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SUBADVISORY AGREEMENT
BETWEEN SUNAMERICA ASSET MANAGEMENT CORP.
AND
XXXXXXX XXXXX ASSET MANAGEMENT,
A SEPARATE OPERATING DIVISION OF
XXXXXXX, SACHS & CO.
It is hereby agreed by and between SUNAMERICA ASSET MANAGEMENT
CORP. (the "Adviser") and XXXXXXX XXXXX ASSET MANAGEMENT, A SEPARATE OPERATING
DIVISION OF XXXXXXX, SACHS & CO. ("Subadviser") as follows:
1.
DUTIES OF SUBADVISER. Adviser hereby engages the services of Subadviser in
furtherance of its Investment Advisory and Management Agreement with SunAmerica
Series Trust (the "Trust") dated as of January 1, 1999, on behalf of the Asset
Allocation Portfolio (the "Portfolio"). Pursuant to this Sub-Advisory Agreement
and subject to the oversight and review of Adviser, Subadviser will manage the
investment and reinvestment of the assets of the Portfolio. In this regard,
Subadviser will determine in its discretion the securities to be purchased or
sold, will provide Adviser with records concerning its activities which Adviser
or the Trust is required to maintain, and will render regular reports to
Adviser and to officers and Trustees of the Trust concerning its discharge of
the foregoing responsibilities. 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 in compliance with the objectives, policies,
and limitations for the Portfolio set forth in the Trust's current prospectus
and statement of additional information, and applicable laws and regulations.
Adviser agrees to inform Subadviser of any and all requirements of the
California Insurance Code and regulations thereunder that operate to limit or
restrict the investments the Portfolio may otherwise make, and to inform
Subadviser promptly of any changes in such requirements. 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.
PORTFOLIO TRANSACTIONS. Subadviser is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities and
is directed to use its best efforts to obtain the best price and execution.
Subject to policies established by the Trustees of the Trust, Subadviser may
also be authorized to effect individual securities transactions at commission
rates in excess of the minimum commission rates available, if Subadviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or
Subadviser's overall
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responsibilities with respect to a Portfolio, other portfolios of the Trust and
other clients of Subadviser. The execution of such transactions shall not be
deemed to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Subadviser will promptly communicate to Adviser and to
the officers and the Trustees of the Trust such information relating to
portfolio transactions as they may reasonably request.
3.
COMPENSATION OF SUBADVISER. As its compensation hereunder, the Adviser shall
pay to Subadviser promptly after the end of each month, a fee calculated in
accordance with the average daily net assets of the indicated Portfolio as
follows:
Asset Allocation Portfolio:
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.40% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $100 million;
.20% per annum thereafter.
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), as a result of which Adviser is
required to reduce or refund its advisory and management fee payable by a
Portfolio, Subadviser agrees to waive such portion of its subadvisory fee in
the same proportion as the fees waived by the Adviser bear to the total
advisory and management fee paid by such Portfolio. Such waiver, however,
shall not exceed the full amount of the subadvisory fee for such year except as
may be elected by Subadviser in its discretion. For this purpose, aggregate
expenses of a Portfolio shall include the compensation of 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 Subadviser
to Adviser, Adviser agrees to reimburse Subadviser for any expenses waived,
provided that Adviser has been reimbursed by the Trust.
Subadviser'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 a 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.
4.
REPORTS. Adviser and 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
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as each may reasonably request.
5.
STATUS OF SUBADVISER. The services of Subadviser to Adviser and the Trust are
not to be deemed exclusive, and Subadviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. 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.
6.
CERTAIN RECORDS. Subadviser hereby undertakes and agrees to maintain, in the
form and for the period required by Rule 31a-2 under the Investment Company Act
of 1940, all records relating to the Portfolio's investments 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 Investment
Company Act of 1940 which are prepared or maintained by Subadviser on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust or Adviser on request.
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.
7.
REFERENCE TO SUBADVISER. Neither the Trust nor Adviser or any affiliate or
agent thereof shall make reference to or use the name of Subadviser or any of
its affiliates in any advertising or promotional materials without the prior
approval of Subadviser, which approval shall not be unreasonably withheld.
Subadviser agrees to notify Adviser of any changes in the membership of the
general partners of Subadviser as soon as practicable prior to such change.
8.
LIABILITY OF SUBADVISER. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties ("disabling
conduct") hereunder on the part of Subadviser (and its officers, directors,
agents, partners, employees, controlling persons, shareholders and any other
person or entity affiliated with Subadviser ("associated persons")), Subadviser
and its associated persons shall not be subject to liability to the Adviser or
to any other person for any act or omission in the course of, or connected
with, rendering services hereunder (including, without limitation, as a result
of failure by Adviser, by any other affiliate of Anchor National Life Insurance
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Company ("ANLIC"), or by ANLIC, to comply with this Agreement or the
requirements of Section 10506 of the California Insurance Code and regulations
duly adopted pursuant to such Section or, as a result of any error of judgment
or mistake of law or for any loss suffered by Advisor or any other person in
connection with the matters to which this Agreement relates), except to the
extent specified in Section 36(b) of the Investment Company Act of 1940
concerning loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.
Adviser hereby indemnifies, defends and protects Subadviser and holds
Subadviser and its associated persons harmless from and against any and all
claims, demands, actions, losses, damages, liabilities, costs, charges, counsel
fees and expenses of any nature ("Losses") arising out of (i) any inaccuracy or
omission in any prospectus, registration statement, annual report or proxy
statement or advertising or promotional material pertaining to the Portfolio
("Documents") to the extent such Document contains information not supplied to
Adviser by Subadviser for inclusion in such Document, (ii) any breach of
Adviser of any representation or agreement contained in this Subadvisory
Agreement, (iii) any failure by Adviser, by any other affiliate of ANLIC, or by
ANLIC, to comply with the requirements of Section 10506 of the California
Insurance Code and regulations duly adopted pursuant to such Section, and (iv)
any action taken or omitted to be taken by Subadviser pursuant to this
Subadvisory Agreement, except to the extent such Losses result from
Subadviser's breach of this Subadvisory Agreement or Subadviser's disabling
conduct. Subadviser hereby indemnifies, defends and protects Adviser and holds
Adviser harmless from and against any and all Losses arising out of
Subadviser's disabling conduct.
9.
DURATION AND TERMINATION. This Agreement shall continue in full force and
effect with respect to a Portfolio until the earlier of (a) two years from the
date this Agreement is approved by the Trustees, or (b) 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 in the Investment Company Act of 1940), 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 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, provided, however, that if the
shareholders fail to approve the Agreement as provided herein, Subadviser may
continue to serve hereunder in the manner and to the extent permitted by the
Investment Company Act of 1940 and rules thereunder. The foregoing requirement
that continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the Investment Company Act of
1940 and the rules and regulations thereunder.
This Agreement may be terminated at any time, without the payment of any
penalty by vote of a majority of the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities
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of a Portfolio on not less than 30 days nor more than 60 days written notice to
Subadviser or by Subadviser at any time without the payment of any penalty, on
90 days written notice to Adviser and the Trust; provided, however, that this
Agreement may not be terminated by Subadviser unless another subadvisory
agreement has been approved by the Trust in accordance with the Investment
Company Act of 1940, or after six months' written notice, whichever is earlier.
This Agreement shall automatically terminate in the event of its assignment (as
defined in the Investment Company Act of 1940). Any notice under this
Agreement shall be given in writing, addressed and delivered, or mailed postage
prepaid, to the other party at any office of such party.
As used in this Section 11, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the Investment Company Act of 1940
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the Investment
Advisory and Management Agreement by and between the Trust on behalf of the
Portfolio and Adviser referred to in Section 1 is terminated.
10.
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.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and 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.
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of January 1, 1999.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/Authorized Signatory
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XXXXXXX XXXXX ASSET MANAGEMENT,
A SEPARATE OPERATING DIVISION OF
XXXXXXX, SACHS & CO.
BY: XXXXXXX, XXXXX & CO.
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By: /s/Authorized Signatory
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