Exhibit (d)(xvi)
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of November 1, 2005 by and between
AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser"),
and X.X. XXXXXX INVESTMENT MANAGEMENT INC., a Delaware corporation (the
"Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts business
trust (the "Trust"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, as amended from time to time (the
"Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Trust, and
pursuant to which the Adviser may delegate one or more of its duties to a
subadviser pursuant to a written subadvisory agreement; and
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, no par value per share, in separately
designated portfolios 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; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish investment
advisory services to the investment portfolio(s) of the Trust listed on Schedule
A attached hereto (the "Portfolio(s)"), and the Subadviser is willing to furnish
such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. DUTIES OF THE SUBADVISER. The Adviser hereby engages the services of the
Subadviser in furtherance of its Investment Advisory and Management Agreement
with the Trust. Pursuant to this Subadvisory Agreement and subject to the
oversight and review of the Adviser, the Subadviser will manage the investment
and reinvestment of the assets of each Portfolio. The Subadviser will determine,
in its discretion without prior consultation with the Adviser, the securities
and other investments to be purchased or sold, will provide the Adviser with
records concerning its activities which the Adviser or the Trust is required to
maintain, and will render regular reports to the Adviser and to officers and
Trustees of the Trust concerning its discharge of the foregoing
responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust,
may, when it deems appropriate and without prior consultation with the Adviser,
(a) buy,
sell, exchange, convert and otherwise trade in any stocks, bonds and other
investments including money market instruments, whether the issuer is organized
in the United States or outside the United States, (b) place orders for the
execution of such securities transactions with or through such brokers, dealers
or issuers as the Subadviser may select and (c) purchase, sell, exchange or
convert foreign currency in the spot or forward markets as necessary to
facilitate transactions in international securities for the Portfolio(s). The
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
communicate to the Subadviser, and in compliance with (a) the objectives,
policies, restrictions and limitations for the Portfolio(s) as set forth in the
Trust's current prospectus and statement of additional information; and (b)
applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that it will
manage the assets of the Portfolio in compliance with all applicable federal and
state laws, including securities, commodities and banking laws, governing its
operations and investments. Without limiting the foregoing, the Subadviser
represents and warrants that it will manage each Portfolio in compliance with
(a) the applicable provisions of Subchapter M, chapter 1 of the Internal Revenue
Code of 1986, as amended (the "Code") ("Subchapter M") for each Portfolio to be
treated as a "regulated investment company" under Subchapter M; (b) the
diversification requirements specified in the Internal Revenue Service's
regulations under Section 817(h) of the Code; (c) the provisions of the Act and
rules adopted thereunder; (d) applicable state insurance laws that Adviser
notifies the Subadviser are applicable to the investment management of the
Portfolio; (e) the objectives, policies, restrictions and limitations for the
Portfolio(s) as set forth in the Trust's current prospectus and statement of
additional information as most recently provided by the Adviser to the
Subadviser; and (f) the policies and procedures as adopted by the Trustees of
the Trust and communicated to the Subadviser. The Subadviser shall furnish
information to the Adviser, as requested, for purposes of compliance with the
distribution requirements necessary to avoid payment of any excise tax pursuant
to Section 4982 of the Code.
The Subadviser further represents and warrants that to the extent that
any statements or omissions made in any Registration Statement for the Contracts
or shares of the Trust, or any amendment or supplement thereto, are made in
reliance upon and in conformity with information furnished by the Subadviser
expressly for use therein, such Registration Statement and any amendments or
supplements thereto will, when they become effective, conform in all material
respects to the requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder (the "1933 Act") and the Act and will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading.
The Subadviser agrees: (a) to maintain a level of errors and omissions
or professional liability insurance coverage that, at all times during the
course of this Agreement, is appropriate given the nature of its business, and
(b) from time to time and upon reasonable request, to supply evidence of such
coverage to the Adviser.
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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.
2. CUSTODY OF ASSETS.. The Subadviser shall have no responsibility with
respect to the collection of income, physical acquisition or the safekeeping of
the assets of the Portfolio. All such duties of collection, physical acquisition
and safekeeping shall be the sole obligation of the Portfolio's custodian. The
Trust and Adviser shall have full responsibility for the payment of all taxes
due on capital or income held or collected for the Portfolio and the filing of
any returns in connection therewith or otherwise required by law. The Trust and
Adviser shall direct the Portfolio's custodian to comply with all investment
instructions given by Subadviser with respect to the Portfolio. The Portfolio's
custodian shall provide the Subadviser with daily reports regarding the cash
levels in the Portfolio. The Trust and Adviser shall provide Subadviser with
reasonable advance notice of any subsequent changes in the Portfolio's
custodian.
3. PORTFOLIO TRANSACTIONS. (a) The Subadviser is responsible for decisions
to buy or sell securities and other investments for the assets of each
Portfolio, the selection of broker-dealers and futures commission merchants to
execute Portfolio transactions, and the 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 Trustees 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 Trust and its
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respective affiliates, as broker-dealers or futures commission merchants to
effect portfolio transactions in securities and other investments for a
Portfolio; provided, however, that for each Portfolio the total dollar amount of
portfolio transactions which are engaged in with the Subadviser's affiliates,
the Adviser and its affiliates in any fiscal year of the Trust, may not exceed
25% of the value of the Portfolio's total transactions in securities and other
investments during the Trust's prior fiscal year. The Subadviser will promptly
communicate to the Adviser and to the officers and the Trustees of the Trust
such information relating to portfolio transactions as they may reasonably
request. To the extent consistent with applicable law, the Subadviser may
aggregate purchase or sell orders for the Portfolio with contemporaneous
purchase or sell orders of other clients of the Subadviser or its affiliated
persons. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Subadviser
in the manner the Subadviser determines to be equitable and consistent with its
and its affiliates' fiduciary obligations to the Portfolio and to such other
clients. The Adviser hereby acknowledges that such aggregation of orders may not
result in more favorable pricing or lower brokerage commissions in all
instances.
(b) Notwithstanding Section 4(a) above, for such purposes as obtaining
investment research products and services, covering fees and expenses, the
Adviser may request the Subadviser to effect a specific percentage of a
Portfolio's transactions in securities and other investments to certain
broker-dealers and futures commission merchants. In designating the use of a
particular broker-dealer or futures commission merchant, the Adviser and
Subadviser acknowledge:
(1) All brokerage transactions are subject to best execution. As
such, Subadviser will use its best efforts to direct non-risk
commission transactions to a particular broker-dealer or futures
commission merchant designated by the Adviser provided that the
Subadviser obtains best execution;
(2) Such direction may result in the Subadviser paying a higher
commission, depending upon the Subadviser's arrangements with the
particular broker-dealer or futures commission merchant, or such
other factors as market conditions, share values, capabilities of
the particular broker-dealer or futures commission merchant,
etc.;
(3) If the Subadviser directs payments of an excessive amount of
commissions, the executions may not be accomplished as rapidly.
In addition, the Subadviser may forfeit the possible advantage
derived from the aggregation of multiple orders as a single
"bunched" transaction where Subadviser would, in some instances,
be in a better position to negotiate commissions; and
(4) Subadviser does not make commitments to allocate fixed or
definite amounts of commissions to brokers.
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The Adviser acknowledges that the Subadviser may be unable to fulfill
the Adviser's request for direction for a number of reasons, including
but not limited to, those stated above.
4. COMPENSATION OF THE SUBADVISER. The Subadviser shall not be entitled to
receive any payment from the Trust 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 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). For purposes of calculating the
Subadviser's fee, the average daily net asset value of a Portfolio shall mean
the average daily net assets for which the Subadviser actually provides advisory
services, and shall be determined by taking an average of all determinations of
such net asset value during the month. If the Subadviser shall provide its
services under this Agreement for less than the whole of any month, the
foregoing compensation shall be prorated.
5. OTHER SERVICES. At the request of the Trust or the Adviser, the
Subadviser in its discretion may make available to the Trust, office facilities,
equipment, personnel and other services in order to facilitate meetings or other
similar functions. Such office facilities, equipment, personnel and services
shall be provided for or rendered by the Subadviser and billed to the Trust or
the Adviser at the Subadviser's cost.
6. REPORTS. The Trust, 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 Trust as each may reasonably request.
7. STATUS OF THE SUBADVISER. The services of the Subadviser to the Adviser
and the Trust are not to be deemed exclusive, and the Subadviser shall be free
to render similar services to others, including other investment companies and
accounts following the same investment strategy as the Portfolio. 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
Trust in any way or otherwise be deemed an agent of the Trust.
8. ADVERTISING. Subadviser shall not provide or in any way distribute any
sales or advertising materials, whether or not related to the Trust, to any
employee or representative of AIG SunAmerica Capital Services, Inc. ("SACS") or
its affiliates, including wholesaling personnel, unless such material has been
received and approved, in writing, by the Adviser.
9. PROXY VOTING. The Adviser will vote proxies relating to the Portfolio's
securities. The Adviser will vote all such proxies in accordance with such proxy
voting guidelines and
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procedures adopted by the Board of Trustees. The Adviser may, on certain
non-routine matters, consult with the Subadviser before voting proxies relating
to the Portfolio's securities. The Adviser will instruct the custodian and other
parties providing services to the Trust promptly to forward to the proxy voting
service copies of all proxies and shareholder communications relating to
securities held by each Portfolio (other than materials relating to legal
proceedings).
10. CERTAIN RECORDS. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio(s) 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 Act which are
prepared or maintained by the Subadviser on behalf of the Trust are the property
of the Trust and will be surrendered promptly to the Trust or the Adviser on
request.
The 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.
11. REFERENCE TO THE SUBADVISER. Neither the Trust nor the Adviser or any
affiliate or agent thereof shall make reference to or use the name of the
Subadviser or any of its affiliates in any advertising or promotional materials
without the prior approval of the Subadviser, which approval shall not be
unreasonably withheld.
12. 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/trustees, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Subadviser) the Subadviser shall not
be subject to liability to the Adviser (and its officers, directors/trustees,
agents, employees, controlling persons, shareholders and any other person or
entity affiliated with the Adviser) or to the Trust (and its officers,
directors/trustees, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with 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. 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) from
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) ("Losses") arising from the Subadviser's
rendering of services under this Agreement except for Losses resulting from the
Subadviser's disabling conduct.
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(b) The Subadviser does not guarantee the future performance of the
Portfolio or any specific level of performance, the success of any investment
decision or strategy that Subadviser may use, or the success of Subadviser's
overall management of the Portfolio. The Trust and Adviser understand that
investment decisions made for the Portfolio by the Subadviser are subject to
various market, currency, economic, political and business risks, and that those
investment decisions will not always be profitable. Subadviser will manage only
the assets of the Portfolio allocated to its management by the Adviser and in
making investment decisions for the Portfolio.
(c) The Subadviser agrees to indemnify and hold harmless the Adviser
(and its officers, directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the Adviser) and/or
the Trust (and its officers, directors/trustees, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with the Trust)
against any and all Losses to which the Adviser and/or the Trust and their
affiliates or such directors/trustees, officers or controlling person may become
subject under the Act, the 1933 Act, under other statutes, common law or
otherwise, which arise from the Subadviser's disabling conduct, including but
not limited to any material failure by the Subadviser to comply with the
diversification requirements specified in the Internal Revenue Service's
regulations under Section 817(h) of the Code; 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 obligations and duties under this Agreement.
(d) Under no circumstances shall the Adviser or the Subadviser be liable to
any indemnitee for indirect, special or consequential damages, even if the
Adviser or the Subadviser is apprised of the likelihood of such damages.
13. PERMISSIBLE INTERESTS. Trustees and agents of the Trust are or may be
interested in the Subadviser (or any successor thereof) as directors/trustees,
partners, officers, or shareholders, or otherwise; directors/trustees, partners,
officers, agents, and shareholders of the Subadviser are or may be interested in
the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or
may be interested in the Trust in some manner.
14. 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 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.
With respect to each Portfolio, this Agreement may be terminated at
any time, without payment of a penalty by the Portfolio or the Trust, by vote of
a majority of the Trustees, or by vote of a majority of the outstanding voting
securities (as defined in the Act) of the
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Portfolio, voting separately from any other series of the Trust, 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 Trust; provided, however, that this
Agreement may not be terminated by the Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the Act, or after
six months' written notice, whichever is earlier. 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 Trust and the Adviser is terminated.
15. 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.
16. 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.
17. 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.
18. PERSONAL LIABILITY. The Declaration of the Trust establishing the Trust
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and, in accordance with that Declaration, 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," as defined in the Declaration,
only shall be liable.
19. SEPARATE SERIES. Pursuant to the provisions of the Declaration, each
Portfolio is a separate series of the Trust, 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 Trust as a whole.
20. CONFIDENTIALITY. The Subadviser will not disclose or use any records or
information obtained pursuant to this Agreement in any manner whatsoever except
as expressly authorized in this Agreement or as reasonably required to execute
transactions on behalf of the Portfolios, and will keep confidential any
non-public information obtained directly as a result of this service
relationship, and the Subadviser shall disclose such non-public information only
if
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the Adviser or the Board of Trustees has authorized such disclosure by prior
written consent, or if such information is or hereafter otherwise is known by
the Subadviser or has been disclosed, directly or indirectly, by the Adviser or
the Trust to others becomes ascertainable from public or published information
or trade sources, or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities, or to the extent such
disclosure is reasonably required by auditors or attorneys of the Subadviser in
connection with the performance of their professional services or as may
otherwise be contemplated by this Agreement. Notwithstanding the foregoing, the
Subadviser may disclose the total return earned by the Portfolios and may
include such total return in the calculation of composite performance
information.
Notwithstanding the foregoing, to the extent that any market counterparty
with whom the Subadviser deals requires information relating to the Portfolio
(including, but not limited to, the identity of the Portfolio and market value
of the Portfolio), the Sub-Adviser shall be permitted to disclose such
information to the extent necessary to effect transactions on behalf of the
Portfolio in accordance with the terms of this Agreement.
21. CONFIDENTIAL TREATMENT. It is understood that any information or
recommendation supplied by, or produced by, Subadviser in connection with the
performance of its obligations hereunder is to be regarded by the Trust and the
Adviser as confidential and for use only by the Adviser and the Trust.
Furthermore, except as required by law (including, but not limited to
semi-annual, annual or other filings made under the 0000 Xxx) or as agreed to by
the Adviser and Subadviser, the Adviser and Trust will not disclose, in any
manner whatsoever except as expressly authorized in this Agreement, any list of
securities held by the Portfolios for a period of at least 30 days after month
end, except that the Portfolios' top 10 holdings may be disclosed 16 days after
month end. In addition, the Adviser may disclose, earlier than 30 days after
month end, a list of the securities held by the Portfolios to certain third
parties who have entered into a confidentiality agreement with the Trust.
22. ADVISER REPRESENTATIONS. The Adviser represents and warrants to
Subadviser that: (i) the Adviser have full power and authority to appoint
Subadviser to manage the Portfolio in accordance with the terms of this
Agreement, (ii) this Agreement is valid and has been duly authorized, does not
violate any obligation by which the Adviser is bound, and when so executed and
delivered, will be binding upon the Adviser in accordance with its terms subject
to applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and general principles of equity (and the Adviser
agrees to provide Subadviser with evidence of such authority as may be
reasonably requested by Subadviser).
23. DELEGATION TO THIRD PARTIES. Subadviser may employ an affiliate or a
third party to perform any accounting, administrative, reporting and ancillary
services required to enable Subadviser to perform its functions under this
Agreement. Notwithstanding any other provision of the Agreement, Subadviser may
provide information about the Portfolio to any such affiliate or other third
party for the purpose of providing the services contemplated under this clause.
Subadviser will act in good faith in the selection, use and monitoring of
affiliates and other third
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parties, and any delegation or appointment hereunder shall not relieve
Subadviser of any of its obligations under this Agreement.
24. TRADE SETTLEMENT AT TERMINATION. Termination will be without prejudice
to the completion of any transaction already initiated. On, or after, the
effective date of termination, the Subadviser shall be entitled, without prior
notice to the Adviser or the Portfolio, to direct the Portfolio's custodian to
retain and/or realize any assets of the Portfolio as may be required to settle
transactions already initiated, and to pay any outstanding liabilities of the
Subadviser with respect to such transaction. Following the date of effective
termination, any new transactions will only be executed by mutual agreement
between the Adviser and the Subadviser.
25. FORCE MAJEURE. Neither party to this Agreement shall be liable for
damages resulting from delayed or defective performance when such delays arise
out of causes beyond the control and without the fault or negligence of the
offending party. Such causes may include, but are not restricted to, Acts of God
or of the public enemy, terrorism, acts of the State in its sovereign capacity,
fires, floods, earthquakes, power failure, disabling strikes, epidemics,
quarantine restrictions, and freight embargoes.
26. CUSTOMER IDENTIFICATION PROGRAM. To help the government fight the
funding of terrorism and money laundering activities, Subadviser has adopted a
Customer Identification Program, ("CIP") pursuant to which Subadviser is
required to obtain, verify and maintain records of certain information relating
to its clients. In order to facilitate Subadviser's compliance with its CIP,
Adviser and Trust hereby represent and warrant that (i) Portfolio's taxpayer
identification number or other government issued identification number (see
Exhibit A); (ii) all documents provided to Subadviser are true and accurate as
of the date hereof; and (iii) Adviser agrees to provide to Subadviser such other
information and documents that Subadviser requests in order to comply with
Subadviser's CIP.
27. 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: X.X. Xxxxxx Investment Management Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Adviser: AIG SunAmerica Asset Management Corp.
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx
Senior Vice President and
General Counsel
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with a copy to: AIG Retirement Services, Inc.
0 XxxXxxxxxx Xxxxxx
Xxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Deputy 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.
AIG SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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SCHEDULE A
ANNUAL FEE
(AS A PERCENTAGE OF THE AVERAGE
DAILY NET ASSETS THE SUBADVISER
PORTFOLIO(S) MANAGES IN THE PORTFOLIO)
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Global Equities Portfolio .45% on the first $50 million
(Tax ID No. 00-0000000) .40% on the next $100 million
.35% on the next $350 million
.30% thereafter
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