SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of April 16, 2002 by and
between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the
"Adviser"), and BOSTON PARTNERS ASSET MANAGEMENT, L.P. a Delaware limited
partnership (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Style Select Series, Inc., a Maryland
corporation (the "Corporation"), have entered into an Investment Advisory and
Management Agreement dated as of January 1, 1999, (the "Advisory Agreement")
pursuant to which the Adviser has agreed to provide investment management,
advisory and administrative services to the Corporation; and
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 series 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 series of the Corporation listed on Schedule
A attached hereto (the "Portfolio"), 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 Corporation. Pursuant to this Subadvisory Agreement and
subject to the oversight and review of the Adviser, the Subadviser will manage
the investment and reinvestment of that portion of the assets of each Portfolio
listed on Schedule A attached hereto (the "Assets"). 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 Corporation is
required to maintain, and will render regular reports to the Adviser and to
officers and Directors of the Corporation concerning its discharge of the
foregoing responsibilities. The Subadviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Directors of the
Corporation and in compliance with such policies as the Directors of the
Corporation may from time to time establish and communicate in writing to
Subadviser, and in compliance with (a) the relevant objectives, policies, and
limitations for each Portfolio set forth in the Corporation's
current prospectus and statement of additional information as provided to
Subadviser, and (b) applicable laws and regulations governing Subadviser's
obligations under this Agreement.
The Subadviser represents and warrants to the Adviser that the Assets
of each Portfolio set forth in Schedule A managed by it will at all times be
managed by Subadviser in compliance with all applicable federal and state laws
governing Subadviser's obligations under this Agreement. Without limiting the
foregoing and subject to Section 9(c) hereof, the Subadviser represents and
warrants (1) that the Subadviser's management of the Assets of each Portfolio
will be designed to achieve qualification by each Portfolio to be treated as a
"regulated investment company" under subchapter M, chapter 1 of the Internal
Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the
provisions of the Act and rules adopted thereunder that relate to the investment
of Portfolio assets, including depositing those assets in custody with
institutions designated by the Corporation; and (b) applicable federal and state
securities and commodities laws (other than state securities laws relating to
the amount of Portfolio shares that may be sold in a particular state); provided
that for purposes of Section 17(a), (d) and (e), the Subadviser shall effect
compliance only in relation to its own affiliates and to affiliated persons
identified to it in writing by the Adviser. The Subadviser further represents
and warrants that only with respect to any statements or omissions made in any
Registration Statement for shares of the Corporation, or any amendment or
supplement thereto, 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
shall not be responsible for any expenses incurred by the Corporation, the
Adviser, or a Portfolio.
2. PORTFOLIO TRANSACTIONS. (a) The Subadviser is responsible for
decisions, and is hereby authorized, to buy or sell securities and other
investments for each Portfolio, broker-dealers and futures commission merchants'
selection, and negotiation of brokerage commission and futures commission
merchants' rates. In executing Portfolio transactions, the Subadviser will
employ or deal with such broker-dealers or futures commission merchants that, in
the Subadviser's reasonable judgement, provide best execution. In selecting such
broker-dealers or futures commission merchants, the Subadviser 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
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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 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 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. 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
Subadviser may engage its affiliates, the Adviser and 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 Subadviser will
promptly communicate to the Adviser and 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 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,
and rewarding sales or distribution, 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 broker-dealer or futures commission
merchant, the Adviser and Subadviser acknowledge: 1) all brokerage transactions
are subject to best execution, and Subadviser will, to the extent consistent
with its obligation of best execution, use its best efforts to direct commission
transactions to a particular broker-dealer or futures commission merchant
designated by the Adviser; 2) such direction may result in the Portfolio paying
a higher commission, depending upon the arrangements negotiated between the
Corporation or its Adviser and the particular broker-dealer or futures
commission merchant; 3) if the Subadviser directs payments to a particular
broker-dealer or futures commission merchant designated by the Adviser in excess
of the percentage of Portfolio transactions specified by the Adviser, the
executions may not be accomplished as rapidly and may cause Subadviser to
determine that best execution cannot be obtained; 4) the Portfolio may forfeit
the possible advantage derived from the aggregation of multiple orders as a
single "bunched" transaction, orders for the Portfolio may be placed on a
stand-
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alone basis and may be executed after Subadviser's bunched orders, the price and
commission rates obtained by the Portfolio may be less favorable than that
obtained in a bunched order where Subadviser would, be in a better position to
negotiate commissions; and 5) Subadviser does not make commitments to allocate
fixed or definite amounts of commissions to brokers, and nothing in this Section
2(b) constitutes a binding obligation or agreement on the part of the Subadviser
to direct a particular percentage of a Portfolio's transactions to one or more
brokers-dealers or futures commission merchants. Collectively, the foregoing
factors may result in the Portfolio paying higher transaction and execution
costs. 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 Corporation 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
portion of 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).
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. PROXY VOTING. The Subadviser will vote proxies relating to the Assets
of each Portfolio for which Subadviser exercises investment discretion.
Subadviser will vote all such proxies in accordance with such proxy voting
guidelines as Subadviser may, from time to time, establish. Subadviser will not,
however, advise or act for the Adviser, the Corporation or a Portfolio in any
legal proceedings, including bankruptcies or class actions, involving securities
held or previously held by a Portfolio or the issuers of these securities
("Legal Proceedings"). The Adviser will instruct the custodian and other parties
providing services to the Corporation promptly to forward to Subadviser copies
of all proxies and shareholder communications relating to securities held by
each Portfolio (other than materials relating to Legal Proceedings). The Adviser
agrees that Subadviser will not be responsible or liable for failing to vote any
proxies where it has not received such proxies or related shareholder
communications on a timely basis.
5. REPORTS. The Corporation, 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 Corporation as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the
Adviser and the Corporation 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 Corporation are not impaired thereby. The Subadviser shall be deemed to be
an independent contractor and shall, unless otherwise expressly provided or
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authorized, have no authority to act for or represent the Corporation in any way
or otherwise be deemed an agent of the Corporation.
It is understood that the Subadviser performs investment advisory services for
various clients other than the Adviser, including accounts of clients in which
the Subadviser or associated persons have a beneficial interest. The Subadviser
may give advice and take action in the performance of its duties with respect to
any of its other clients which may differ from the advice given, or the timing
or nature of action taken, with respect to the Assets of each Portfolio. Nothing
in this Agreement shall be deemed to impose upon the Subadviser any obligation
to purchase or sell for a Portfolio any security or other property which the
Subadviser purchases or sells for its own accounts or for the account of any
other client.
7. 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 that are required to be
maintained by the Corporation 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 Corporation are the
property of the Corporation and will be surrendered promptly to the Corporation
or the Adviser on request; provided, however, that Subadviser may retain copies
of such records.
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 Corporation's
auditors, the Corporation or any representative of the Corporation, the Adviser,
or any governmental agency or other instrumentality having regulatory authority
over the Corporation.
8. REFERENCE TO THE SUBADVISER. Neither the Corporation nor the Adviser
or any affiliate or agent thereof shall make reference to or use the name or
logo 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.
9. 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, 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, its officers, directors, agents,
employees, controlling persons or shareholders or 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 Adviser shall indemnify the
Subadviser (and its
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officers, directors, partners, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the Subadviser)
(collectively, the "Indemnified Parties") from any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) arising from the Subadviser's providing services under this Agreement
or the sale of securities of the Corporation.
(b) 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 reasonable 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 breach of this Agreement by the Subadviser; provided, however,
that in no case shall Subadviser be obligated to indemnify or hold harmless the
Adviser or its affiliates or such directors, officers or controlling 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.
(c) The Subadviser shall not be liable to the Adviser its officers,
directors, agents, employees, controlling persons or shareholders or to the
Corporation or its shareholders for (i) any acts of the Adviser or any other
subadviser to a Portfolio with respect to the portion of the assets of a
Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result
from or are based upon acts of the Adviser, including, but not limited to, a
failure of the Adviser to provide accurate and current information with respect
to any records maintained by Adviser or any other subadviser to a Portfolio,
which records are not also maintained by the Subadviser or, to the extent such
records relate to the portion of the assets managed by the Subadviser, otherwise
available to the Subadviser upon reasonable request. The Adviser and Subadviser
each agree that the Subadviser shall manage the portion of the Assets of a
Portfolio allocated to it as if it was a separate operating portfolio and shall
comply with subsections (a) and (b) of Section 1of this Subadvisory Agreement
(including, but not limited to, the investment objectives, policies and
restrictions applicable to a Portfolio and qualifications of a Portfolio as a
regulated investment company under the Code) only with respect to the portion of
Assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the
Indemnified Parties from any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) arising from the
conduct of the Adviser, the Corporation and any other subadviser with respect to
the portion of a Portfolio's assets not allocated to the Subadviser and with
respect to any other portfolio of the Corporation.
10. CONFIDENTIALITY. Subject to the duty of the Subadviser, the Adviser
and the Corporation to comply with applicable law, including any demand of any
regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all information pertaining to the Portfolio and the
actions of the Subadviser, the Adviser and the Corporation in respect thereof.
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11. PERMISSIBLE INTERESTS. Directors and agents of the Corporation are or
may be interested in the Subadviser (or any successor thereof) as directors,
partners, officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Subadviser are or may be interested in
the Corporation as Directors, or otherwise; and the Subadviser (or any
successor) is or may be interested in the Corporation in some manner.
12. 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 Directors of
the Corporation 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 Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Portfolio voting separately
from any other series of the Corporation.
With respect to each Portfolio, this Agreement may be terminated at
any time, without payment of a penalty by the Portfolio or the Corporation, by
vote of a majority of the Directors, 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 Corporation, 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 60 days' written notice to the Adviser
and the Corporation. 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 Corporation and the Adviser is terminated.
13. SEVERABILITY. This Agreement constitutes the entire Agreement between
the parties hereto. 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.
14. 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.
15. 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.
16. SEPARATE SERIES. Pursuant to the provisions of the Articles of
Incorporation and the General Laws of the State of Maryland, each Portfolio is a
separate series of the Corporation, and all
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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 Corporation as a whole.
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:
Subadviser: Boston Partners Asset Management, L.P.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Principal
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
000 Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxx
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:
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Name: Xxxxx X. Xxxxxxx
Title: President & CEO
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: BOSTON PARTNERS INC., (D/B/A BPAM INC., IN CA)
THE GENERAL PARTNER
By:
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Name: Xxxxxxx X. Xxxxx
Title: Treasurer
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