INVESTMENT ADVISORY AND MANAGEMENT
AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT
AGREEMENT is dated as of January 1, 1999, as amended May 23,
2000, November 29, 2000, August 1, 2002, January 1, 2005, October
3, 2005, June 1, 2006, May 1, 2007, May 1, 2008, November 1, 2008
and January 23, 2012 between SUNAMERICA SERIES TRUST, a
Massachusetts business trust (the "Trust") and SUNAMERICA
ASSET MANAGEMENT CORP., a Delaware corporation (the
"Adviser" or "SAAMCo").
In consideration of the mutual agreements herein made, the
parties hereto agree as follows:
1.
The Trust's Portfolios. The Trust is authorized to issue shares in
separate series, with each series representing interests in a separate
portfolio of securities and other assets, and currently offers shares of
the series set forth in Schedule A attached hereto (the "Portfolios").
It is recognized that additional Portfolios may be added and certain
current Portfolios may be deleted in the future.
2.
Duties of the Adviser. The Adviser shall manage the affairs of the
Trust as set forth herein, either by taking such actions itself or by
delegating its duties to a subadviser pursuant to a written subadvisory
agreement. Such duties shall include, but not limited to, continuously
providing the Trust with investment management, including
investment research, advice and supervision, determining which
securities shall be purchased or sold by each Portfolio of the Trust
and making purchases and sales of securities on behalf of each
Portfolio. The Adviser's management shall be subject to the control
of the Trustees of the Trust (the "Trustees") and in accordance with
the objectives, policies and restrictions for each such Portfolio set
forth in the Trust's Registration Statement and its current Prospectus
and Statement of Additional Information, as amended from time to
time, the requirements of the Investment Company Act of 1940, as
amended (the "Act") and other applicable law, as well as to the
factors affecting the Trust's status as a regulated investment company
under the Internal Revenue Code of 1986, as amended, (the "Code")
and the regulations thereunder and the status of variable contracts
under the diversification requirements set forth in Section 817(h) of
the Code and the regulations thereunder. In performing such duties,
the Adviser shall (i) provide such office space, bookkeeping,
accounting, clerical, secretarial and administrative services (exclusive
of, and in addition to, any such service provided by any others
retained by the Trust or any of its Portfolios) and such executive and
other personnel as shall be necessary for the operations of each
Portfolio, (ii) be responsible for the financial and accounting records
required to be maintained by each Portfolio (including those
maintained by the Trust's custodian), and (iii) oversee the
performance of services provided to each Portfolio by others,
including the custodian, transfer agent, shareholder servicing agent
and subadviser, if any. The Trust acknowledges that the Adviser also
acts as the manager of other investment companies.
With respect to the Cash Management Portfolio, the Adviser hereby accepts
the responsibilities for making the determinations required by Rule 2a-7 under
the Act to be made by the Trustees of the Trust and which are delegable by the
Trustees pursuant to paragraph (e) of such Rule,to the extent that the Trustees
may hereinafter delegate such responsibilities to the Adviser.
The Adviser may delegate certain of its duties under this Agreement with
respect to a Portfolio to a subadviser pursuant to a written agreement, subject
to the approval of the Trustees and a Portfolio's shareholders, as required by
the Act. The Adviser is solely responsible for payment of any fees or other
charges to a subadviser arising from such delegation and the Trust shall have
no liability therefor.
3.
Expenses. The Adviser shall pay all of its expenses arising from the
performance of its obligations under this Agreement and shall pay any salaries,
fees and expenses of the Trustees and any officers of the Trust who are
employees of the Adviser. The Adviser shall not be required to pay any other
expenses of the Trust, 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 stock 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 Trustees who are not employees of the
Adviser or its affiliates, membership dues in the Investment Company Institute,
insurance premium dues in the Investment Company Institute, insurance premiums
and extraordinary expenses such as litigation expenses.
4.
Compensation. (a) As compensation for services performed and the facilities
and personnel provided by the Adviser under this Agreement, the Trust will pay
to the Adviser, promptly after the end of each month for the services rendered
by the Adviser during the preceding month, the sum of
the amounts set forth in Schedule A attached hereto calculated in accordance
with the average daily net assets of the indicated Portfolio.
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), the Adviser agrees to waive such
portion of its advisory fee in excess of the limitation, but such waiver shall
not exceed the full amount of the advisory fee for such year except as may be
elected by Adviser in its discretion. For this purpose, aggregate expenses of
a Portfolio shall include the compensation of the 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 the Adviser to the
Trust, the Trust agrees to reimburse the Adviser for any expenses waived,
provided that such reimbursement does not result in increasing the Trust's
aggregate expenses above the aforementioned expense limitation ratios.
The Adviser'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 the 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.
(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.
5.
Purchase and Sale of Securities. The Adviser shall purchase securities from or
through and sell securities to or through such persons, brokers or dealers as
the Adviser shall deem appropriate in order to carry out the policies with
respect to portfolio transactions as set forth in the Trust's Registration
Statement and its current Prospectus or Statement of Additional Information, as
amended from time to time, or as the Trustees may direct from time to time.
Nothing herein shall prohibit the Trustees from approving the payment by
the Trust of additional compensation to others for consulting services,
supplemental research and security and economic analysis.
6.
Term of Agreement. This Agreement shall continue in full force and effect with
respect to each Portfolio until two years from the date approved by the
Trustees of the Trust in respect of such Portfolio, and from year to year
thereafter so long as such continuance is approved at least annually (i) by the
Trustees by vote cast in person at a meeting called for the purpose of voting
on such renewal, or by the vote of a majority of the outstanding voting
securities (as defined by the Act) of such Portfolio with respect to which
renewal is to be effected, and (ii) by a majority of the non-interested
Trustees by vote cast in person at a meeting called for the purpose of voting
on such renewal. Any approval of this Agreement or the renewal thereof with
respect to a Portfolio by the vote of a majority of the outstanding voting
securities of that Portfolio, or by the Trustees of the Trust which shall
include a majority of the non-interested Trustees, shall be effective to
continue this Agreement with respect to that Portfolio notwithstanding (a) that
this Agreement or the renewal thereof has not been so approved as to any other
Portfolio, or (b) that this Agreement or the renewal thereof has not been so
approved by the vote of a majority of the outstanding voting securities of the
Trust as a whole.
7.
Termination. This Agreement may be terminated at any time as to a Portfolio,
without payment of any penalty, by the Trustees or by the vote of a majority of
the outstanding voting securities (as defined in the Act) of such Portfolio on
sixty (60) days' written notice to the Adviser. Similarly, the Adviser may
terminate this Agreement without penalty on like notice to the Trust provided,
however, that this Agreement may not be terminated by the Adviser unless another
investment advisory agreement has been approved by the Trust in accordance with
the Act, or after six months' written notice, whichever is earlier. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the Act).
8.
Reports. The Adviser shall report to the Trustees, or to any committee or
officers of the Trust acting pursuant to the authority of the Trustees, at such
times and in such detail as shall be reasonable and as the Board may deem
appropriate in order to enable the Trust to determine that the investment
policies of each Portfolio are being observed and implemented and that the
obligations of the Adviser under this Agreement are being fulfilled. Any
investment program undertaken by the Adviser pursuant to this Agreement and any
other activities undertaken by the Adviser on behalf of the Trust shall at all
times be subject to any directives of the Trustees or any duly constituted
committee or officer of the Trust acting pursuant to the authority of the
Trustees.
9.
Records.The Trust is responsible for maintaining and preserving for such period
or periods as the Securities and Exchange Commission may prescribe by rules and
regulations, such accounts, books and other documents as constitute the records
forming the basis for all reports, including financial statements required to
be filed pursuant to the Act and for the Trust's auditor's certification
relating thereto. The Adviser hereby undertakes and agrees to maintain in the
form and for the periods required by Rule 31a-2 under the Act, all records
relating to the Portfolio's investments that are required to be maintained
pursuant to the requirements of Rule 31a-1 of the Act.
The Adviser and the Trust agree that all accounts, books and other records
maintained and preserved by each 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, or any governmental agency or
other instrumentality having regulatory authority over the Trust. It is
expressly understood and agreed that the books and records maintained by the
Adviser on behalf of each Portfolio shall, at all times, remain the property
of the Trust.
10.
Liability of 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 Trust or to any other person 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 or liability under Section 36(b)
of the Act, the Trust shall indemnify the Adviser (and its officers, directors,
agents, employees, controlling persons, shareholders and any other person or
entity affiliated with the Adviser) 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 (A) 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, (B) 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 Trustees who
are neither "interested persons" of the Trust as defined in Section 2(a)(19) of
the Act nor parties to the proceeding ("disinterested, non-party Trustees"), or
(b) an independent legal counsel in a written opinion. The Trust may, by vote
of a majority of the disinterested, non-party Trustees, advance attorneys' fees
or other expenses incurred by officers, Trustees, investment advisers,
subadvisers or principal underwriters, in defending a proceeding upon the
undertaking by or on behalf of the person to be indemnified to repay the
advance unless it is ultimately determined that such person is entitled to
indemnification. Such advance shall be subject to at least one of the
following: (i) the person to be indemnified shall provide adequate security
for his undertaking, (ii) the Trust shall be insured against losses arising by
reason of any lawful advances, or (iii) a majority of a quorum of the
disinterested, non-party Trustees, 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.
11.
Miscellaneous. Anything herein to the contrary notwithstanding, this Agreement
shall not be construed to require, or to impose any duty upon either of the
parties, to do anything in violation of any applicable laws or regulations.
The Declaration of Trust establishing the Trust, a copy of which is on
file in the office of the Secretary of the Commonwealth of Massachusetts,
provides that the name of the Trust refers to the Trustees collectively as
Trustees, not as individuals or personally; and that 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 the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust or any Portfolio; but that the Trust Estate shall be
liable. 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 Trust and the Adviser have caused this Agreement
to be executed by their duly authorized officers as of the date first above
written.
SUNAMERICA SERIES TRUST
By: //s// XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: President
SUNAMERICA ASSET MANAGEMENT CORP.
By: //s// XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
SUNAMERICA SERIES TRUST
SCHEDULE A
to Investment Advisory and Management Agreement
(Effective January 23, 2012)
PORTFOLIO
FEE RATE
(as a % of average
daily net asset value)
Aggressive Growth Portfolio
..75% on first $100 million
..675% on next $150 million
..625% on next $250 million
..600% over $500 million
Alliance Growth Portfolio
..70% on first $50 million
..65% on next $100 million
..60% over $150 million
Balanced Portfolio
..70% on first $50 million
..65% on next $100 million
..60% on next $150 million
..55% on next $200 million
..50% over $500 million
Blue Chip Growth Portfolio
..70% on first $250 million
..65% on next $250 million
..60% over $500 million
Capital Growth Portfolio
..90 on first $50 million
..85% on nest $150 million
..80% over $200 million
Cash Management Portfolio1
..475% on first $100 million
..450% on next $400 million
..425% on next $500 million
..400% over $1 billion
Corporate Bond Portfolio
..70% on first $50 million
..60% on next $100 million
..55% on next $100 million
..50% over $250 million
Xxxxx Venture Value Portfolio
..80% on first $100 million
..75% on next $400 million
..70% over $500 million
"Dogs" of Wall Street Portfolio
..60%
Emerging Markets Portfolio
1.15% on first $100 million
1.10% on next $100 million
1.05% over $200 million
Equity Index Portfolio
..40%
Equity Opportunities Portfolio
..80% on first $50 million
..75% on next $200 million
..70% over $250 million
Foreign Value Portfolio
1.025% on first $50 million
..865% on next $150 million
..775% on next $300million
..750% over $500 million
Fundamental Growth Portfolio
..85% on first $150 million
..80% on next $150 million
..70% over $300 million
Global Bond Portfolio
..75% on first $50 million
..65% on next $100 million
..60% on next $100 million
..55% over $250 million
Global Equities Portfolio
..90% on first $50 million
..80% on next $100 million
..70% on next $150 million
..65% over $300 million
Growth-Income Portfolio
..70% on first $50 million
..65% on next $100 million
..60% on next $150 million
..55% on next $200 million
..50% over $500 million
Growth Opportunities Portfolio
..75% on first $250 million
..70% on next $250 million
..65% over $500 million
High-Yield Bond Portfolio
..70% on first $50 million
..65% on next $100 million
..60% on next $100 million
..55% over $250 million
International Diversified Equities Portfolio
0.85% on first $250 million
0.80% on next $250 million
0.75% over $500 million
International Growth and Income Portfolio
1.00% on first $150 million
..90% on next $150 million
..80% over $300 million
Xxxxxxx Focused Growth Portfolio
..85%
MFS Massachusetts Investors Trust Portfolio
..70% on first $600 million
..65% on next $900 million
..60% over $1.5 billion
MFS Total Return Portfolio
..700% on first $50 million
..650% on next $450 million
..625% for next $250 million
..595% for next $250 million
..575% over $1 billion
Mid-Cap Growth Portfolio
..80% on first $100 million
..75% over $100 million
Real Estate Portfolio
..80% on first $100 million
..75% on next $400 million
..70% over $500 million
Small & Mid Cap Value Portfolio
..95% on first $250 million
..90% over $250 million
Small Company Value Portfolio
1.00% on first $200 million
..92% on next $300 million
..90% over $500 million
SunAmerica Dynamic Allocation Portfolio
0.25% on first $1.5 billion
0.22% on next $1.5 billion
0.20% over $3 billion
Technology Portfolio
1.00% on first $250 million
..95% on next $250 million
..90% over $500 million
Telecom Utility Portfolio
..75% on first $150 million
..60% on next $350 million
..50% over $500 million
Total Return Bond Portfolio
(formerly, Worldwide High Income Portfolio)
..60%
American Funds Growth SAST Portfolio
..85%
American Funds Global Growth SAST Portfolio
..95%
American Funds Growth-Income SAST Portfolio
..85%
American Funds Asset Allocation SAST Portfolio
..85%
1Adviser shall be paid a composite fee based on the aggregate assets it manages
for both SunAmerica Series Trust and Seasons Series Trust Cash Management
Portfolios.
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