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 and May 1, 2008
between
SUNAMERICA SERIES TRUST, a Massachusetts business trust
(the "Trust") and AIG 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 Trusteespursuant 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,
withoutpayment 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:
Name: Xxxx X. Xxxxx
Title: President
AIG SUNAMERICA ASSET
MANAGEMENT CORP.
By:
Name: Xxxxx X. Xxxxxxx
Title:President and Chief
Executive Officer
SUNAMERICA SERIES TRUST
SCHEDULE A
to Investment Advisory and Management Agreement
(Effective May 1, 2008)
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
..70% on first $50 million
..65% over $50 million
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
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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