SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of January 1, 1999, by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser"), and
JANUS CAPITAL CORPORATION, a Colorado corporation (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and Style Select Series, Inc., a Maryland corporation
(the "Corporation"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, (the "Advisory Agreement") pursuant to
which the Adviser has agreed to provide investment management, advisory and
administrative services to the Corporation; and
WHEREAS, the Corporation 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 common stock, par value $.0001 per share, in separately
designated series representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser 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 (the "Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to furnish investment
advisory services to the investment series of the Corporation listed on Schedule
A attached hereto (the "Portfolio"), and the Subadviser is willing to furnish
such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. (a) Duties of the Subadviser. The Adviser hereby engages the services of
the Subadviser in furtherance of its Investment Advisory and Management
Agreement with the Corporation. Pursuant to this Subadvisory Agreement and
subject to the oversight and review of the Adviser, the Subadviser will manage
the investment and reinvestment of a portion of the assets of each Portfolio
listed on Schedule A attached hereto. The Subadviser will determine in its
discretion and subject to the oversight and review of the Adviser, the
securities to be purchased or sold, and shall furnish the Adviser with such
monthly, quarterly, and annual reports concerning transactions and performance
of each Portfolio in the form as reasonably requested by the Adviser. The
Subadviser shall also provide the Adviser with such other information and
reports as may reasonably be requested by the Adviser from time to time, other
than proprietary information, and provided the
Subadviser shall not be responsible for portfolio accounting, nor shall it be
required to generate information derived from portfolio accounting data. The
Subadviser shall discharge the foregoing responsibilities subject to the control
of the officers and the Directors of the Corporation and in compliance with such
policies as the Directors of the Corporation may from time to time establish,
and in compliance with (a) the objectives, policies, and limitations for the
Portfolio set forth in the Corporation's current prospectus and statement of
additional information, and (b) applicable laws and regulations.
The Subadviser agrees to manage the portion of the assets allocated to it
of each of the Portfolio set forth in Schedule A (1) in compliance with all
applicable federal and state laws governing its operations and investments.
Without limiting the foregoing, the Subadviser agrees to manage each Portfolio
(1) so that it qualifies to be treated as a "regulated investment company" under
subchapter M, chapter 1 of the Code, and (2) in compliance with (a) the
provisions of the Act and rules adopted thereunder; (b) applicable federal and
state securities, commodities and banking laws; and (c) the distribution
requirements necessary to avoid payment of any excise tax pursuant to Section
4982 of the Code. For purposes of compliance with this paragraph, the Subadviser
shall be entitled to treat the portion of the assets of each Portfolio that it
manages as though such portion constituted the entire Portfolio, and the
Subadviser shall not be responsible in any way for the compliance of other
portions of the Portfolio or for compliance of the Portfolio as a whole with
this paragraph.
(b) The Subadviser shall be responsible for the preparation and filing
of Schedule 13G and Form 13F on behalf of the Portfolio. The Subadviser
shall not be responsible for the preparation or filing of any reports
required of the Portfolio by any governmental or regulatory agency, except
as expressly agreed to in writing. The Subadviser shall vote proxies
received in connection with securities held by the Portfolio.
(c) The 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.
(d) The Adviser shall timely furnish Subadviser with such information
as may be reasonably necessary for or requested by Subadviser to perform
its responsibilities under this Agreement. The Subadviser shall establish
and maintain brokerage accounts or other accounts necessary for the
purchase or sale of various forms of securities and the Adviser shall take
such actions as Subadviser deems advisable or necessary to enable
Subadviser to establish such account on behalf of the Corporation.
2. Portfolio Transactions. The Subadviser is responsible for decisions to
buy or sell securities and other investments for a portion of the assets of each
Portfolio, broker-dealers and futures commission merchants' selection, and
negotiation of brokerage commission and futures
commission merchants' rates. As a general matter, in executing portfolio
transactions, the Subadviser may employ or deal with such broker-dealers or
futures commission merchants as may, in the Subadviser's best judgement, 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 Subadviser 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, 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 Directors may determine and
consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the Subadviser 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 Subadviser's having caused a Portfolio 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
Subadviser 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 Subadviser's overall responsibilities
with respect to such Portfolio and to other clients as to which the Subadviser
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
Subadviser may engage its affiliates, the Adviser and its affiliates or any
other subadviser to the Corporation and its respective affiliates, as
broker-dealers or futures commission merchants to effect Portfolio transactions
in securities and other investments for a Portfolio. The Subadviser will
promptly communicate to the Adviser and to the officers and the Directors of the
Corporation such information relating to portfolio transactions as they may
reasonably request.
3. (a) Compensation of the Subadviser. The Subadviser shall not be entitled
to receive any payment from the Corporation and shall look solely and
exclusively to the Adviser for payment of all fees for the services rendered,
facilities furnished and expenses paid by it hereunder. As full compensation for
the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser
a fee at the annual rates set forth in Schedule A hereto with respect to the
portion of the assets managed by the Subadviser for each Portfolio listed
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
applied to each prior days' net assets in order to calculate the daily accrual).
If the Subadviser shall provide its services under this Agreement for less than
the whole of any month, the foregoing compensation shall be prorated.
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(b) Expenses. Adviser, the Corporation and the Portfolio shall assume
and pay their respective organizational, operational, and business expenses
not specifically assumed or agreed to be paid by Subadviser pursuant to
this Agreement. Subadviser shall pay its own organizational, operational,
and business expenses but shall not be obligated to pay any expenses of
Adviser, the Corporation, or the Portfolio, including without limitation,
(a) interest and taxes; (b) brokerage commissions and other costs in
connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses.
4. Other Services. At the request of the Corporation or the Adviser, the
Subadviser in its discretion may make available to the Corporation, office
facilities, equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered by the
Subadviser and billed to the Corporation or the Adviser at the Subadviser's
cost.
5. Reports. The Corporation, the Adviser and the 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 Corporation as each may reasonably request.
6. Status of the Subadviser. The services of the Subadviser to the Adviser
and the Corporation are not to be deemed exclusive, and the Subadviser shall be
free to render similar services to others so long as its services to the
Corporation are not impaired thereby. The 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 Corporation in any way
or otherwise be deemed an agent of the Corporation. The Subadviser may provide
advice to or take action with respect to other clients, which advice or action,
including the timing and nature of such action, may differ from or be identical
to advice given or action taken with respect to the Portfolio. In the event of
such activities, the transactions and associated costs will be allocated among
such clients (including the Portfolio) in a manner that the Subadviser believes
to be equitable to the accounts involved and consistent with such accounts'
objectives, policies and limitations.
7. Certain Records. While the Subadviser is not being engaged to serve as
the Corporation's official record keeper, the Subadviser nevertheless hereby
undertakes and agrees to maintain, in the form and for the period required by
Section 204 of the Advisers Act and Rule 204-2 thereunder, all records relating
to the investments of the Portfolio that are required to be maintained by the
Subadviser pursuant to the requirements of Rule 204-2 under the Advisers Act.
The Subadviser will also, in connection with the purchase and sale of securities
for each Portfolio, arrange for the transmission to the custodian for the
Corporation on a daily basis, such confirmation, trade tickets, and other
documents and information, that identify securities to be purchased or sold on
behalf of the Portfolio, as may be reasonably necessary to enable the custodian
to perform its administrative and recordkeeping responsibilities with respect to
the Portfolio.
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The Subadviser agrees that all accounts, books and other records maintained
and preserved by it with respect to the Portfolio 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
Corporation's auditors, the Corporation or any representative of the
Corporation, the Adviser, or any governmental agency or other instrumentality
having regulatory authority over the Corporation.
8. Confidentiality and Proprietary Rights. The Adviser will not, directly
or indirectly, and will not permit its affiliates, employees, officers,
directors, agents, contractors, or the Corporation to, in any form or by any
means, use, disclose, or furnish, to any person or entity, records or
information concerning the business of the Subadviser, except as necessary for
the performance of its duties under this Agreement or the Advisory Agreement, or
as required by law upon prior written notice to the Subadviser. The Subadviser
is the sole owner of the name and xxxx "Xxxxx." The Adviser shall not, and shall
not permit the Corporation to, without prior written consent of the Subadviser,
use the name or xxxx "Janus" or make representations regarding the Subadviser or
its affiliates. Upon termination of this Agreement for any reasons, the Adviser
shall immediately cease, and the Adviser shall cause the Corporation to
immediately cease, all use of the Janus name or any Xxxxx xxxx.
9. Liability of the Subadviser. (a) 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 Subadviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Subadviser) neither the Subadviser nor its
officers, directors, agents, employees, controlling persons, shareholders, and
any other person or entity affiliated with the Subadviser shall be subject to
liability 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 Adviser shall indemnify the Subadviser (and its officers,
directors, partners, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Subadviser) (collectively, the
"Indemnified Parties") from any liability arising from (1) the Subadviser's
conduct under this Agreement, or (2) any untrue statement of a material fact in
the Corporation's registration statement or omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance on information
furnished by the Adviser.
(b) The Subadviser agrees to indemnify and hold harmless the Adviser
and its affiliates and each of its directors and officers and each person,
if any, who controls the Adviser within the meaning of Section 15 of the
1933 Act against any and all losses, claims, damages,
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liabilities or litigation (including legal and other expenses), to which
the Adviser or its 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 (i) any wrongful act or
material breach of this Agreement by the Subadviser resulting from
Subadviser's disabling conduct , or (ii) any untrue statement of a material
fact in the Corporation's registration statement or omission to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, if such statement or omission was made
in reliance on information furnished by the Subadviser; provided, however,
that in no case is the Subadviser's indemnity in favor of any person deemed
to protect such other persons against any liability to which such person
would otherwise be 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 obligation and duties under this
Agreement.
(c) The Subadviser shall not be liable for (i) any acts of the Adviser
or any other subadviser to the Portfolio with respect to the portion of the
assets of a Portfolio not managed by the Subadviser and (ii) acts of the
Subadviser which result from acts of the Adviser, including, but not
limited to, a failure of the Adviser to provide accurate and current
information with respect to any records maintained by the Adviser or any
other subadviser to a Portfolio, which records are not also maintained by
the Subadviser. The Adviser agrees that the Subadviser shall manage the
portion of the assets of a Portfolio allocated to it as if it was a
separate operating portfolio and shall comply with subsections (a) and (b)
of Section I of this Subadvisory Agreement (including, but not limited to,
the investment objectives, policies and restrictions applicable to a
Portfolio and qualifications of a Portfolio as a regulated investment
company under the Code) with respect to the portion of assets of a
Portfolio allocated to the Subadviser. The Adviser shall indemnify the
Indemnified Parties from any liability arising from the conduct of the
Adviser and any other subadviser with respect to the portion of a
Portfolio's assets not allocated to the Subadviser.
10. Permissible Interests. Directors and agents of the Corporation are or
may be interested in the Subadviser (or any successor thereof) as directors,
partners, officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Subadviser are or may be interested in
the Corporation as Directors, or otherwise; and the Subadviser (or any
successor) is or may be interested in the Corporation in some manner.
11. Term of the Agreement. This Agreement shall continue in full force and
effect with respect to each Portfolio 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 Portfolio voting separately
from any other Portfolio of the Corporation.
With respect to each Portfolio, this Agreement may be terminated at any
time, without payment of a penalty by the Portfolio or the Corporation, by vote
of a majority of the
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Directors, or by vote of a majority of the outstanding voting securities (as
defined in the Act) of the Portfolio, voting separately from any other series of
the Corporation, or by the Adviser, on not less than 30 nor more than 60 days'
written notice to the Subadviser. With respect to each Portfolio, this Agreement
may be terminated by the Subadviser at any time, without the payment of any
penalty, on 90 days' written notice to the Adviser and the Corporation.
Notwithstanding the foregoing, the Subadviser may terminate the Agreement upon
60 days' written notice in the event of a breach of the Agreement by the
Adviser. The termination of this Agreement with respect to any Portfolio or the
addition of any Portfolio 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 Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the Advisory Agreement
by and between the Corporation and the Adviser is terminated. The obligations
contained in Section 9 shall survive termination of this Agreement.
12. 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.
13. Amendments. This Agreement may be amended by mutual consent in writing,
but the consent of the Corporation must be obtained in conformity with the
requirements of the Act.
14. 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
control.
15. Separate Series. Pursuant to the provisions of the Articles of
Incorporation, each Portfolio is a separate Portfolio of the Corporation, and
all debts, liabilities, obligations and expenses of a particular Portfolio shall
be enforceable only against the assets of that Portfolio and not against the
assets of any other Portfolio or of the Corporation as a whole.
16. Notices. All notices shall be in writing and deemed properly given when
delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
Subadviser: Janus Capital Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention:
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
000 Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx
Senior Vice President and
General Counsel
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IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of the date first above
written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: ____________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
JANUS CAPITAL CORPORATION
By: ____________________________________
Name:
Title:
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