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EXHIBIT 99.5a
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as
of September 16, 1992, as amended on August 30, 1994, 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, 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
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servicing agent and sub-adviser, 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
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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 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.
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TERM OF AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until the earlier of (a) two
years from the date approved by the Trustees of the Trust; or (b)
the effective date of a contract approved at 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 by the Act) 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 if 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
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any directives of the Trustees or any duly constitute 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
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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.
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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.
SUNAMERICA SERIES TRUST
By: /s/ Xxxxx X. Xxxx
--------------------
Authorized Officer
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Xxxxx X. Xxxxxxx
----------------------
Authorized Officer
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SCHEDULE A
FEE RATE
(as a % of average
FUND daily net asset value)
---- -----------------------
Alliance Growth Portfolio .70% to $50 MM
.65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM
Growth/Phoenix Investment .70% to $50 MM
Counsel Portfolio .65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM
Balanced/Phoenix Investment .70% to $50 MM
Counsel Portfolio .65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM
Growth-Income Portfolio .70% to $50 MM
.65% next $100MM
.60% next $150MM
.55% next $200MM
.50% over $500MM
Provident Growth Portfolio .85% to $50 MM
.80% next $100MM
.70% next $100MM
.65% next $100MM
.60% over $350MM
Global Equities Portfolio .90% to $50 MM
.80% next $100MM
.70% next $150MM
.65% over $300MM
Venture Value Portfolio .80% to $100MM
.75% next $400MM
.70% over $500MM
FEE RATE
(as a % of average
FUND daily net asset value)
---- -----------------------
Asset Allocation Portfolio .75% to $50 MM
.65% next $100MM
.60% next $100MM
.55% over $250MM
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Global Bond Portfolio .75% to $50 MM
.65% next $100MM
.60% next $100MM
.55% over $250MM
High-Yield Bond Portfolio .70% to $50 MM
.65% next $100MM
.60% next $100MM
.55% over $250MM
Fixed-Income Portfolio .70% to $50 MM
.60% next $100MM
.55% next $100MM
.50% over $250MM
International Diversified Equities 1.00% of Net Assets
Portfolio
Worldwide High Income Portfolio 1.00% of Net Assets
Cash Management Portfolio .55% to $100MM
.50% next $200MM
.45% over $300MM
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