EX-99.(d)(ii)
AIG SERIES TRUST
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of
December 27, 2005, by and between AIG Series Trust, a Delaware statutory trust
(the "Trust"), and AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation
(the "Adviser").
W I T N E S S E T H:
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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, with or without par value per
share, in separately designated series representing separate funds with their
own investment objectives, policies and purposes (each, a "Fund" and
collectively, the "Funds"); and
WHEREAS, the Adviser is engaged in the business of rendering
investment management, advisory and administrative services and is registered as
an investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to furnish
investment management, advisory and administrative services to the Trust and the
Funds and the Adviser is willing to furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. DUTIES OF THE ADVISER. The Adviser shall manage the affairs of the
Funds including, but not limited to, continuously providing the Funds with
investment management, including investment research, advice and supervision,
determining which securities shall be purchased or sold by the Funds, making
purchases and sales of securities on behalf of the Funds and determining how
voting and other rights with respect to securities owned by the Funds shall be
exercised, subject in each case to the control of the Board of Trustees of the
Trust (the "Trustees") and in accordance with the objectives, policies and
principles set forth in Trust's Registration Statement and the Funds' current
Prospectus and Statement of Additional Information, as amended from time to
time, the provisions of that certain Put Agreement dated June 17, 2004 by and
between the Trust and Prudential Global Funding (the "Put Agreement") the
requirements of the Act and other applicable law. In performing such duties, the
Adviser (i) shall provide such office space, such bookkeeping, accounting,
clerical, secretarial and administrative services (exclusive of, and in addition
to, any such service provided by any others retained by the Funds or Trust on
behalf of the Funds) and such executive and other personnel as shall be
necessary for the operations of the Funds, (ii) shall be
responsible for the financial and accounting records required to be maintained
by the Funds (including those maintained by Trust's custodian) and (iii) shall
oversee the performance of services provided to the Funds by others, including
the custodian, transfer and shareholder servicing agent. The Trust understands
that the Adviser also acts as the manager of other investment companies.
Subject to Section 36 of the Act, the Adviser shall not be liable
to the Funds or Trust for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in the management
of the Funds and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. RETENTION BY ADVISER OF SUB-ADVISERS, ETC. In carrying out its
responsibilities hereunder, the Adviser may employ, retain or otherwise avail
itself of the services of other persons or entities including, without
limitation, affiliates of the Adviser, on such terms as the Adviser shall
determine to be necessary, desirable or appropriate. Without limiting the
generality of the foregoing, and subject to the requirements of Section 15 of
the Act, the Adviser may retain one or more sub-advisers to manage all or a
portion of the investment portfolio of a Fund, at the Adviser's own cost and
expense. Retention of one or more subadvisers, or the employment or retention of
other persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Adviser under this Agreement and the
Adviser shall be responsible for all acts and omissions of such subadvisers, or
other persons or entities, in connection with the performance of the Adviser's
duties hereunder.
3. EXPENSES. The Adviser shall pay all of its expenses arising from
the performance of its obligations under Section 1 and shall pay any salaries,
fees and expenses of the Trust's Trustees and Officers who are employees of the
Adviser. The Adviser shall not be required to pay any other expenses of the
Funds, 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 share
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 premiums and
extraordinary expenses such as litigation expenses.
4. COMPENSATION OF THE ADVISER. (a) As full compensation for the
services rendered, facilities furnished and expenses paid by the Adviser under
this Agreement, the Trust agrees to pay to the Adviser a fee at the annual rates
set forth in Schedule A hereto with respect to each Fund indicated 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 is applied to
each prior days'
net assets in order to calculate the daily accrual). For purposes of calculating
the Adviser's fee with respect to any Fund, the average daily net asset value of
a Fund shall be determined by taking an average of all determinations of such
net asset value during the month. If the Adviser shall serve for less than the
whole of any month the foregoing compensation shall be prorated.
(b) The Adviser agrees that if total expenses of a Fund for any
fiscal year of the Trust exceed the permissible limits applicable to that Fund
in any state in which shares of that Fund are then qualified for sale, the
compensation due the Adviser for such fiscal year shall be reduced by the amount
of such excess by a reduction or refund thereof at the time such compensation is
payable after the end of each calendar month, subject to readjustment during
such fiscal year. In no event shall the amount of such reduction or refund
exceed the amount of the fee payable to the Adviser with respect to such Fund.
5. PURCHASE AND SALE OF SECURITIES; BROKER-DEALER SELECTION. The
Adviser is responsible for decisions to buy or sell securities and other
investments for each Fund, broker-dealer and futures commission merchants'
selection, and negotiation of brokerage commission and futures commission
merchants' rates. As a general matter, in executing portfolio transactions, the
Adviser may employ or deal with such broker-dealers or futures commission
merchants as may, in the Adviser's best judgment, provide prompt and reliable
execution of the transactions at favorable prices and reasonable commission
rates. In selecting such broker-dealers or futures commission merchants, the
Adviser 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, and 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 Adviser 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
Adviser's having caused a Fund 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 Adviser 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 Adviser's
overall responsibilities with respect to such Fund and to the other clients as
to which the Adviser exercises investment discretion. In accordance with Section
11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other
applicable laws and regulations including Section 17(e) of the Act and Rule
17e-1 thereunder, the Adviser may engage its affiliates, or any sub-adviser 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 Fund.
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6. TERM OF AGREEMENT. This agreement shall continue in full force and
effect for two years from the date hereof, and shall continue in full force and
effect from year to year thereafter if such continuance is approved in the
manner required by the Act and the Adviser has not notified the Trust in writing
at least 60 days prior to the anniversary date of the previous continuance that
it does not desire such continuance. With respect to each Fund, this Agreement
may be terminated at any time, without payment of penalty by the Fund or the
Trust, on 60 days written notice to the Adviser, by vote of the Trustees, or by
vote of a majority of the outstanding voting securities (as defined by the Act)
of the Fund, voting separately from any other series of the Trust. The
termination of this Agreement with respect to any Fund or the addition of any
Fund 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 Fund
subject hereto. This Agreement shall automatically terminate in the event of its
assignment (as defined by the Act).
The Trust hereby agrees that if (i) the Adviser ceases to act as
investment manager and adviser to the Trust and (ii) the continued use of the
Trust's present name would create confusion in the context of the Adviser's
business, then the Trust will use its best efforts to change its name in order
to delete the word "SunAmerica" from its name.
7. LIABILITY OF THE 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 shareholder of 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 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, the
Trust shall indemnify the Adviser (and its officers, directors, partners,
agents, employees, controlling persons, shareholders and any other person or
entity affiliated with the Adviser) (collectively, the "Indemnified Parties")
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 (i) 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, (ii) 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 the 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 an Indemnified Party in defending a proceeding upon
the undertaking by or on behalf of the Indemnified Party to repay the advance
unless it is ultimately determined that he is entitled to indemnification.
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Such advance shall be subject to at least one of the following: (1) the person
to be indemnified shall provide a security for his undertaking, (2) the Trust
shall be insured against losses arising by reason of any lawful advances, or (3)
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.
8. NON-EXCLUSIVITY. Nothing in this Agreement shall limit or restrict
the right of any director, officer or employee of the Adviser who may also be a
Trustee, officer or employee of the Trust to engage in any other business or
devote his or her time and attention in part to the management or other aspects
of any business, whether of a similar or dissimilar nature, nor limit or
restrict the right of the Adviser to engage in any other business or to render
services of any kind to any other corporation, firm, individual or association.
9. AMENDMENTS. 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.
10. 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 apply.
11. PERSONAL LIABILITY. The Declaration of Trust establishing the
Trust, dated June 18, 1986, a copy of which, together with all amendments
thereto (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "SunAmerica Equity Funds"
refers to the Trustees under the Declaration collectively as trustees, but not
as individuals or personally, and 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.
12. SEPARATE SERIES. Pursuant to the provisions of the Declaration,
each Fund is a separate series of the Trust, and all debts, liabilities,
obligations and expenses of a particular Fund shall be enforceable only against
the assets of that Fund and not against the assets of any other Fund or of the
Trust as a whole.
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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.
AIG SERIES TRUST
By:
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Name: Xxxxxxx Xxxxx
Title: President
AIG SUNAMERICA ASSET MANAGEMENT CORP.
By:
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Name: Xxxxx X. Xxxxxxx
Title: President and CEO
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SCHEDULE A
FEE RATE
(as a % of average
FUND DAILY NET ASSET VALUE)
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Long Horizon Fund 0.65% of net assets
Short Horizon Income Fund 0.60% of net assets
Dated: December 27, 2005
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