[FORM OF]
AMENDMENT NO. 5
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 5 to the SUBADVISORY
AGREEMENT is dated as of July 16, 2012, by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and ALLIANCEBERNSTEIN L.P. (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 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. Schedule A to the Subadvisory Agreement is hereby
amended to reflect the addition of SunAmerica Dynamic
Strategy Portfolio (the "Portfolio") for which the Subadviser
will manage a portion of the Portfolio's assets (the "Overlay
Component"). Schedule A is also attached hereto.
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
SunAmerica Dynamic Strategy Portfolio
0.18% on the first $500 million
0.15% on the next $1 billion
0.13% over $1.5 billion
Subadviser shall manage the Overlay Component of
the Portfolio's assets and shall be compensated as noted
above.
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 CORP.
By:_______________________________________
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
ALLIANCEBERNSTEIN L.P.
By:_______________________________________
Name:
Title:
SCHEDULE A
Effective July 16, 2012
Portfolios
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
Alliance Growth Portfolio
0.35% on the first $50 million
0.30% on the next $100 million
0.25% over $150 million
Small & Mid Cap Value Portfolio
0.50% on first $250 million
0.45% over $250 million
SunAmerica Dynamic Allocation Portfolio1
0.18% on the first $500 million
0.15% on the next $1 billion
0.13% over $1.5 billion
SunAmerica Dynamic Strategy Portfolio1
0.18% on the first $500 million
0.15% on the next $1 billion
0.13% over $1.5 billion
__________________________
1 The Subadviser shall be paid a composite fee based on the aggregate
assets of the Overlay Component it manages for the SunAmerica
Dynamic Allocation Portfolio and the SunAmerica Dynamic
Strategy Portfolio.
3
Exhibit 28(d)(vii) - Alliance Amendment 5 to Subadvisory Agreement
(07-16-12).doc
