SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of May 1,
2013 by and between SUNAMERICA ASSET MANAGEMENT
CORP., a Delaware corporation (the "Adviser"), and INVESCO
ADVISERS, INC., a Delaware corporation (the "Subadviser" and,
together with the Adviser, the "Parties").
WITNESSETH:
WHEREAS, the Adviser and Sun America 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 (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 beneficial
interest 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 (the "Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed in Schedule A 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. Pursuant to this 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 listed. 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 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. 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 the objectives, policies, and limitations
for the Portfolio(s) set forth in the Trust's current prospectus and
statement of additional information, and applicable laws and regulations.
The Subadviser represents and warrants to the Adviser
that it will perform its responsibilities under this Agreement in
compliance with all applicable federal and state laws;. Without limiting
the foregoing, the Subadviser represents and warrants that its management
of the Portfolios' assets is designed to achieve the Portfolios' (1)
qualification, election and maintenance of such election by each Portfolio
to be treated as a "regulated investment company" under subchapter M,
chapter 1 of the Code, and (2) compliance with (a) the provisions of the
Act and rules adopted thereunder; (b) the diversification requirements
specified in the Internal Revenue Service's regulations under Section
817(h) of the Code; (c) applicable state insurance laws; and (d) applicable
federal and state securities, commodities and banking laws. 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 shall provide the
Adviser information, 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.
Upon request, the Subadviser shall assist in the negotiation
of all futures agreements, options agreements, ISDA Master Agreements,
Credit Support Annexes, and other contracts and agreements related to
derivatives transactions and holdings in the Portfolios (each, a "Derivatives
Agreement"). The Adviser acknowledges that it shall execute each such
Derivatives Agreement and will have responsibility for complying with the
terms and obligations of each such Derivatives Agreement. In instances in
which the Adviser becomes party to a Derivatives Agreement executed by
the Subadviser by signing a joinder agreement, the Adviser will be
responsible for complying with the terms of such joinder agreement. The
Adviser further acknowledges that it shall have sole responsibility for
establishing, maintaining and monitoring any registrations and/or
exemptions from registration with the Commodity Futures Trading
Commission with respect to the Trust or 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.
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 12d3-1 under the Act.
The Adviser acknowledges that the Subadviser is not
the tax advisor, compliance, pricing or fund accounting agent for the
Portfolios. Further, the Adviser acknowledges that Subadviser shall
have no responsibility to vote proxies with respect to companies
whose securities are held in the Portfolios. Subadviser shall not be
responsible for pursuing rights, including class action settlements,
relating to the purchase, sale, or holding of securities by the
Portfolios; 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.
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers, which the Adviser acknowledges may be
affiliated with the Subadviser, that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to obtain the best
price and execution. In selecting such broker or dealers, the Subadviser shall
consider all relevant factors, including price (including the applicable
brokerage commission or dealer spread), 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 or dealer
involved, the quality of the service, the difficulty of execution, the
execution capabilities and operations facilities of the firm involved, and the
firm's risk in positioning a block of securities. 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 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, nor shall the
Subadviser be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of having
caused a Portfolio to pay a commission to an affiliate of the Subadviser,
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, including an affiliate of the Subadviser, 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. 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.
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 the Subadviser a fee at the annual rates set forth in
Schedule A hereto with respect to 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 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 31a-2
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 31a-1 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. 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, partners, 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,
the Adviser, all affiliated persons thereof (within the meaning of Section
2(a)(3) of the Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, "Adviser Indemnitees") 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 the Adviser
Indemnitees in connection with the matters to which this Agreement
relates, (i) 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 Subadviser's receipt of compensation for services and (ii) provided
that nothing in this Agreement shall operate to exculpate, waive or limit
the liability of the Subadviser or its Affiliates for, and the Subadviser
shall indemnify and hold harmless the Adviser Indemnitees against, any
and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) to which any of the Adviser
Indemnitees may become subject under the 1933 Act, the Act, the
Advisers Act, or common law arising out of any untrue statement of a
material fact relating to the Subadviser's performance under this
Agreement contained in a Portfolio's Prospectus and/or SAI, proxy
materials, reports, advertisements, or sales literature or the omission to
state therein such a material fact known to the Subadviser which was
required to be stated therein or necessary to make the statements therein
not misleading, if such statement or omission was reasonably made in
reliance upon information furnished to the Adviser or the Trust by any
Subadviser Indemnitee (as defined below) for use therein, which the
Subadviser knew to be materially inaccurate. Except as otherwise set
forth above, the Adviser agrees to indemnify and hold harmless the
Subadviser, all affiliated persons thereof (within the meaning of Section
2(a)(3) of the Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, "Subadviser Indemnitees") against any
and all losses, claims, damages, liabilities or litigation (including legal
and other expenses) arising from the Subadviser's providing services
under this Agreement or the sale of securities of the Trust.
The Subadviser agrees to indemnify and hold harmless
the Adviser Indemnitees against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses), to which any
of the Adviser Indemnitees may become subject under the 1933 Act,
under other statutes, at common law or otherwise, which are caused by
Subadviser's disabling conduct; provided, however, that nothing in this
Agreement shall operate or purport to operate in any way to exculpate,
waive or limit the liability of the Adviser for, and the Adviser shall
indemnify and hold harmless the Subadviser Indemnitees against, any
and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) to which any of the Subadviser
Indemnitees may become subject under the 1933 Act, the Act, the
Advisers Act, or at common law arising out of or based on (i) willful
misfeasance, bad faith, or gross negligence of the Adviser or its reckless
disregard in the performance of its obligations and duties under this
Agreement, or (ii) any untrue statement of a material fact contained in
the Prospectus and/or SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to a Portfolio or the
omission to state therein a material fact known to the Adviser that was
required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance
upon information furnished to the Adviser or the Trust by the Subadviser
Indemnitees.
9. Representations. By execution of the Agreement, the
Adviser acknowledges receipt of the Subadviser's Part 2A of its
registration statement on Form ADV prior to signing the Agreement.
The Adviser and Subadviser mutually represent to the other that they are
either (a) Members of the National Futures Association ("NFA") and
will continue to be Members of the NFA for the term of this Agreement,
and have and will maintain all necessary registrations to satisfy their
obligations thereunder, or (b) are exempt from NFA membership.
10. Term of the Agreement. This Agreement shall continue
in full force and effect with respect to each Portfolio until the earlier of
(a) two years from the date this Agreement is approved by the Trustees,
or (b) the first meeting of the shareholders of the Portfolio of the Trust
after the date hereof. If approved at such meeting by the affirmative vote
of a majority of the outstanding voting securities (as defined in the Act),
of the Portfolio with respect to such Portfolio, voting separately from
any other series of the Trust, this Agreement shall continue in full force
and effect with respect to such Portfolio 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, provided, however, that if the shareholders fail to approve
the Agreement as provided herein, the Subadviser may continue to serve
hereunder in the manner and to the extent permitted by the Act and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the Act and the rules and
regulations thereunder.
With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of 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;
provided, 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 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.
11. 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.
12. 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.
13. 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.
14. 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" only shall be liable.
15. 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.
16. Confidentiality. Neither the Subadviser nor the Adviser
or their respective affiliates will 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. The Subadviser and the Adviser and their respective
affiliates will keep confidential any non-public information obtained
directly as a result of this service relationship. 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.
The Adviser and the Trust each understand, acknowledge, and
agree that the Portfolio is managed by the Subadviser using investment
models which are used by the Subadviser and its affiliates to manage
other accounts (specifically including, but not limited to, other registered
investment companies), that such other accounts may have portfolio
holdings that are substantially similar or identical to those of the
Portfolio, and that the use of portfolio holdings information related to
such other accounts is not subject to the restrictions of this Agreement or
the Portfolio's policies and procedures related to the disclosure of
portfolio holdings.
The Subadviser and the Adviser acknowledge and agree that
during the term of this Agreement the Parties may have access to
information that is proprietary or confidential to the Parties or their
respective affiliates ("Confidential Information"). The Parties agree
that their respective officers, employees and agents shall treat all such
Confidential Information as confidential and proprietary and will not
disclose Confidential Information for any purpose other than in
connection with carrying out of their responsibilities under this
Agreement or as necessary to effectuate the business of the Trust or
its Portfolios. The Parties will keep confidential any Confidential
Information obtained directly as a result of this service relationship,
and shall disclose such Confidential Information only if: (i) the other
Party has authorized such disclosure by prior written consent, (ii)
such information is or hereafter otherwise is known by the disclosing
Party or has been disclosed, directly or indirectly, by the other Party
or becomes ascertainable from public or published information or
trade sources, (iii) if such disclosure is expressly required or
requested by applicable federal or state regulatory or judicial
authorities, or (iv) to the extent such disclosure is reasonably required
by auditors or attorneys of the Parties in connection with the
performance of their professional services or as may otherwise be
contemplated by this Agreement.
17. Delegation. In rendering the services required under this
Agreement, the 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 any such delegation shall not involve any such person
serving as an "investment adviser" to the Portfolio within the meaning of
the Act. The Subadviser shall remain liable to the Adviser for the
performance of the Subadviser's obligations hereunder and for the acts
and omissions of such other person, and the Adviser shall not be
responsible for any fees that such person may charge to the Subadviser
for such services.
18. 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: Invesco Advisers, Inc.
c/o Invesco Aim Management Group, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Adviser: SunAmerica Asset Management Corp.
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, Xxx Xxxxxx 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, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxx 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 & Chief
Executive Officer
INVESCO ADVISERS, INC
By: //s// XXXXXX
SCHLOSSBERT
Name: Xxxxxx Xxxxxxxxxxx
Title: Senior Vice President
Schedule A
Portfolio
A
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
VCP Value Portfolio
0.425% on first $250 million
0.400% on next $250 million
0.375% on next $500 million
0.300% thereafter
