EXHIBIT (d)(x)
SUBADVISORY AGREEMENT
BETWEEN SUNAMERICA ASSET MANAGEMENT CORP.
AND
XXXXXXX XXXXX ASSET MANAGEMENT INTERNATIONAL,
AN AFFILIATE OF
XXXXXXX, SACHS & CO.
It is hereby agreed by and between SUNAMERICA ASSET MANAGEMENT
CORP. (the "Adviser") and XXXXXXX XXXXX ASSET MANAGEMENT INTERNATIONAL, AN
AFFILIATE OF XXXXXXX, SACHS & CO. ("Subadviser") as follows:
1.
DUTIES OF SUBADVISER. Adviser hereby engages the services of Subadviser in
furtherance of its Investment Advisory and Management Agreement with SunAmerica
Series Trust (the "Trust") dated as of January 1, 1999, on behalf of the Global
Bond Portfolio (the "Portfolio"). Pursuant to this Subadvisory Agreement and
subject to the oversight and review of Adviser, Subadviser will manage the
investment and reinvestment of the assets of the Portfolio. In this regard,
Subadviser will determine in its discretion the securities to be purchased or
sold, will provide Adviser with records concerning its activities which Adviser
or the Trust is required to maintain, and will render regular reports to Adviser
and to officers and Trustees of the Trust concerning its discharge of the
foregoing responsibilities. 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 set forth in the Trust's current prospectus and
statement of additional information, and applicable laws and regulations.
Adviser agrees to inform Subadviser of any and all requirements of the
California Insurance Code and regulations thereunder that operate to limit or
restrict the investments the Portfolio may otherwise make, and to inform
Subadviser promptly of any changes in such requirements. 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.
2.
PORTFOLIO TRANSACTIONS. 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. Subject
to policies established by the Trustees of the Trust, Subadviser may also be
authorized to effect individual securities transactions at commission rates in
excess of the minimum commission rates available, if Subadviser determines in
good faith that such amount
of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or Subadviser's overall responsibilities with
respect to a Portfolio, other portfolios of the Trust and other clients of
Subadviser. The execution of such transactions shall not be deemed to represent
an unlawful act or breach of any duty created by this Agreement or otherwise.
Subadviser will promptly communicate to 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 SUBADVISER. As its compensation hereunder, the Adviser shall pay
to Subadviser promptly after the end of each month, a fee calculated in
accordance with the average daily net assets of the indicated Portfolio as
follows:
Global Bond Portfolio:
.40% per annum on the first $50 million;
.30% per annum on the next $100 million;
.25% per annum on the next $100 million;
.20% per annum thereafter.
To the extent required by the laws of any state in which the
Trust is subject to an expense guarantee limitation, if the aggregate expenses
of any Portfolio in any fiscal year exceed the specified expense limitation
ratios for that year (calculated on a daily basis), as a result of which Adviser
is required to reduce or refund its advisory and management fee payable by a
Portfolio, Subadviser agrees to waive such portion of its subadvisory fee in the
same proportion as the fees waived by the Adviser bear to the total advisory and
management fee paid by such Portfolio. Such waiver, however, shall not exceed
the full amount of the subadvisory fee for such year except as may be elected by
Subadviser in its discretion. For this purpose, aggregate expenses of a
Portfolio shall include the compensation of Adviser and all normal expenses,
fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio
transactions, fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation expenses. In the
event any amounts are so contributed by Subadviser to Adviser, Adviser agrees to
reimburse Subadviser for any expenses waived, provided that Adviser has been
reimbursed by the Trust.
Subadviser's fee shall be accrued daily at 1/365th of the
applicable annual rate set forth above. For the purpose of accruing
compensation, the net assets of a Portfolio shall be that determined in the
manner and on the dates set forth in the current prospectus of the Trust and, on
days on which the net assets are not so determined, the net asset computation to
be used shall be as determined on the next day on which the net assets shall
have been determined.
4.
REPORTS. Adviser and Subadviser agree to furnish to each other, if applicable,
current prospectuses, statements of additional information, proxy statements,
reports of shareholders, certified copies of
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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 SUBADVISER. The services of Subadviser to Adviser and the Trust are
not to be deemed exclusive, and Subadviser shall be free to render similar
services to others so long as its services to the Trust are not impaired
thereby. 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. Subadviser hereby undertakes and agrees to maintain, in the
form and for the period required by Rule 31a-2 under the Investment Company Act
of 1940, all records relating to the Portfolio' investments 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 Investment Company
Act of 1940 which are prepared or maintained by Subadviser on behalf of the
Trust are the property of the Trust and will be surrendered promptly to the
Trust or Adviser on request.
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 SUBADVISER. Neither the Trust nor Adviser or any affiliate or agent
thereof shall make reference to or use the name of Subadviser or any of its
affiliates in any advertising or promotional materials without the prior
approval of Subadviser, which approval shall not be unreasonably withheld.
Subadviser agrees to notify Adviser of any changes in the membership of the
general partners of Subadviser as soon as practicable prior to such change.
8.
LIABILITY OF 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 Subadviser (and its officers, directors, agents,
partners, employees, controlling persons, shareholders and any other person or
entity affiliated with Subadviser ("associated persons")), Subadviser and its
associated persons shall not be subject to liability to the Adviser or to any
other person for any act or omission in the course of, or connected with,
rendering services hereunder (including, without limitation, as a result of
failure by Adviser, by any other affiliate of Anchor National Life Insurance
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Company ("ANLIC"), or by ANLIC, to comply with this Agreement or the
requirements of Section 10506 of the California Insurance Code and regulations
duly adopted pursuant to such Section or, as a result of any error of judgment
or mistake of law or for any loss suffered by Advisor or any other person in
connection with the matters to which this Agreement relates), except to the
extent specified in Section 36(b) of the Investment Company Act of 1940
concerning loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services.
Adviser hereby indemnifies, defends and protects Subadviser
and holds Subadviser and its associated persons harmless from and against any
and all claims, demands, actions, losses, damages, liabilities, costs, charges,
counsel fees and expenses of any nature ("Losses") arising out of (i) any
inaccuracy or omission in any prospectus, registration statement, annual report
or proxy statement or advertising or promotional material pertaining to the
Portfolio ("Documents") to the extent such Document contains information not
supplied to Adviser by Subadviser for inclusion in such Document, (ii) any
breach of Adviser of any representation or agreement contained in this
Subadvisory Agreement, (iii) any failure by Adviser, by any other affiliate of
ANLIC, or by ANLIC, to comply with the requirements of Section 10506 of the
California Insurance Code and regulations duly adopted pursuant to such Section,
and (iv) any action taken or omitted to be taken by Subadviser pursuant to this
Subadvisory Agreement, except to the extent such Losses result from Subadviser's
breach of this Subadvisory Agreement or Subadviser's disabling conduct.
Subadviser hereby indemnifies, defends and protects Adviser and holds Adviser
harmless from and against any and all Losses arising out of Subadviser's
disabling conduct.
9.
DURATION AND TERMINATION. This Agreement shall continue in full force and effect
with respect to a 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 such Portfolio 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 Investment Company Act of 1940), 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, Subadviser may continue to
serve hereunder in the manner and to the extent permitted by the Investment
Company Act of 1940 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 Investment Company Act of 1940 and
the rules and regulations thereunder.
This Agreement may be terminated at any time, without the payment of
any penalty by vote of a majority of the Trustees of the Trust or by a vote of a
majority of the outstanding voting securities of a Portfolio on not less than 30
days nor more than 60 days written notice to Subadviser or by Subadviser at any
time without the payment of any penalty, on 90 days written notice to
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Adviser and the Trust; provided, however, that this Agreement may not be
terminated by Subadviser unless another subadvisory agreement has been approved
by the Trust in accordance with the Investment Company Act of 1940, or after six
months' written notice, whichever is earlier. This Agreement shall automatically
terminate in the event of its assignment (as defined in the Investment Company
Act of 1940). Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postage prepaid, to the other party at any
office of such party.
As used in this Section 11, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the Investment Company Act of 1940 and
the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the Investment
Advisory and Management Agreement by and between the Trust on behalf of the
Portfolio and Adviser referred to in Section 1 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.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
nothing contained herein shall be construed to be binding upon any of the
Trustees, officers, or shareholders of the Trust individually.
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IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of January 1, 1999, as amended
May 23, 2000 and July 2, 2001.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ XXXXX X. XXXXXXX
--------------------
Xxxxx X. Xxxxxxx
President
XXXXXXX XXXXX ASSET MANAGEMENT
INTERNATIONAL, AN AFFILIATE OF
XXXXXXX, SACHS & CO.
BY: XXXXXXX, XXXXX & CO.
By: /s/ XXXXX X. FURD
-----------------
Authorized Officer
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