SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of May 1, 2010 by and
between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation
(the Adviser), and COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC,
a Minnesota limited liability company (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; 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 and
subject to the oversight and review of 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 as may be reasonably requested from time
to time. 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 (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,
in performing its responsibilities hereunder, each Portfolio will at all
times be operated and managed (a) in compliance with all applicable
federal and state laws, including securities, commodities and banking
laws, governing its operations and investments; (b) so as not to
jeopardize either the treatment of the variable annuity contracts which
offer the Portfolio(s) (the 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 (c) to minimize any
taxes and/or penalties payable by the Trust or the Portfolio(s). 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 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 as communicated by Adviser to Subadviser
in writing; (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 polices and procedures as adopted
by the Trustees of the Trust as most recently provided by the Adviser
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.
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.
Adviser acknowledges that Subadviser shall have no
responsibility to vote proxies with respect to companies whose securities
are held in that portion of the Portfolio(s) allocated to it by Adviser.
Subadviser shall not be responsible for pursuing rights, including
class action settlements, relating to the purchase, sale, or holding of
securities by the Portfolio(s); provided, however, that Subadviser
shall provide notice to Adviser of any such potential claim of which it
becomes aware and reasonably cooperate with Adviser in any possible
proceeding.
In rendering the services required under this Agreement,
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 in each such instance Subadviser shall provide prior written notice
to Adviser. Subadviser represents that any party to whom it delegates
authority with respect to the services to be provided under this
Agreement shall be bound by a duty of confidentiality to the Subadviser
that is no less restrictive than the duties required of the Subadviser
under this Agreement. The power to delegate duties under this Agreement
shall not relieve the Subadviser of any liability for such delegate's
acts, that if done by the Subadviser, would result in liability to the
Subadviser.
Subadviser does not warrant that the portion of the assets
of the Portfolio(s) managed by Subadviser will achieve any particular
rate of return or that its performance will match that of any benchmark
index or other standard or objective.
Adviser has delivered or will deliver to Subadviser current
copies of the Trust's Prospectus and Statement of Additional Information,
and all applicable supplements thereof, and will promptly deliver to
Subadviser all future amendments and supplements, if any.
Adviser will provide Subadviser access to a list of the
affiliates of Adviser or the Portfolio(s) to which investment restrictions
apply, which list will specifically identify (a) all companies in which
the Portfolio(s) may not invest, together with ticker symbols and/or
CUSIP numbers for all such companies, and (b) any affiliated brokers and
any restrictions that apply to the use of those brokers by the
Portfolio(s). Adviser will notify Subadviser any time a change to such
list is made.
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 12d31 under
the Act.
2. Portfolio Transactions. (a) The Subadviser is responsible
for decisions to buy or sell securities and other investments for the
assets of each Portfolio, brokerdealers and futures commission merchants'
selection, and negotiation of brokerage commission and futures commission
merchants rates; provided, however, that such orders shall be consistent
with Subadviser's brokerage policy; conform with federal securities laws;
and be consistent with seeking best execution. 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 the
execution was appropriate or the amount of commission was reasonable in
relation to the value of the brokerage and/or 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 17e1 thereunder, the
Subadviser may engage its affiliates, the Adviser and its affiliates
or any other subadviser to the Trust and its respective affiliates,
as broker dealers or futures commission merchants to effect portfolio
transactions in securities and other investments for a Portfolio. 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 2(a) above, for such purposes as
obtaining investment research products and services, covering fees
and expenses, the Adviser may direct 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 brokerdealer 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 brokerdealer 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 brokerdealer 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. As such the Subadviser may be
unable to fulfill the Adviser's request for direction due to the reasons
stated above.
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 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.
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 31a2
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 31a1
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.
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. 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) 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 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) arising
from Subadviser's rendering of services under this Agreement.
(b) 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) against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses), to which the Adviser and/or the Trust and their affiliates
or such directors/trustees, officers or controlling persons become
subject under the 1933 Act, under other statutes, at common law or
otherwise, arising out of or resulting from any disabling conduct
on the part of the Subadviser, including but not limited to any material
failure by the Subadviser to comply with the provisions and
representations and warranties set forth in Section 1 of this
Agreement which arises out of or results from Subadviser's disabling
conduct; 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.
9. 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 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. 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. Notwithstanding the
foregoing, in the event the Securities and Exchange Commission issues
an order conditionally or unconditionally exempting such assignment
from the provisions of Section 15(a) of the Act, this Agreement shall
continue in full force and effect, subject to any terms or conditions
of such order.
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 with 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, as defined in the Declaration,
only shall be liable.
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.
16. 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: Columbia Management Investment
Advisers, LLC
Xxxx Xxxxxxxx Director of Administration
Asset Management Product Group
000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000
Office: 000.000.0000 Fax: 000.000.0000
xxxx.x.xxxxxxxx@xxxx.xxx
xxxxxxxxxxx.xxx
Adviser: SunAmerica Asset Management Corp.
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 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, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx
Senior Vice President and
General Counsel
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 and Chief Executive Officer
COLUMBIA MANAGEMENT INVESTMENTS
ADVISERS, LLC
By: s XXX X. XXXXXXX
Name: Xxx X. Xxxxxxx
Title: Senior Vice President
SCHEDULE A
Portfolio(s)Annual Fee
(as a percentage of the average daily net assets the Subadviser
manages in the portfolio)Technology Portfolio 0.500% on the
first $150 million
0.450% on the next $100 million
0.425% over $250 million
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