SUB-MANAGEMENT AGREEMENT
This AGREEMENT made this 28th day of August, 2003, between Janus
Capital Management LLC, a Delaware limited liability company ("JCM"), Perkins,
Wolf, XxXxxxxxx and Company, a Delaware corporation ("PWM") and AIG SunAmerica
Asset Management Corp., a Delaware corporation ("SAAMCo").
WHEREAS, JCM has entered into a Subadvisory Agreement with SAAMCo
(the "Subadvisory Agreement") with respect to that certain investment series of
SunAmerica Style Select Series, Inc. (the "Corporation") listed on Exhibit A
attached hereto (the "Series"); and
WHEREAS, SAAMCo has authorized JCM to delegate any or all of its
investment management duties and responsibilities under the Subadvisory
Agreement to PWM or any successor entity; and
WHEREAS, PWM 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, JCM desires to delegate to PWM its duties and
responsibilities for providing investment advisory services to the Series, and
PWM is willing to accept such delegation and to render such investment advisory
services.
NOW, THEREFORE, the parties agree as follows:
1. DELEGATION.
(a) Pursuant to the Subadvisory Agreement between JCM and SAAMCo
dated April 3, 2002, as amended, SAAMCo authorizes JCM to delegate any or all of
its investment management duties and responsibilities under the Subadvisory
Agreement to PWM or any successor entity.
(b) JCM hereby delegates to PWM all the duties and
responsibilities required to be performed by JCM for the Series pursuant to
Section ___ of the Subadvisory Agreement, a copy of which is attached hereto as
Exhibit B. PWM hereby accepts such delegation and agrees to perform such duties
and assume such responsibilities, subject to the oversight of JCM. No provision
of this Agreement shall relieve JCM of its duties or responsibilities under the
Subadvisory Agreement, and JCM shall appropriately oversee, monitor and evaluate
PWM's performance of its duties and responsibilities under this Agreement.
2. FURTHER OBLIGATIONS.
(a) In all matters relating to the performance of this
Agreement, PWM shall act in conformity with the objectives, policies and
limitations for the applicable Series set forth in Corporation's current
prospectus and statement of additional information, such policies as the
Directors of the Corporation may from time to time establish and which have been
furnished to PWM in writing, the provisions of the Internal Revenue Code (the
Code) applicable to "regulated investment companies" (as defined in Section 851
of the Code), all as from time to time in effect, and with all applicable
federal and state laws governing such Series' operations and investments
including without limitation the provisions of the Investment Company Act of
1940, as amended
(the "1940 Act"), and rules adopted thereunder and applicable federal and state
securities, tax and banking laws. For purposes of compliance with the foregoing,
PWM shall be entitled to treat each such portion of the assets of each such
Series set forth in Exhibit A managed by PWM as though such portion of the
assets constituted the entire Series, and PWM shall not be responsible in any
way for the compliance of any assets of the Series other than such portion of
the assets of such Series managed by PWM, with any of the foregoing or for the
compliance of the Series, taken as a whole, with any of the foregoing.
(b) PWM shall provide timely reports to JCM or SAAMCo on its
activities under this Agreement as agreed on from time to time, and shall
provide JCM with all information or documents that JCM may reasonably request in
connection with this Agreement, including but not limited to certified copies of
its financial statements, and such other information with regard to its affairs
as JCM or SAAMCo may reasonably request.
(c) PWM shall maintain all books and records required to be
maintained by PWM pursuant to the Investment Advisers Act of 1940, as amended,
and shall make such records available to JCM upon reasonable request.
3. COMPENSATION.
(a) JCM shall pay to PWM for its services under this Agreement a
fee, payable in United States dollars, at the annual rate set forth in Exhibit A
attached hereto. This fee shall be based on the average daily net asset value of
the portion of the assets of the Series for which PWM actually provides advisory
services, and shall be determined by taking an average of all determinations of
such net asset value during the month. This fee shall be computed and accrued
daily and payable monthly as soon as practicable after the end of each month.
For the month during which this Agreement becomes effective and the month during
which it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.
(b) PWM shall not be entitled to receive any payment from SAAMCo
and shall look solely to JCM for payment of all fees for services rendered,
facilities furnished and expenses paid by it under this Agreement.
4. EXPENSES AND EXCLUDED EXPENSES. PWM shall pay all its own
costs and expenses incurred in rendering the services required under this
Agreement. Notwithstanding any other provision hereof, it is expressly agreed
that PWM shall not be responsible to pay any organizational, operation or
business expenses of JCM, SAAMCo or the Corporation including, without
limitation, brokerage commissions and other costs in connection with the
purchase or sale of securities or other investment instruments with respect to
the Series.
5. TERMINATION. This Agreement shall continue in full force and
effect with respect to each Series 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 Directors of
the Corporation 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 Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Series voting separately
from any other series of the Corporation.
With respect to each Series, this Agreement may be terminated at
any time, without penalty, by vote of a majority of the Directors of the
Corporation, or by vote of a majority of the
outstanding voting securities (as defined in the 0000 Xxx) of the Series, voting
separately from any other series of the Corporation, or by JCM or SAAMCo, on not
less than 30 nor more than 60 days' written notice to PWM. With respect to each
Series, this Agreement may be terminated by PWM at any time, without the payment
of any penalty, on 90 days' written notice to JCM, SAAMCo and the Corporation;
provided, however, that this Agreement may not be terminated by PWM unless
another subadvisory agreement has been approved by the Corporation in accordance
with the 1940 Act, or after six months' written notice, whichever is earlier.
The termination of this Agreement with respect to any Series or the addition of
any Series to Exhibit A hereto (in the manner required by the 0000 Xxx) shall
not affect the continued effectiveness of this Agreement with respect to each
other Series subject hereto. This Agreement shall automatically terminate in the
event of its assignment (as defined by the 1940 Act). This Agreement will also
terminate automatically in the event that the Subadvisory Agreement by and
between JCM and SAAMCo is terminated.
6. LIMIT OF LIABILITY; INDEMNIFICATION.
(a) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or duties hereunder
("Disabling Conduct") on the part of PWM (or its officers, directors, agents,
employees, controlling persons, shareholders and any other person or entity
affiliated with PWM) PWM shall not be subject to liability to JCM, SAAMCo, the
Corporation, any such Series or any shareholder of the Corporation or any such
Series 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 1940 Act concerning loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services. Except
for such Disabling Conduct, JCM shall indemnify and hold harmless PWM (and its
officers, directors, partners, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with PWM) (collectively,
the "Indemnified Parties") from and against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expense) arising
from PWM's conduct under this Agreement.
(b) PWM agrees to indemnify and hold harmless JCM and SAAMCo and
their affiliates and each of their respective directors and officers and each
person, who controls JCM within the meaning of Section 15 of the Securities Act
of 1933, as amended (the "1933 Act") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses), to which JCM and SAAMCo or their 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 such
Disabling Conduct or any material breach of this Agreement by PWM; provided,
however, that in no case is PWM's indemnity in favor of any person deemed to
protect or apply to such person against any liability to which such person would
otherwise by 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 such person's obligations and duties under this
Agreement.
(c) PWM shall not be liable to JCM, SAAMCo, the Corporation or
any such Series for (i) any acts or omission of JCM, SAAMCo, the Corporation or
any other subadviser to the Series with respect to the portion of the assets of
a Series not managed by PWM and (ii) acts of PWM which result from acts or
omissions of JCM, SAAMCo, or the Corporation, including, but not limited to, a
failure of JCM to provide accurate and current information with respect to any
records maintained by JCM, SAAMCo, the Corporation or any other subadviser to a
Series,
which records are not also maintained by PWM. JCM and SAAMCo agrees that
PWM shall manage the portion of the assets of a Series hereunder as if it was a
separate operating series and shall comply with Sections 1 and 2 of this
Agreement (including, but not limited to, the investment objectives, policies
and restrictions applicable to a Series and qualifications of a Series as a
regulated investment company under the Code) with respect to the portion of
assets of a Series managed by PWM pursuant to this Agreement. JCM shall
indemnify and hold harmless the Indemnified Parties from and against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) arising from the conduct of JCM, SAAMCo, the Corporation or
any other subadviser with respect to the portion of a Series' assets not managed
by PWM pursuant to this Agreement.
7. ACTIVITIES OF PWM. The investment advisory services provided
by PWM hereunder are not exclusive, and PWM is free to render similar services
to others so long as its services under this Agreement are not materially
adversely affected or otherwise impaired thereby. Nothing in this Agreement
shall limit or restrict the right of any director, officer, or employee of PWM
to engage in any other business or to devote his or her time and attention in
part to the management or other aspects of any business, whether of a similar
nature or dissimilar nature.
8. INDEPENDENT CONTRACTOR. PWM shall for all purposes hereunder
be deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent JCM or SAAMCo, the
Series or the Corporation in any way, nor otherwise be deemed an agent of,
partner or joint venturer with, JCM, SAAMCo, the Series or the Corporation.
9. PERMISSIBLE INTERESTS. It is understood that Directors,
officers and shareholders of the Corporation are or may become interested in PWM
as directors, officers and shareholders of PWM, that directors, officers,
employees and shareholders of PWM are or may become similarly interested in the
Corporation, and that PWM may become interested in the Corporation as a
shareholder or otherwise.
10. NOTICES. Any notice or other communication required to be
given pursuant to this Agreement shall be deemed duly given if delivered or
mailed by certified or registered mail, return receipt requested and postage
prepaid:
(a) To Janus Capital Management LLC at:
Janus Capital Management LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: General Counsel
(b) To Perkins, Wolf, XxXxxxxxx and Company at:
Perkins, Wolf, XxXxxxxxx and Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: President
(c) To AIG SunAmerica Asset Management Corp. at:
AIG SunAmerica Asset Management Corp.
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Senior Vice President
and General Counsel
11. AMENDMENTS. This Agreement may be amended by the parties
only in a written instrument signed by the parties to this Agreement and only if
such amendment is specifically approved (i) by the vote of a majority of those
Directors of the Corporation 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 Directors of the Corporation or by vote
of a majority of the outstanding voting securities of the Series voting
separately from any other series of the Corporation.
12. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Colorado (without giving effect to the
conflicts of laws principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the applicable provisions
of the 1940 Act, the latter shall control.
13. MISCELLANEOUS. This Agreement may be executed in two or more
counterparts, which taken together shall constitute one and the same instrument.
The headings in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions thereof or otherwise affect
their construction or effect. 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. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.
14. SEPARATE SERIES. Pursuant to the provisions of the Articles
of Incorporation and the General Laws of the State of Maryland, each Series is a
separate series of the Corporation and all debts, liabilities, obligations and
expenses of a particular Series shall be enforceable only against the assets of
that Series and not against the assets of any other Series or of the Corporation
as a whole.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
JANUS CAPITAL MANAGEMENT LLC
By:
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Title:
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PERKINS, WOLF, XxXXXXXXX AND COMPANY
By:
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Title:
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AIG SUNAMERICA ASSET MANAGEMENT CORP.
By:
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Title: President and CEO
EXHIBIT B
SUBADVISORY AGREEMENT
