Exhibit 99(d)(ii)
[FORM OF]
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of November 1, 2001 by
and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware Trust (the "Adviser"),
and AMERICAN INTERNATIONAL GROUP GLOBAL INVESTMENT CORP. a corporation organized
under the laws of New Jersey (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Equity Funds, 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
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 common stock 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 Trust listed on
Schedule A attached hereto (the "Fund"), 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. (a) The Adviser hereby engages the
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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 a portion of the assets of each Fund listed
on Schedule A attached hereto. 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 of the Trust is required to maintain, and will
render regular reports to the Adviser and to officers and Directors of the Trust
concerning its discharge of the foregoing responsibilities. The Subadviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Directors of the Trust and in compliance with such policies as the
Directors of the Trust may from time to time establish, and in compliance with
(a) the objectives, policies, and limitations for the Fund 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 the
portion of the assets which it manages of the Fund set forth in Schedule A will
at all times be operated and managed in compliance with all applicable federal
and state laws governing its operations and investments. Without limiting the
foregoing, the Subadviser represents and warrants (1) qualification, election
and maintenance of such election by each Fund 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; (b) applicable federal and state
securities, commodities and banking laws; and (c) 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 shares of the
Trust, or any amendment or supplement thereto, are made in reliance upon and in
conformity with information furnished by the Subadviser expressly for use
therein, such Registration Statement and any amendments or supplements thereto
will, when they become effective, conform in all material respects to the
requirements of the Securities Act of 1933 and the rules and regulations of the
Commission thereunder (the "1933 Act") and the Act and will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading.
The Subadviser accepts such employment and agrees, at its own
expense, to render the services set forth herein and to provide the office
space, furnishings, equipment and personnel required by it to perform such
services on the terms and for the compensation provided in this Agreement.
(b) The Subadviser agrees to maintain a level of errors and
omissions or professional liability insurance coverage that is from time to time
satisfactory to the Adviser.
2. Fund Transactions. The Subadviser is responsible for decisions
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to buy or sell securities and other investments for a portion of the assets of
each Fund, broker-dealers and futures commission merchants' selection, and
negotiation of brokerage commission and futures commission merchants' rates. As
a general matter, in executing Fund transactions, the Subadviser may employ or
deal with such broker-dealers or futures commission merchants as may, in the
Subadviser's best judgement, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission rates. 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 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 Fund to pay a member of an exchange, broker or
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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 Fund and to
other clients as to which the Subadviser exercises investment discretion. In
accordance with Section 11 (a) of the 1934 Act and Rule 11 a2-2(T) thereunder,
and subject to any other applicable laws and regulations including Section 17(e)
of the Act and Rule l7e-1 thereunder, the Subadviser may engage its affiliates,
the Adviser and its affiliates or any other subadviser to the Trust and its
respective affiliates, as brokerdealers or futures commission merchants to
effect Fund transactions in securities and other investments for a Fund. The
Subadviser will promptly communicate to the Adviser and to the officers and the
Directors of the Trust such information relating to Fund transactions as they
may reasonably request. To the extent consistent with applicable law, the
Subadviser may aggregate purchase or sell orders for the Fund 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 affiliate' fiduciary obligations to the Fund 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.
3. Compensation of the Subadviser. The Subadviser shall not be
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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
portion of the assets managed by the Subadviser for each Fund 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. Other Services. At the request of the Trust or the Adviser,
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the Subadviser in its discretion may make available to the Trust, office
facilities, equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered by the
Subadviser and billed to the Trust or the Adviser at the Subadviser's cost.
5. Reports. The Trust, the Adviser and the Subadviser agree to
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furnish to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders, certified
copies of their financial statement, and such other information with regard to
their affairs and that of the Trust as each may reasonably request.
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6. Status of the Subadviser. The services of the Subadviser to
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the Adviser and the Trust are not 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.
7. Certain Records. The Subadviser hereby undertakes and agrees
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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 Fund 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 31 a-1 and Rule 31 a-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.
8. Reference to the Subadviser. Neither the Trust nor the Adviser
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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.
9. Liability of the Subadviser. (a) In the absence of willful
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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 Trust or to any shareholder of the Trust 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 beach 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) (collectively, the "Indemnified Parties")
from any liability arising from the Subadviser's conduct under this Agreement.
(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 an all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or its affiliates or
such directors, officers or controlling person may become subject under the 1933
Act, under other
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statutes, at common law or otherwise, which may be based upon (i) any wrongful
act or breach of this Agreement by the Subadviser, or (ii) any failure by the
Subadviser to comply with the representations and warranties set forth in
Section 1 of this Agreement; provided, however, that in no case is the
Subadviser's indemnity in favor of any person deemed to protect such other
persons against any liability to which such person would otherwise be subject by
reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its reckless
disregard of obligation and duties under this Agreement.
(c) The Subadviser shall not be liable to the Adviser for (i)
any acts of the Adviser or any other Subadviser to the Fund with respect to the
portion of the assets of a Fund not managed by Subadviser and (ii) acts of the
Subadviser which result from 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 Fund,
which records are not also maintained by or otherwise available to the
Subadviser upon reasonable request. The adviser agrees that Subadviser shall
manage the portion of the assets of a Fund allocated to it as if it was a
separate operating Fund and shall comply with subsections (a) and (b) of Section
1 of this Subadvisory Agreement (including, but not limited to, the investment
objectives, policies and restrictions applicable to a Fund and qualifications of
a Fund as a regulated investment company under the Code) with respect to the
portion of assets of a Fund allocated to Subadviser. The Adviser shall indemnify
the Indemnified Parties from any liability arising from the conduct of the
Adviser and any other subadviser with respect to the portion of a Fund's assets
not allocated to Subadviser.
10. Permissible Interests. Directors and agents of the Trust are
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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 Trust as Directors, or otherwise; and the Subadviser (or any successor) is
or may be interested in the Trust in some manner.
11. Term of the Agreement. This Agreement shall continue in full
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force and effect with respect to each Fund 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 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 Directors of the Trust or by vote of a majority of the
outstanding voting securities of the Fund voting separately from any other
series of the Trust.
With respect to each Fund, this Agreement may be terminated at
any time, without payment of a penalty by the Fund or the Trust, 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 Fund, 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 Fund, 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;
provide, however, that this Agreement may not be terminated by the Subadviser
unless another subadvisory agreement has been approved by the Trust in
accordance with the Act, or after six months' written notice, whichever is
earlier. The termination of this
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Agreement with respect to any Fund or the addition of any Fund to Schedule A
hereto (in the manner required by the Act) shall not affect the continue
effectiveness of this Agreement with respect to each other Fund 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.
12. Severability. If any provision of this Agreement shall be held
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or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
13. Amendments. This Agreement may be amended by mutual consent in
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writing, but the consent of the Trust must be obtained in conformity with the
requirements of the Act.
14. Governing Law. This Agreement shall be construed in accordance
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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.
15. Separate Series. Pursuant to the provisions of the Declaration
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of Trust, each Fund is a separate series of the Trust, and all debts,
liabilities, obligations and expenses of a particular Fund shall be enforceable
only against the assets of that Fund and not against the assets of any other
Fund and not against the assets of any Fund or of the Trust as a whole.
16. Notices. All notices shall be in writing and deemed properly
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given when delivered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:
Subadviser: American International Group Global Investment Corp.
00 Xxxx Xxxxxx
00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Adviser: SunAmerica Asset Management Corp.
The Sun America 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:______________________________________
Name:
Title:
AMERICAN INTERNATIONAL GROUP GLOBAL
INVESTMENT CORP.
By:______________________________________
Name:
Title:
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SCHEDULE A
Fee
(as percentage of average
daily net assets the Subadviser
Fund manages for the Fund)
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International Equity Fund 0.47% of net assets
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