AMENDMENT NO. 4
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 4 to the SUBADVISORY
AGREEMENT is dated as of January 23, 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 amended fees with respect to the
SunAmerica Series Trust SunAmerica Dynamic Allocation
Portfolio. 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 Allocation 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 SunAmerica Dynamic
Allocation Portfolio 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: //s// XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
ALLIANCEBERNSTEIN L.P.
By: //s// XXXXXXXX X. XXXX
Name: Xxxxxxxx X. Xxxx
Title: Assistant Secretary
SCHEDULE A
Effective January 23, 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 Portfolio
0.18% on the first $500 million
0.15% on the next $1 billion
0.13% over $1.5 billion
3
Exhibit 2(b) - Alliance Amendment 4
to Subadvisory Agreement (Draft 11-04-11).doc
