Trustees of the Trust may from time to time
establish, which may be applicable to the Subadviser's activities on
behalf of the trust and which have been provided to the Subadviser,
and in compliance with (a) the objectives, policies, restrictions and
limitations for the Portfolio(s) as set forth in the Trust's current
prospectus and statement of additional information; and (b)
applicable laws and regulations.
The Subadviser represents and warrants to the
Adviser that each Portfolio will at all times be operated and
managed (a) in compliance with all applicable federal and state
laws, including securities, commodities and banking laws,
governing its operations and investments; (b) so as not to
jeopardize either the treatment of the variable annuity contracts
which offer the Portfolio(s) (the "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
(c) to minimize any taxes and/or penalties payable by the Trust or
the Portfolio(s). Without limiting the foregoing, the Subadviser
represents and warrants that it will manage each Portfolio in
compliance with (a) the applicable provisions of Subchapter M,
chapter 1 of the Code ("Subchapter M") for each Portfolio to be
treated as a "regulated investment company" under Subchapter M;
(b) the diversification requirements specified in the Internal
Revenue Service's regulations under Section 817(h) of the Code;
(c) the provisions of the Act and rules adopted thereunder; (d)
applicable state insurance laws, provided by the Adviser to the
Subadviser; (e) the objectives, policies, restrictions and limitations
for the Portfolio(s) as set forth in the Trust's current prospectus and
statement of additional information as most recently provided by
the Adviser to the Subadviser; and (f) the policies and procedures
as adopted by the Trustees of the Trust. The Subadviser shall
furnish information to the Adviser, as requested, for purposes of
compliance with the distribution requirements necessary to avoid
payment of any excise tax pursuant to Section 4982 of the Code.
The Adviser is responsible for ensuring that the
Registration Statement and any amendments or supplements to
such information conforms 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 does 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 acknowledges that the Adviser is relying on the
accuracy and completeness of information furnished by the
Subadviser for use by the Adviser in such Registration Statement
and any amendments or supplements thereto. The Subadviser
represents and warrants that any information furnished by the
Subadviser expressly for use in the Registration Statement and any
amendments or supplements to such information provided by the
Subadviser will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.
The Subadviser agrees: (a) to maintain a level of
errors and omissions or professional liability insurance coverage
that, at all times during the course of this Agreement, is
appropriate given the nature of its business, and (b) from time to
time and upon reasonable request, to supply evidence of such
coverage to the Adviser.
The Subadviser accepts such employment and
agrees, at its own expense, to render the services set forth herein
and to provide the office space, furnishings, equipment and
personnel required by it to perform such services on the terms and
for the compensation provided in this Agreement.
The Subadviser also represents and warrants that in
furnishing services hereunder, the Subadviser will not consult with
any other subadviser of the Portfolios or other series of the Trust,
to the extent any other subadvisers are engaged by the Adviser, or
any other subadvisers to other investments companies that are
under common control with the Trust, concerning transactions of
the Portfolios in securities or other assets, other than for purposes
of complying with the conditions of paragraphs (a) and (b) of rule
12d3-1 under the Act.
2. Portfolio Transactions. (a) The Subadviser is
responsible for decisions to buy or sell securities and other
investments for the assets of each Portfolio, broker-dealers and
futures commission merchants' selection, and negotiation of
brokerage commission and futures commission merchants' rates.
As a general matter, in executing portfolio transactions, the
Subadviser may employ or deal with such broker-dealers or futures
commission merchants as may, in the Subadviser's best judgment
and as described in the Subadviser's Form ADV, provide prompt
and reliable execution of the transactions at favorable prices and
reasonable commission rates. In selecting such broker-dealers or
futures commission merchants, the Subadviser shall consider all
relevant factors including price (including the applicable brokerage
commission, dealer spread or futures commission merchant rate),
the size of the order, the nature of the market for the security or
other investment, the timing of the transaction, the reputation,
experience and financial stability of the broker-dealer or futures
commission merchant involved, the quality of the service, the
difficulty of execution, the execution capabilities and operational
facilities of the firm involved, and, in the case of securities, the
firm's risk in positioning a block of securities. Subject to such
policies as the Trustees may determine and consistent with Section
28(e) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this 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. Subject to any other
applicable laws and regulations including Section 17(e) of the Act
and Rule 17e-1 thereunder, the Subadviser may engage its
affiliates, the Adviser and its affiliates or any other subadviser to
the Trust and its respective affiliates, as broker-dealers or futures
commission merchants to effect portfolio transactions in securities
and other investments for a Portfolio. The Subadviser will
promptly communicate to the Adviser and to the officers and the
Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request. To the extent
consistent with applicable law and as described in the Subadviser's
Form ADV, the Subadviser may aggregate purchase or sell orders
for the Portfolio with contemporaneous purchase or sell orders of
other clients of the Subadviser or its affiliated persons. In such
event, allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser determines to be
equitable and consistent with its and its affiliates' fiduciary
obligations to the Portfolio and to such other clients. The Adviser
hereby acknowledges that such aggregation of orders may not
result in more favorable pricing or lower brokerage commissions
in all instances.
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 to the Subadviser
a fee at the annual rates set forth in Schedule A hereto with respect
to the assets managed by the Subadviser for each Portfolio listed
thereon. Such fee shall be accrued daily and paid monthly as soon
as practicable after the end of each month (i.e., the applicable
annual fee rate divided by 365 applied to each prior day's net
assets in order to calculate the daily accrual). For purposes of
calculating the Subadviser's fee, the average daily net asset value
of a Portfolio shall mean the average daily net assets for which the
Subadviser actually provides advisory services, and shall be
determined by taking an average of all determinations of such net
asset value during the month. If the Subadviser shall provide its
services under this Agreement for less than the whole of any
month, the foregoing compensation shall be prorated.
4. Custody. The Trust has appointed a "qualified
custodian" ("Custodian") as that term is defined in Rule 206(4)-2
under the Advisers Act unaffiliated with the Adviser, to take and
have possession of funds and securities of the Portfolio. The
Subadviser will not, and nothing herein will be construed to permit
the Subadviser to, have "custody" of the Portfolio, as such term is
defined in Rule 206(4)-2. The Subadviser will not be liable for
any act or omission of any custodian.
5. Reports. The Trust, 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.
6. 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.
7. Proxy Voting. The Adviser will vote proxies
relating to the Portfolio's securities. The Adviser will vote all such
proxies in accordance with such proxy voting guidelines and
procedures adopted by the Board of Trustees. The Adviser may,
on certain non-routine matters, consult with the Subadviser before
voting proxies relating to the Portfolio's securities. The Adviser
will instruct the custodian and other parties providing services to
the Trust promptly to forward to the proxy voting service copies of
all proxies and shareholder communications relating to securities
held by each Portfolio (other than materials relating to legal
proceedings).
8. 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 (1) all records relating to the
investments of the Portfolio(s) that are required to be maintained
by the Subadviser pursuant to the requirements of Rule 31a-1 of
that Act; and (2) 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. Such records are the
property of the Trust and shall be returned to the Trust upon
termination of this Agreement.
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.
9. 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.
During the term of this Agreement, the Adviser
shall have permission to use the following trademarks relating to
the Subadviser, namely, PYRAMIS, PYRAMIS GLOBAL
ADVISORS, and the Pyramis Global Advisors logo (which logo
shall be provided by the Subadviser)(collectively, the "Marks") in
connection with the sale and marketing of the Portfolio. Adviser
shall provide to the Subadviser examples of the proposed materials
bearing any Marks used as trademarks (collectively, "Materials")
for the Subadviser's prior review and written approval, which
approval shall not be unreasonably withheld, conditioned or
delayed. Subadviser or its affiliates(s) shall review and provide
feedback, if any, on the proposed use as soon as possible within
five (5) business days following Subadviser's receipt of submitted
Materials bearing any Marks. If the Adviser makes any
unauthorized use of any Marks, the Parties acknowledge that the
Subadviser and its affiliates may suffer harm for which monetary
damages may be inadequate and remedies under this Agreement or
at law. Notwithstanding any of the foregoing, the Adviser may use
the Subadviser's name, "Pyramis Global Advisors, LLC," or
"Pyramis Global Advisors" in any Materials when referring to the
Subadviser in a factual manner without the need to seek the
Subadviser's, or an affiliate's, written consent.
Upon termination or expiration of this Agreement,
the Adviser shall immediately cease all use of the Marks. Upon
such termination or expiration of this Agreement, Adviser shall
either provide to the Subadviser all Materials bearing any Marks or
certify as to the destruction of all such Materials.
The Parties agree that, in order to streamline the
review and approval process for any Materials bearing any Marks
used as trademarks, one or more templates for such Materials may
be provided to Subadviser for Subadviser's prior review and
approval. Once a template for a particular type of Materials has
been approved by Subadviser in accordance with this Agreement
(each, an "approved Template"), all materials of the same type or
class based on the Approved Template shall be considered
approved by Subadviser and Adviser shall not be required to
separately submit each example of such Materials to Subadviser
for its review or approval; provided, however, that no material
change relating to the Subadviser's Marks is made by Adviser as
compared to that shown in an Approved Template.
Neither the Subadviser nor any affiliate or agent of
it shall make reference to or use the name of the Adviser or any of
its affiliates, or any of their clients, except references concerning
the identity of and services provided by the Adviser to the
Portfolio or to the Subadviser, which references shall not differ in
substance from those included in the Prospectus and this
Agreement, in any advertising or promotional materials without
the prior approval of Adviser, which approval shall not be
unreasonably withheld or delayed. The Subadviser hereby agrees
to make all reasonable efforts to cause any affiliate of the
Subadviser to satisfy the foregoing obligation.
10. Liability of the Subadviser. (a) In the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties ("disabling conduct") hereunder
on the part of the Subadviser (and its officers, directors/trustees,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Subadviser) the Subadviser shall
not be subject to liability to the Adviser (and its officers,
directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the
Adviser) or to the Trust (and its officers, directors/trustees, agents,
employees, controlling persons, shareholders and any other person
or entity affiliated with the Trust) for any act or omission in the
course of, or connected with, rendering services hereunder,
including without limitation, any error of judgment or mistake of
law or for any loss suffered by any of them in connection with the
matters to which this Agreement relates. Except for such disabling
conduct, the Adviser shall indemnify the Subadviser (and its
officers, directors, partners, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with
the Subadviser) from any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses) arising from Subadviser's rendering of services under
this Agreement.
(b) The Subadviser agrees to indemnify and
hold harmless the Adviser (and its officers, directors/trustees,
agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Adviser) and/or the Trust (and
its officers, directors/trustees, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with
the Trust) against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which
the Adviser and/or the Trust and their affiliates or such
directors/trustees, officers or controlling person may become
subject under the Act, the 1933 Act, under other statutes, common
law or otherwise, which arise from the Subadviser's disabling
conduct, including but not limited to any material failure by the
Subadviser to comply with the provisions and representations and
warranties set forth in Section 1 of this Agreement; provided,
however, that in no case is the Subadviser's indemnity in favor of
any person deemed to protect such other persons against any
liability to which such person would otherwise be subject by
reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its
reckless disregard of obligations and duties under this Agreement.
11. Permissible Interests. Trustees and agents of the
Trust are or may be interested in the Subadviser (or any successor
thereof) as directors/trustees, partners, officers, or shareholders, or
otherwise; directors/trustees, partners, officers, agents, and
shareholders of the Subadviser are or may be interested in the
Trust as trustees, or otherwise; and the Subadviser (or any
successor) is or may be interested in the Trust in some manner.
12. Term of the Agreement. This Agreement shall
continue in full force and effect with respect to each Portfolio until
two years from the date hereof, and from year to year thereafter so
long as such continuance is specifically approved at least annually
(i) by the vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting
on such approval, and (ii) by the Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Portfolio
voting separately from any other series of the Trust.
With respect to each Portfolio, this Agreement may
be terminated at any time, without payment of a penalty by the
Portfolio or the Trust, by vote of a majority of the Trustees, or by
vote of a majority of the outstanding voting securities (as defined
in the Act) of the Portfolio, voting separately from any other series
of the Trust, or by the Adviser, on not less than 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.
13. 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.
14. Amendments; Assignment. This Agreement may
be amended by mutual consent in writing, but the consent of the
Trust must be obtained in conformity with the requirements of the
Act. No assignment, as that term is defined in the Advisers Act, of
this Agreement will be made by the Adviser without the written
consent of the Trust.
15. 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.
16. Personal Liability. The Declaration of the Trust
establishing the Trust (the "Declaration"), is on file in the office of
the Secretary of the Commonwealth of Massachusetts, and, in
accordance with that Declaration, no Trustee, shareholder, officer,
employee or agent of the Trust shall be held to any personal
liability, nor shall resort be had to their private property for
satisfaction of any obligation or claim or otherwise in connection
with the affairs of the Trust, but the "Trust Property," as defined in
the Declaration, only shall be liable.
17. 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.
18. Confidentiality. The Subadviser will not disclose
or use any records or information obtained pursuant to this
Agreement in any manner whatsoever except as expressly
authorized in this Agreement or as reasonably required to execute
transactions on behalf of the Portfolios, and will keep confidential
any non-public information obtained directly as a result of this
service relationship, and the Subadviser shall disclose such non-
public information only if the Adviser or the Board of Trustees has
authorized such disclosure by prior written consent, or if such
information is or hereafter otherwise is known by the Subadviser
or has been disclosed, directly or indirectly, by the Adviser or the
Trust to others becomes ascertainable from public or published
information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state regulatory
authorities, or to the extent such disclosure is reasonably required
by auditors or attorneys of the Subadviser in connection with the
performance of their professional services or as may otherwise be
contemplated by this Agreement. Notwithstanding the foregoing,
the Subadviser may disclose the total return earned by the
Portfolios and may include such total return in the calculation of
composite performance information.
19. Notices. Any notice that is required to be given by
the parties to each other under the terms of this Agreement shall be
in writing, delivered, or mailed postpaid to the other parties, or
transmitted by facsimile with acknowledgment of receipt or by
email, to the parties at the following addresses or facsimile
numbers, which may from time to time be changed by the parties
by notice to the other party as set out below. The Adviser
acknowledges its consent to electronic delivery, including via
email or facsimile, of any documents or materials required and/or
provided to the Adviser by the Subadviser related to services
provided under this Agreement. The Adviser may revoke this
consent and request any such documents or materials to be mailed,
in lieu of electronic delivery, at any time upon reasonable notice to
the Subadviser.
Subadviser: Pyramis Global Advisors, LLC
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, SVP
and
Head of Relationship Management
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Adviser: SunAmerica Asset Management
Corp.
Harborside Financial Center
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
and
General Counsel
with a copy to: AIG Life and Retirement
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Senior Vice President
and
General Counsel
20. Rule 206(4)-5. The Adviser has appointed the
Subadviser as investment manager for the Portfolio, which is a
Covered Investment Pool, as the term is defined in Rule 206(4)-5,
in which Government Entities are invested or may invest. The
Adviser agrees to make available to the Subadviser a list of such
Government Entities invested in the Covered Investment Pool in
accordance with Rule 206(4)-5 of the Advisers Act.
21. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original, all of which shall together constitute one and the same
instrument.
22. Class Action Lawsuits. Unless the Subadviser
otherwise agrees in writing, Subadviser will not advise or take any
action on behalf of the Portfolio in any legal proceedings,
including bankruptcies or class actions, involving securities held
in, or formerly held in, the Portfolio or the issuers of those
securities. The Subadviser will forward all proof of claim forms
and related materials to the Portfolio's custodian or the Adviser
upon receipt. The Subadviser will not be liable for failure to file
such forms.
23. No Guarantee of Investment Performance. The
Trust understands that the value of investments made for the
Portfolio may increase as well as decrease, is not guaranteed and
past performance is no guarantee of future results. The Subadviser
has not made and is not making any guarantees, including any
guarantee as to any specific level of performance of the Portfolio
or the performance of the Portfolio relative to any standard or
index, including other clients of the Subadviser. The Trust
acknowledges that the Portfolio is designed for the described
investment objective and is not intended as a complete investment
program and also understands that investment decisions made on
behalf of the Portfolio by the Subadviser are subject to various
market and business risks.
24. Receipt of Form ADV. The Trust acknowledges that
prior to the Trust's execution and delivery of this Agreement the
Trust received a copy of Part 2A and 2B of the Subadviser's Form
ADV or a brochure which describes the services provided by the
Subadviser.
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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/ ▇▇▇▇▇ ▇.
Harbeck____________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief
Executive Officer
PYRAMIS GLOBAL
ADVISORS, LLC
By: _____/s/ ▇▇▇▇▇▇▇
Palermo_____________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
and Head of
Relationship
Management
Schedule A
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
Real Estate Portfolio
0.40% on first $100 million
0.35% on next $400 million
0.30% over 500 million
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