MASTER-FEEDER ADDENDUM
TO THE
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This ADDENDUM dated September 1, 2006, as amended
October 15, 2012, relates to and is part of the Investment Advisory and
Management Agreement dated January 1, 1999, as amended, ("Advisory
Agreement") between SunAmerica Series Trust, a Massachusetts
business trust (the "Trust"), and SunAmerica Asset Management Corp.
(formerly, AIG SunAmerica Asset Management Corp., a Delaware
corporation (the "Adviser"). The Trust has created five Portfolios to be
named the American Funds Asset Allocation SAST Portfolio, American
Funds Growth SAST Portfolio, American Funds Growth-Income SAST
Portfolio, American Funds Global Growth SAST Portfolio and Protected
Asset Allocation SAST Portfolio (collectively, the "Portfolios"), and
desires to retain the Adviser to provide advisory services to the Portfolios
pursuant to the Advisory Agreement, as modified hereto.
This Addendum clarifies certain terms of the Advisory
Agreement solely with respect to the Portfolios. All terms of the
Advisory Agreement shall apply with respect to the Portfolios, except to
the extent modified pursuant hereto. Any terms not defined herein shall
have the meaning ascribed to them in the Advisory Agreement.
Each Portfolio has been initially structured as a "feeder fund,"
with the initial investment strategy to invest all of its assets in a single
open-end investment company or series thereof (a "Master Fund").
1. Withdrawal From Master Fund Terminates Addendum. The
terms and conditions of this Addendum shall be in effect with
respect to a Portfolio only during such time as the Portfolio
invests all of its assets in a Master Fund. If the Adviser
determines, subject to approval of the Board of Trustees of the
Trust (the "Board"), that a Portfolio's assets shall be withdrawn
from a Master Fund and not be invested in another Master Fund,
upon the event of such withdrawal, the assets of the Portfolio
shall be managed in accordance with the terms and conditions of
the Advisory Agreement and this Addendum shall be of no
further force or effect with respect to that Portfolio until such
time as the assets of the Portfolio shall subsequently be invested
in a different Master Fund, at which time this Addendum shall
resume effectiveness.
2. Appointment. The Trust has appointed the Adviser provided that
in addition to the methods contemplated by the Advisory
Agreement for the management of the assets of the Portfolios,
the Adviser will provide investment management services in a
manner consistent with Section 3 of this Addendum.
3. Services of the Adviser - Investment in Master Fund. For so
long as a Portfolio invests all of its assets in a Master Fund, the
Adviser shall:
a. analyze, select, and recommend for consideration and
approval by the Board, a Master Fund for investment by the
Portfolio;
b. monitor and evaluate the (i) performance of the Master
Fund in comparison to peer and benchmark performance in light
of the investment objectives and policies of the Master Fund, (ii)
the level of expenses borne by each Portfolio as a result of its
investment in a Master Fund; and (iii) the services and level of
fees of service providers to the Portfolios;
c. provide to the Board such periodic and special reports
related to monitoring performance, expenses, compliance
functions and such other information as the Board may
reasonably request;
d. coordinate with the investment adviser of the Master
Funds to (i) obtain such information, reports, certifications,
signatures and other materials to the extent such information
may be required for the composition and filing of the New
Portfolios' registration statements, shareholder reports and other
disclosure materials; and (ii) ensure the appropriate flow of
information, including but not limited to daily pricing of the
Master Funds' shares and purchases/redemptions of the Master
Funds' shares;
e. prepare the Portfolios' registration statement,
shareholder reports and other periodic reports, which, as a result
of the Portfolios' adoption of a fiscal year end corresponding
with the Master Funds' fiscal year, must be filed on a different
schedule than the Trust's other portfolios;
f. if appropriate, recommend for consideration by the
Board that the Portfolio withdraw its investment in a Master
Fund and that subsequent to such withdrawal:
(1) the Portfolio invest in another Master Fund; or
(2) the Portfolio be managed in accordance with the
terms and conditions of the Advisory
Agreement.; and
g. provide such other services as may be agreed to between
the Trust and the Adviser from time to time.
4. Expenses. For so long as this Addendum is in effect, the Adviser
will pay all expenses incurred by it in connection with its
services provided under Section 3 of this Addendum, except
such expenses as are assumed by the Trust under the Advisory
Agreement and this Addendum. The Trust shall be responsible
for all of the other expenses of its operations not identified in
Section 3 of this Addendum, and may retain the Adviser or other
service providers to provide services with respect to those or
other operations of the Trust. Such expenses for which the Trust
is responsible include, but are not limited to, the expenses
described in Section 3 of the Advisory Agreement; expenses of
transitioning to a new Master Fund, including, but not limited to,
legal, accounting or administrative services, and negotiating
agreements with the investment adviser of the Master Fund or
the Master Fund in connection with changes in Master Funds;
and in the event the Adviser determines, subject to approval of
the Board, that the assets of a Portfolio shall be withdrawn from
the Master Fund and managed in accordance with the terms and
conditions of the Advisory Agreement, the expenses of
transitioning the assets of the Portfolio to be so managed.
5. Compensation. For the investment management services
provided by the Adviser to the Portfolios pursuant to the
Advisory Agreement and this Addendum, the Adviser shall be
compensated in the manner set forth in Section 4 of the Advisory
Agreement.
IN WITNESS HEREOF, the parties hereto have caused this
Addendum to be executed by their officers designated below as of the
day and year first above written.
SUNAMERICA SERIES TRUST SUNAMERICA
ASSET
MANAGEMENT
CORP.
By: By:
Name: Xxxx X. Xxxxxx Name: Xxxxx
X. Xxxxxxx
Title: Vice President & Secretary Title:
President and Chief Executive Officer
ATTEST: ATTEST:
By: By:
Name: Xxxxx Xxxxxx Name:
Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary Title:
Assistant Secretary
P:\PUBLIC\PRODLAW\securities compliance\SunAmerica Series Trust\Agreements\
Feeder Agreements\Master-Feeder Addendum\Master-Feeder Addendum to Advisory
Agree (10.15.12).doc
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