STYLE SELECT SERIES, INC.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of
September 17, 1996 by and between Style Select Series, Inc., a Maryland
corporation (the "Corporation"), and SUNAMERICA ASSET MANAGEMENT CORP., a
Delaware corporation (the "Adviser").
W I T N E S S E T H:
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 Portfolio representing separate funds with their own
investment objectives, policies and purposes (each, a "Fund" and collectively,
the "Funds"); and
WHEREAS, the Adviser is engaged in the business of rendering
investment management, advisory and administrative services and is registered
as an investment adviser under the Investment Advisers Act of 1940; and
WHEREAS, the Corporation desires to retain the Adviser to furnish
investment management, advisory and administrative services to the Corporation
and the Funds and the Adviser is willing to furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. Duties of the Adviser. The Adviser shall manage the affairs of the
Funds including, but not limited to, continuously providing the Funds with
investment management, including investment research, advice and supervision,
determining which securities shall be purchased or sold by the Funds, making
purchases and sales of securities on behalf of the Funds and determining how
voting and other rights with respect to securities owned by the Funds shall be
exercised, subject in each case to the control of the Board of Directors of the
Corporation (the "Directors") and in accordance with the objectives, policies
and principles set forth in Corporation's Registration Statement and
the Funds' current Prospectus and Statement of Additional Information, as
amended from time to time, the requirements of the Act and other applicable law.
In performing such duties, the Adviser (i) shall provide such office space, such
bookkeeping, accounting, clerical, secretarial and administrative services
(exclusive of, and in addition to, any such service provided by any others
retained by the Funds or Corporation on behalf of the Funds) and such executive
and other personnel as shall be necessary for the operations of the Funds, (ii)
shall be responsible for the financial and accounting records required to be
maintained by the Funds (including those maintained by Corporation's custodian)
and (iii) shall oversee the performance of services provided to the Funds by
others, including the custodian, transfer and shareholder servicing agent. The
Corporation understands that the Adviser also acts as the manager of other
investment companies.
Subject to Section 36 of the Act, the Adviser shall not be liable to
the Funds or Corporation for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in the management
of the Funds and the performance of its duties under this Agreement except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
this Agreement.
2. Retention by Adviser of Sub-Advisers, etc. In carrying out its
responsibilities hereunder, the Adviser may employ, retain or otherwise avail
itself of the services of other persons or entities including, without
limitation, affiliates of the Adviser, on such terms as the Adviser shall
determine to be necessary, desirable or appropriate. Without limiting the
generality of the foregoing, and subject to the requirements of Section 15 of
the Act, the Adviser may retain one or more sub-advisers to manage all or a
portion of the investment portfolio of a Fund, at the Adviser's own cost and
expense. Retention of one or more sub-advisers, or the employment or retention
of other persons or entities to perform services, shall in no way reduce the
responsibilities or obligations of the Adviser under this Agreement and the
Adviser shall be responsible for all acts and omissions of such sub-advisers,
or other persons or entities, in connection with the performance of the
Adviser's duties hereunder.
3. Expenses. The Adviser shall pay all of its expenses arising from
the performance of its obligations under Section 1 and
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shall pay any salaries, fees and expenses of the Corporation's Directors and
Officers who are employees of the Adviser. The Adviser shall not be required to
pay any other expenses of the Funds, 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 share 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 Directors who are not
employees of the Adviser or its affiliates, membership dues in the Investment
Company Institute, insurance premiums and extraordinary expenses such as
litigation expenses.
4. Compensation of the Adviser. (a) As full compensation for the
services rendered, facilities furnished and expenses paid by the Adviser under
this Agreement, the Corporation agrees to pay to the Adviser a fee at the
annual rates set forth in Schedule A hereto with respect to each Fund indicated
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 is applied to each prior days' net assets in order to calculate
the daily accrual). For purposes of calculating the Adviser's fee with respect
to any Fund, the average daily net asset value of a Fund shall be determined by
taking an average of all determinations of such net asset value during the
month. If the Adviser shall serve for less than the whole of any month the
foregoing compensation shall be prorated.
(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.
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5. Portfolio Transactions. The Adviser 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 Adviser may employ
or deal with such broker-dealers or futures commission merchants as may, in the
Adviser'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 Adviser 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 Adviser 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 Adviser'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 Adviser 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
Adviser's overall responsibilities with respect to such Portfolio and to other
clients as to which the Adviser 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 Adviser may engage 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 Adviser will promptly communicate to
the officers and the Directors of the Corporation such information relating to
Portfolio transactions as they may reasonably request. To the extent consistent
with applicable law, the Adviser may aggregate purchase or sell orders for the
Portfolio with contemporaneous purchase or sell orders of other clients of the
Adviser 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 Adviser in the manner the Adviser 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.
6. Term of Agreement. This agreement shall continue in full force and
effect for two years from the date hereof, and shall
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continue in full force and effect from year to year thereafter if such
continuance is approved in the manner required by the Act and the Adviser has
not notified the Corporation in writing at least 60 days prior to the
anniversary date of the previous continuance that it does not desire such
continuance. With respect to each Fund, this Agreement may be terminated at any
time, without payment of penalty by the Fund or the Corporation, on 60 days
written notice to the Adviser, by vote of the Directors, or by vote of a
majority of the outstanding voting securities (as defined by the Act) of the
Fund, voting separately from any other Portfolio of the Corporation. The
termination of this Agreement with respect to any Fund or the addition of any
Fund 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 Fund
subject hereto. This Agreement shall automatically terminate in the event of its
assignment (as defined by the Act).
The Corporation hereby agrees that if (i) the Adviser ceases
to act as investment manager and adviser to the Corporation and (ii) the
continued use of the Corporation's present name would create confusion in the
context of the Adviser's business, then the Corporation will use its best
efforts to change its name in order to delete the word "SunAmerica" from its
name.
7. Liability of the 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 Corporation or to any shareholder of the Corporation 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 Corporation shall indemnify the Adviser (and its officers,
directors, partners, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Adviser) (collectively, the
"Indemnified
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Parties") 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 (i) a final decision on the merits rendered, by a
court or other body before whom the proceeding was brought, that the person to
be indemnified was not liable by reason of disabling conduct or, (ii) 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 the Directors
who are neither "interested persons" of the Corporation as defined in section
2(a)(19) of the Act nor parties to the proceeding ("disinterested, non-party
Directors") or (b) an independent legal counsel in a written opinion. The
Corporation may, by vote of a majority of the disinterested, non-party
Directors advance attorneys' fees or other expenses incurred by an Indemnified
Party in defending a proceeding upon the undertaking by or on behalf of the
Indemnified Party to repay the advance unless it is ultimately determined that
he is entitled to indemnification. Such advance shall be subject to at least
one of the following: (1) the person to be indemnified shall provide a security
for his undertaking, (2) the Corporation shall be insured against losses
arising by reason of any lawful advances, or (3) a majority of a quorum of the
disinterested, non-party Directors 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.
8. Non-Exclusivity. Nothing in this Agreement shall limit or restrict
the right of any director, officer or employee of the Adviser who may also be a
Director, officer or employee of the Corporation to engage in any other
business or devote his or her time and attention in part to the management or
other aspects of any business, whether of a similar or dissimilar nature, nor
limit or restrict the right of the Adviser to engage in any other business or
to render services of any kind to any other corporation, firm, individual or
association.
9. 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.
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10. 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 apply.
11. Separate Portfolio. Pursuant to the provisions of the
Declaration, each Fund is a separate Portfolio of the Corporation, and all
debts, liabilities, obligations and expenses of a particular Fund shall be
enforceable only against the assets of that Fund and not against the assets of
any other Fund or of the Corporation as a whole.
IN WITNESS WHEREOF, the Corporation and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
STYLE SELECT SERIES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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SCHEDULE A
FEE RATE
(as a % of average
PORTFOLIO daily net asset value)
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Aggressive Growth Portfolio 1.00% of Net Assets
Growth Portfolio 1.00% of Net Assets
Value Portfolio 1.00% of Net Assets
International Equity Portfolio 1.10% of Net Assets
