INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
is dated as of
September 16, 1992, as amended on August 30, 1994 and
April 18, 1996, between
SUNAMERICA SERIES TRUST, a Massachusetts business
trust (the "Trust") and
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser" or
"SAAMCo").
In consideration of the mutual agreements herein
made, the parties hereto
agree as follows:
1.
The Trust's Portfolios. The Trust is authorized to
issue shares in separate
series, with each series representing interests in a
separate portfolio of
securities and other assets, and currently offers
shares of the series set
forth in Schedule A attached hereto (the
"Portfolios"). It is recognized that
additional Portfolios may be added and certain current
Portfolios may be
deleted in the future.
2.
Duties of the Adviser. The Adviser shall manage the
affairs of the Trust as
set forth herein, either by taking such actions itself
or by delegating its
duties to a subadviser pursuant to a written
subadvisory agreement. Such
duties shall include, but not limited to, continuously
providing the Trust
with investment management, including investment
research, advice and
supervision, determining which securities shall be
purchased or sold by each
Portfolio of the Trust and making purchases and sales
of securities on behalf
of each Portfolio. The Adviser's management shall be
subject to the control
of the Trustees of the Trust (the "Trustees") and in
accordance with the
objectives, policies and restrictions for each such
Portfolio set forth in the
Trust's Registration Statement and its current
Prospectus and Statement of
Additional Information, as amended from time to time,
the requirements of the
Investment Company Act of 1940, as amended (the "Act")
and other applicable
law, as well as to the factors affecting the Trust's
status as a regulated
investment company under the Internal Revenue Code of
1986, as amended, (the
"Code") and the regulations thereunder and the status
of variable contracts
under the diversification requirements set forth in
Section 817(h) of the Code
and the regulations thereunder. In performing such
duties, the Adviser shall
(i) provide such office space, bookkeeping,
(ii) accounting, clerical, secretarial
and administrative services (exclusive of, and in
addition to, any such
service provided by any others retained by the Trust
or any of its Portfolios)
and such executive and other personnel as shall be
necessary for the
operations of each Portfolio, (ii) be responsible for
the financial and
accounting records required to be maintained by each
Portfolio (including
those maintained by the Trust's custodian), and (iii)
oversee the performance
of services provided to each Portfolio by others,
including the custodian,
transfer agent, shareholder servicing agent and
subadviser, if any. The Trust
acknowledges that the Adviser also acts as the manager
of other investment
companies.
With respect to the Cash Management Portfolio,
the Adviser hereby accepts
the responsibilities for making the determinations
required by Rule 2a-7 under
the Act to be made by the Trustees of the Trust and
which are delegable by the
Trustees pursuant to paragraph (e) of such Rule, to
the extent that the
Trustees may hereinafter delegate such
responsibilities to the Adviser.
The Adviser may delegate certain of its duties
under this Agreement with
respect to a Portfolio to a subadviser pursuant to a
written agreement,
subject to the approval of the Trustees and a
Portfolio's shareholders, as
required by the Act. The Adviser is solely
responsible for payment of any
fees or other charges to a subadviser arising from
such delegation and the
Trust shall have no liability therefor.
3.
Expenses. The Adviser shall pay all of its expenses
arising from the
performance of its obligations under this Agreement
and shall pay any
salaries, fees and expenses of the Trustees and any
officers of the Trust who
are employees of the Adviser. The Adviser shall not
be required to pay any
other expenses of the Trust, including, but not
limited to, direct charges
relating to the purchase and sale of portfolio
securities, interest charges,
fees and expenses of independent attorneys and
auditors, taxes and
governmental fees, cost of stock certificates and any
other expenses
(including clerical expenses) of issue, sale,
repurchase or redemption of
shares, expenses of registering and qualifying shares
for sale, expenses of
printing and distributing reports, notices and proxy
materials to
shareholders, expenses of data processing and related
services, shareholder
recordkeeping and shareholder account service,
expenses of printing and filing
reports and other documents filed with governmental
agencies, expenses of
printing and distributing prospectuses, expenses of
annual and special
shareholders' meetings, fees and disbursements of
transfer agents and
custodians, expenses of disbursing dividends and
distributions, fees and
expenses of Trustees who are not employees of the
Adviser or its affiliates,
membership dues in the Investment Company Institute,
insurance premium dues in
the Investment Company Institute, insurance premiums
and extraordinary
expenses such as litigation expenses.
4.
Compensation. (a) As compensation for services
performed and the facilities
and personnel provided by the Adviser under this
Agreement, the Trust will pay
to the Adviser, promptly after the end of each month
for the services rendered
by the Adviser during the preceding month, the sum of
the amounts set forth in
Schedule A attached hereto calculated in accordance
with the average daily net
assets of the indicated Portfolio.
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), the
Adviser agrees to waive such
portion of its advisory fee in excess of the
limitation, but such waiver shall
not exceed the full amount of the advisory fee for
such year except as may be
elected by Adviser 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 Adviser to the
Trust, the Trust agrees to reimburse the Adviser for
any expenses waived,
provided that such reimbursement does not result in
increasing the Trust's
aggregate expenses above the aforementioned expense
limitation ratios.
The Adviser'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.
(b) Upon any termination of this Agreement on a
(c) day other than the last
day of the month, the fee for the period from the
beginning of the month in
which termination occurs to the date of termination
shall be prorated
according to the proportion which such period bears to
the full month.
5.
Purchase and Sale of Securities. The Adviser shall
purchase securities from
or though and sell securities to or through such
persons, brokers or dealers
as the Adviser shall deem appropriate in order to
carry out the policies with
respect to portfolio transactions as set forth in the
Trust's Registration
Statement and its current Prospectus or Statement of
Additional Information,
as amended from time to time, or as the Trustees may
direct from time to
time.
Nothing herein shall prohibit the Trustees from
approving the payment by
the Trust of additional compensation to others for
consulting services,
supplemental research and security and economic
analysis.
6.
Term of Agreement. This Agreement shall continue in
full force and effect
with respect to each Portfolio until two years from
the date approved by the
Trustees of the Trust in respect of such Portfolio,
and from year to year
thereafter so long as such continuance is approved at
least annually (i) by
the Trustees by vote cast in person at a meeting
called for the purpose of
voting on such renewal, or by the vote of a majority
of the outstanding voting
securities (as defined by the Act) of such Portfolio
with respect to which
renewal is to be effected, and (ii) by a majority of
the non-interested
Trustees by vote cast in person at a meeting called
for the purpose of voting
on such renewal. Any approval of this Agreement or
the renewal thereof with
respect to a Portfolio by the vote of a majority of
the outstanding voting
securities of that Portfolio, or by the Trustees of
the Trust which shall
include a majority of the non-interested Trustees,
shall be effective to
continue this Agreement with respect to that Portfolio
notwithstanding (a)
that this Agreement or the renewal thereof has not
been so approved as to any
other Portfolio, or (b) that this Agreement or the
renewal thereof has not
been so approved by the vote of a majority of the
outstanding voting
securities of the Trust as a whole.
7.
Termination. This Agreement may be terminated at any
time as to a Portfolio,
without payment of any penalty, by the Trustees or by
the vote of a majority
of the outstanding voting securities (as defined in
the Act) of such Portfolio
on sixty (60) days' written notice to the Adviser.
Similarly, the Adviser may
terminate this Agreement without penalty on like
notice to the Trust provided,
however, that this Agreement may not be terminated by
the Adviser unless
another investment advisory agreement has been
approved by the Trust in
accordance with the Act, or after six months' written
notice, whichever is
earlier. This Agreement shall automatically terminate
in the event of its
assignment (as defined in the Act).
8.
Reports. The Adviser shall report to the Trustees, or
to any committee or
officers of the Trust acting pursuant to the authority
of the Trustees, at
such times and in such detail as shall be reasonable
and as the Board may deem
appropriate in order to enable the Trust to determine
that the investment
policies of each Portfolio are being observed and
implemented and that the
obligations of the Adviser under this Agreement are
being fulfilled. Any
investment program undertaken by the Adviser pursuant
to this Agreement and
any other activities undertaken by the Adviser on
behalf of the Trust shall at
all times be subject to any directives of the Trustees
or any duly constituted
committee or officer of the Trust acting pursuant to
the authority of the
Trustees.
9.
Records. The Trust is responsible for maintaining and
preserving for such
period or periods as the Securities and Exchange
Commission may prescribe by
rules and regulations, such accounts, books and other
documents as constitute
the records forming the basis for all reports,
including financial statements
required to be filed pursuant to the Act and for the
Trust's auditor's
certification relating thereto. The Adviser hereby
undertakes and agrees to
maintain in the form and for the periods required by
Rule 31a-2 under the Act,
all records relating to the Portfolio's investments
that are required to be
maintained pursuant to the requirements of Rule 31a-1
of the Act.
The Adviser and the Trust agree that all
accounts, books and other
records maintained and preserved by each 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, or any governmental
agency or other instrumentality having regulatory
authority over the Trust.
It is expressly understood and agreed that the books
and records maintained by
the Adviser on behalf of each Portfolio shall, at all
times, remain the
property of the Trust.
10.
Liability of Adviser. 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 Adviser (and
its officers, directors,
agents, employees, controlling persons, shareholders
and any other person or
entity affiliated with the Adviser), the Adviser shall
not be subject to
liability to the Trust 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
Act concerning loss
resulting from a breach of fiduciary duty with respect
to the receipt of
compensation for services. Except for such disabling
conduct or liability
under Section 36(b) of the Act, the Trust shall
indemnify the Adviser (and its
officers, directors, agents, employees, controlling
persons, shareholders and
any other person or entity affiliated with the
Adviser) from any liability
arising from the Adviser's conduct under this
Agreement.
Indemnification to the Adviser or any of its
personnel or affiliates
shall be made when (A) a final decision on the merits
rendered, by a court or
other body before whom the proceeding was brought,
that the person to be
indemnified was not liable by reason of disabling
conduct or, (B) in the
absence of such a decision, a reasonable
determination, based upon a review of
the facts, that the person to be indemnified was not
liable by reason of
disabling conduct, by (a) the vote of a majority of a
quorum of Trustees who
are neither "interested persons" of the Trust as
defined in Section 2(a)(19)
of the Act nor parties to the proceeding
("disinterested, non-party
Trustees"), or (b) an independent legal counsel in a
written opinion. The
Trust may, by vote of a majority of the disinterested,
non-party Trustees,
advance attorneys' fees or other expenses incurred by
officers, Trustees,
investment advisers, subadvisers or principal
underwriters, in defending a
proceeding upon the undertaking by or on behalf of the
person to be
indemnified to repay the advance unless it is
ultimately determined that such
person is entitled to indemnification. Such advance
shall be subject to at
least one of the following: (i) the person to be
indemnified shall provide
adequate security for his undertaking, (ii) the Trust
shall be insured against
losses arising by reason of any lawful advances, or
(iii) a majority of a
quorum of the disinterested, non-party Trustees, or an
independent legal
counsel in a written opinion, shall determine, based
on a review of readily
available facts, that there is reason to believe that
the person to be
indemnified ultimately will be found entitled to
indemnification.
11.
Miscellaneous. Anything herein to the contrary
notwithstanding, this
Agreement shall not be construed to require, or to
impose any duty upon either
of the parties, to do anything in violation of any
applicable laws or
regulations.
The Declaration of Trust establishing the Trust, a copy of which is on
file in the office of the Secretary of the
Commonwealth of Massachusetts,
provides that the name of the Trust refers to the
Trustees collectively as
Trustees, not as individuals or personally; and that
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 the
satisfaction of any obligation or claim or otherwise
in connection with the
affairs of the Trust or any Portfolio; but that the
Trust Estate shall be
liable. 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 Trust and the Adviser
have caused this Agreement
to be executed by their duly authorized officers as of
the date first above
written.
SUNAMERICA
SERIES TRUST
By:/s/Xxxxx X. Xxxx
Xxxxx X.
Xxxx
Chairman
and President
SUNAMERICA ASSET
MANAGEMENT CORP.
By:/s/Xxxxx X.
Xxxxxxx
Xxxxx X. Xxxxxxx
PresidentSCHEDULE A
FEE RATE (as a
% of average
FUND daily net
asset value)
Alliance Growth Portfolio .70%
to $ 50MM
.65% next
$100MM
.60%
next $150MM
.55%
next $200MM
.50% over
$500MM
Growth/Phoenix Investment .70%
to $
50MM
Counsel Portfolio .65%
next $100MM
.60% next
$150MM
.55% next
$200MM
.50% over
$500MM
Balanced/Phoenix Investment .70%
to $ 50MM
Counsel Portfolio
.65% next $100MM
.60% next
$150MM
.55% next
$200MM
.50% over
$500MM
Growth-Income Portfolio .70%
to $
50MM
.65%
next $100MM
.60%
next $150MM
.55%
next $200MM
.50%
over $500MM
Provident Growth Portfolio
.85% to $
50MM
.80% next
$100MM
.70% next
$100MM
.65%
next $100MM
.60%
over $350MM
Global Equities Portfolio .90%
to $
50MM
.80%
next $100MM
.70%
next $150MM
.65%
over $300MM
Venture Value Portfolio
.80% to
$100MM
.75%
next $400MM
.70%
over $500MM
Asset Allocation Portfolio
.75% to $
50MM
.65%
next $100MM
.60%
next $100MM
.55%
over $250MM
Global Bond Portfolio
.75% to
$ 50MM
.65% next
$100MM
.60% next
$100MM
.55% over
$250MM
High-Yield Bond Portfolio
.70% to
$ 50MM
.65% next
$100MM
.60% next
$100MM
.55% over
$250MM
Corporate Bond Portfolio
.70%
to $ 50MM
.60% next
$100MM
.55% next
$100MM
.50% over
$250MM
International Diversified Equities Portfolio
1.00% of Net Assets
Worldwide High Income Portfolio 1.00% of
Net Assets
Cash Management Portfolio
.55% to
$100MM
.50% next
$200MM
.45% over
$300MM
Federated Value Portfolio
.75% to
$150MM
.60% next
$350MM
.50% over
$500MM
Utility Portfolio
.75% to
$150MM
.60% next
$350MM
.50% over
$500MM
Aggressive Growth Portfolio
.75% to
$100MM
.675% next
$150MM
.625% next
$250MM
.600% over
$500MM
SunAmerica Balanced Portfolio
.70% to
$ 50MM
.65% next
$100MM
.60%
next $150MM
.55%
next $200MM
.50%
over $500MM
April 18, 1996
