SUBADVISORY AGREEMENT
Exhibit 28(d)(xxv)
This SUBADVISORY AGREEMENT is dated as of June 1, 2010 by and between SUNAMERICA ASSET
MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and INVESCO ADVISERS, 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 (the “Advisory Agreement”), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Trust; 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 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 or portfolios of the Trust listed in Schedule A 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. 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 listed. The Subadviser will
determine in its discretion and subject to the oversight and review of the Adviser, the securities
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 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(s) set forth in the Trust’s current prospectus and statement of additional
information, and applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in
Schedule A will at all times be operated and managed (1) in compliance with all
applicable federal and state laws; (2) so as not to jeopardize either the treatment of the Polaris
variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter
“Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended
(the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state
where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the
Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios’
(1) qualification, election and maintenance of such election by each Portfolio to be treated as a
“regulated investment company” under subchapter M, chapter 1 of the Code, and (2) compliance with
(a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements
specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c)
applicable state insurance laws; (d) applicable federal and state securities, commodities and
banking laws; and (e) 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 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.
The Subadviser also represents and warrants that in furnishing services hereunder, the
Subadviser will not consult with any other subadviser of the Portfolios or other series of the
Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to
other investments companies that are under common control with the Trust, concerning transactions
of the Portfolios in securities or other assets, other than for purposes of complying with the
conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.
2. Portfolio Transactions. The 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. In selecting such broker or dealers, the
Subadviser shall consider all relevant factors, including price (including the applicable brokerage
commission or dealer spread), 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 or dealer involved, the quality of the service, the difficulty of execution, the
execution capabilities and operations facilities of the firm involved, and 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 Subadviser
shall not be deemed to have acted unlawfully or to have breached any duty created by
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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. 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.
3. 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 the Subadviser a
fee at the annual rates set forth in Schedule A hereto with respect to 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 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.
4. Reports. 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.
5. 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 so long as its services to the Trust 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 Trust in any way or otherwise be deemed
an agent of the Trust.
6. 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.
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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.
7. 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.
8. Indemnification. The Adviser agrees to indemnify and hold harmless the
Subadviser and its affiliates and each of its directors and officers and each person, if any, who
controls the Subadviser within the meaning of Section 15 of the 1933 Act against any and all
losses, claims, damages, liabilities or litigation (including legal and other expenses), to which
the Subadviser or its affiliates or such directors, officers or controlling person may become
subject under the 1933 Act, under any other statute, at common law or otherwise, which may be based
upon any wrongful act or breach of this Agreement by the Adviser; provided, however, that in no
case is the Adviser’s indemnity in favor of any person deemed to protect such person against any
liability to which such person would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of his, her or its duties or by reasons of his, her
or its reckless disregard of obligations and duties under this Agreement.
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, 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 breach of
this Agreement by the Subadviser, or (ii) any failure by the Subadviser to comply with the
representations and warranties set forth in Section 1 of this Agreement; 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.
9. Term of the 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 this Agreement is
approved by the Trustees, or (b) the first meeting of the shareholders of the Portfolio of the
Trust 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 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 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
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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, the Subadviser may continue to serve
hereunder in the manner and to the extent permitted by the Act 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 Act and the rules and regulations
thereunder.
With respect to each Portfolio, this Agreement may be terminated at any time, without payment
of 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 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.
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.
11. Amendments. This Agreement may be amended by mutual consent in writing, but the
consent of the Trust must be obtained in conformity the requirements of the Act.
12. 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.
13. 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” only shall be liable.
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14. 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.
15. 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 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.
The Adviser and the Trust each understand, acknowledge, and agree that the Portfolio is
managed by the Subadviser using investment models which are used by the Subadviser and its
affiliates to manage other accounts (specifically including, but not limited to, other registered
investment companies), that such other accounts may have portfolio holdings that are substantially
similar or identical to those of the Portfolio, and that the use of portfolio holdings information
related to such other accounts is not subject to the restrictions of this Agreement or the
Portfolio’s policies and procedures related to the disclosure of portfolio holdings.
16. Delegation. In rendering the services required under this Agreement, the
Subadviser may, consistent with applicable law and regulations, from time to time employ, delegate
or associate with itself such affiliated or unaffiliated person or persons as it believes necessary
to assist it in carrying out its obligations under this Agreement, provided, however, that any such
delegation shall not involve any such person serving as an “investment adviser” to the Portfolio
within the meaning of the 1940 Act. The Subadviser shall remain liable to the Adviser for the
performance of the Subadviser’s obligations hereunder and for the acts and omissions of such other
person, and the Adviser shall not be responsible for any fees that such person may charge to the
Subadviser for such services.
17. 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:
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Subadviser:
|
Invesco Advisers, Inc. | |
| c/o Invesco Aim Management Group, Inc. | ||
| 00 Xxxxxxxx Xxxxx, Xxxxx 000 | ||
| Xxxxxxx, Xxxxx 00000 | ||
| Attention: General Counsel | ||
Adviser:
|
SunAmerica Asset Management Corp. | |
| Harborside Financial Center | ||
| 0000 Xxxxx 0 | ||
| Xxxxxx Xxxx, Xxx Xxxxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxxx | ||
| Senior Vice President | ||
| and General Counsel | ||
with a copy to:
|
SunAmerica Retirement Markets | |
| 0 XxxXxxxxxx Xxxxxx | ||
| Xxxxxxx Xxxx | ||
| Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 | ||
| Attention: Xxxxxxx Xxxxxx | ||
| 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: | /s/ XXXXX X. XXXXXXX | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | President & Chief Executive Officer | |||
| INVESCO ADVISERS, INC. |
||||
| By: | /s/ XXXXXX XXXXXXXXXXX | |||
| Name: | Xxxxxx Xxxxxxxxxxx | |||
| Title: | Senior Vice President | |||
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Schedule A
| Annual Fee | ||||
| (as a percentage of the average | ||||
| daily net assets the Subadviser | ||||
| Portfolio | manages in the portfolio) | |||
Growth Opportunities Portfolio |
0.50 | % | ||
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