AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Exhibit 23(d)(xix)
AMENDMENT NO. 1
TO SUBADVISORY AGREEMENT
TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19,
2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset
Management Corp.), a Delaware corporation (the “Adviser”), and XXXXXXX XXXXX ASSET MANAGEMENT
INTERNATIONAL (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 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
pursuant to it which the Adviser may delegate one or more of its duties to a subadviser pursuant to
a written subadvisory agreement; and
WHEREAS, the Adviser and Subadviser are parties to that certain Subadvisory Agreement dated
January 1, 1999, as amended, with respect to the Trust; and
WHEREAS, the parties wish to amend the Subadvisory Agreement as set forth below; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. The following new paragraph shall be added to the Subadvisory Agreement:
11.
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 serving as Subadviser to the Portfolios, 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.
2. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be an original and all of which together shall constitute one instrument.
3. Full Force and Effect. Except as expressly supplemented, amended or consented to
hereby, all of the representations, warranties, terms, covenants, and conditions of the
Agreement shall remain unchanged and shall continue to be in full force and effect.
4. Miscellaneous. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Subadvisory Agreement.
IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to
execute this Amendment as of the date first above written.
AIG SUNAMERICA ASSET MANAGEMENT CORP. |
XXXXXXX SACHS ASSET
MANAGEMENT INTERNATIONAL |
|||||||
By: | /s/ XXXXX X. XXXXXXX
|
By: | /s/ XXXXXXXX X. XXXXX | |||||
Name: | Xxxxx X. Xxxxxxx | Name: | Xxxxxxxx X. Xxxxx | |||||
Title: | President and Chief Executive Officer | Title: | Managing Director |
-2-