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Exhibit d(ii)
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 January 1, 1999, 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 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
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breach of any duty created by this Agreement or otherwise. Subadviser will
promptly communicate to Advisor 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:
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.35% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum thereafter.
Growth Income Portfolio:
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.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:
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.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
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
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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.
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
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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 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
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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.
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement on this 1st day of January, 1999.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Authorized Signatory
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ALLIANCE CAPITAL MANAGEMENT L.P.
BY: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, ITS GENERAL PARTNER
By: /s/ Authorized Signatory
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