AMENDMENT NO. 3
TO
SUBADVISORY AGREEMENT
This AMENDMENT NO. 3 TO SUBADVISORY
AGREEMENT is dated as of March 23, 2017, by and between
SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware
limited liability company (the "Adviser"), and XXXXXXX
XXXXX ASSET MANAGEMENT INTERNATIONAL (the
"Subadviser").
W I T N E S S E T H:
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;
WHEREAS, the Adviser and the Subadviser are parties to a
Subadvisory Agreement dated January 1, 1999, as amended from
time to time (the "Subadvisory Agreement"), pursuant to which the
Subadviser furnishes investment advisory services to certain series
(the "Portfolios") of the Trust, as listed on Schedule A of the
Subadvisory Agreement;
WHEREAS, the parties wish to amend the Subadvisory
Agreement as set forth below; and
WHEREAS, the Board of Trustees of the Trust has
approved this Amendment to the Subadvisory Agreement and it is
not required to be approved by the shareholders of the Portfolios.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. The following provision is inserted in Section 1 of
the Subadvisory Agreement:
"In rendering the services required under
this Subadvisory Agreement, the
Subadviser may, consistent with
applicable law and regulations, from time
to time, employ, delegate, engage, or
associate with such affiliated entities or
otherwise use the resources of one or more
affiliated investment advisers that qualify
as "participating affiliates," as such term is
used in relief granted by the staff of the
Securities and Exchange Commission, and
as identified in the Subadviser's Form
ADV, as it believes necessary to assist it in
carrying out its obligations under this
Subadvisory Agreement; provided,
however, that, in the case of any such
delegation that involves any such entities
or persons serving as an "investment
adviser" to the Portfolio within the
meaning of the Investment Company Act
of 1940, as amended, such delegation must
meet the requirements of Section 15(a) of
said Act and related guidance of, or
exemptive orders issued by, the staff of the
Securities and Exchange Commission.
The Subadviser shall remain liable for the
performance of the Subadviser's
obligations hereunder and for the acts and
omission of such other persons or
entities."
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 Subadvisory 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 Agreement as of
the date first above written.
SUNAMERICA ASSET
MANAGEMENT, LLC
By:_______________________________________
Name: Xxxx X. Xxxxx
Title: Senior Vice President
XXXXXXX XXXXX
ASSET
MANAGEMENT
INTERNATIONAL
By:_______________________________________
Name: Xxxxxx Xxxxxx
Title: Managing Director
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