SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of June 1, 2010 by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the Adviser),
and INVESCO ADVISERS, INC., a Delaware corporation (the Subadviser).
WITNESSETH:
WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts
business trust (the Trust), have entered into an Investment Advisory
and Management Agreement dated as of January 1, 1999, as amended
(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 openend 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; 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 Subadvisory
Agreement and subject to the oversight and review of the Adviser, the
Subadviser will manage the investment and reinvestment of the assets
of each Portfolio 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
each of the Portfolios set forth in Schedule A will at all times be
operated and managed (1) in compliance with all applicable federal
and state laws; (2) so as not to jeopardize either the treatment of
the Polaris variable annuity contracts issued by Variable Separate
Account (File No. 33-47473; hereinafter Contracts) as annuity
contracts for purposes of the Internal Revenue Code of 1986, as
amended (the Code), or the eligibility of the Contracts to qualify
for sale to the public in any state where they may otherwise be sold;
and (3) to minimize any taxes and/or penalties payable by the Trust or
such Portfolio. Without limitation, the Subadviser represents and
warrants 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; (d) applicable federal and
state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise
tax pursuant to Section 4982 of the Code. The Subadviser further
represents and warrants that to the extent that any statements or
omissions made in any Registration Statement for the Contracts or
shares of the Trust, or any amendment or supplement thereto, are made
in reliance upon and in conformity with information furnished by the
Subadviser expressly for use therein, such Registration Statement
and any amendments or supplements thereto will, when they become
effective, conform in all material respects to the requirements of
the Securities Act of 1933 and the rules and regulations of the
Commission thereunder (the 1933 Act) and the Act and will not
contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading.
The Subadviser 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.
2. Portfolio Transactions. The Subadviser is authorized to
select the brokers or dealers 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, 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. 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. Indemnification. The Adviser agrees to indemnify and hold
harmless the Subadviser and its affiliates and each of its directors
and officers and each person, if any, who controls the Subadviser within
the meaning of Section 15 of the 1933 Act against any and all losses,
claims, damages, liabilities or litigation (including legal and other
expenses), to which the Subadviser or its affiliates or such directors,
officers or controlling person may become subject under the 1933 Act,
under any other statute, at common law or otherwise, which may be based
upon any wrongful act or breach of this Agreement by the Adviser;
provided, however, that in no case is the Adviser's indemnity in favor
of any person deemed to protect such person against any liability to
which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of his,
her or its duties or by reasons of his, her or its reckless disregard
of obligations and duties under this Agreement.
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 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 (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.
9. 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.
10. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
11. Amendments. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained in
conformity the requirements of the Act.
12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York and the applicable
provisions of the Act. To the extent the applicable laws of the State
of New York, or any of the provisions herein, conflict with the
applicable provisions of the Act, the latter shall control.
13. Personal Liability. The Declaration of the Trust
establishing the Trust (the Declaration), is on file in the office
of the Secretary of the Commonwealth of Massachusetts, and, in accordance
with that Declaration, no Trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall
resort be had to their private property for satisfaction of any obligation
or claim or otherwise in connection with the affairs of the Trust, but
the Trust Property only shall be liable.
14. Separate Series. Pursuant to the provisions of the
Declaration, each portfolio is a separate series of the Trust, and
all debts, liabilities, obligations and expenses of a particular
portfolio shall be enforceable only against the assets of that
portfolio and not against the assets of any other portfolio or of the
Trust as a whole.
15. Confidentiality. The Subadviser will not disclose or
use any records or information obtained pursuant to this Agreement
in any manner whatsoever except as expressly authorized in this
Agreement or as reasonably required to execute transactions on behalf
of the Portfolios, and will keep confidential any non-public information
obtained directly as a result of this service relationship, and the
Subadviser shall disclose such non-public information only if the Adviser
or the Board of Trustees has authorized such disclosure by prior
written consent, or if such information is or hereafter otherwise is
known by the Subadviser or has been disclosed, directly or indirectly,
by the Adviser or the Trust to others becomes ascertainable from public
or published information or trade sources, or if such disclosure is
expressly required or requested by applicable federal or state regulatory
authorities, or to the extent such disclosure is reasonably required by
auditors or attorneys of the Subadviser in connection with the performance
of their professional services or as may otherwise be contemplated by
this Agreement. Notwithstanding the foregoing, the Subadviser may
disclose the total return earned by the Portfolios and may include such
total return in the calculation of composite performance information.
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.
16. Delegation. In rendering the services required un
der 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 1940 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.
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: Invesco Advisers, Inc.
c/o Invesco Aim Management Group, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Adviser: SunAmerica Asset Management Corp.
Harborside Financial Center
▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
and General Counsel
with a copy to: SunAmerica Retirement Markets
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & Chief Executive Officer
INVESCO ADVISERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Schedule A
PortfolioAnnual Fee
(as a percentage of the average daily net assets the Subadviser
manages in the portfolio)Growth Opportunities Portfolio0.50%
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