AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Exhibit 23(d)(xxvi)
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of May 1, 2007
by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset Management
Corp.), a Delaware corporation (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a
Delaware corporation (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,
2000, 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.
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:
18. 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 this service relationship, 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. Paragraph 19 to the Subadvisory Agreement, titled Proxy Voting, is deleted in its
entirety and replaced with the following paragraph:
19. Proxy Voting. The Adviser will vote proxies relating to the
Portfolio’s securities. The Adviser will vote all such proxies in accordance with
such proxy voting guidelines and procedures adopted by the Board of Trustees. The
Adviser may, on certain non-routine matters, consult with the Subadviser before
voting proxies relating to the Portfolio’s securities. The Adviser will instruct
the custodian and other parties providing services to the Trust promptly to forward
to the proxy voting service copies of all proxies and shareholder communications
relating to securities held by each Portfolio (other than materials relating to legal
proceedings).
3. Schedule A to the Subadvisory Agreement is hereby amended to reflect the addition of the
SunAmerica Series Trust Telecom Utility Portfolio. Schedule A is also attached hereto.
Annual Fee | ||
(as a percentage of the average | ||
daily net assets the Subadviser | ||
Portfolio(s) | manages in the portfolio) | |
Telecom Utility Portfolio |
0.375% on the first $250 million | |
0.325% on the next $500 million | ||
0.300% on the next $750 million | ||
0.250% over $1.5 billion |
Subadviser shall managed the Telecom Utilities Portfolio assets and shall be compensated as
noted above.
4. 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.
5. 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.
6. Miscellaneous. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Subadvisory Agreement.
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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. | MASSACHUSETTS FINANCIAL SERVICES COMPANY |
|||||||||||||
By: | /s/ XXXXX X. XXXXXXX | By: | /s/ XXXXXX X. XXXXXXX | |||||||||||
Name: | Xxxxx X. Xxxxxxx | Name: | Xxxxxx X. Xxxxxxx | |||||||||||
Title: | President and Chief Executive Officer | Title: | President and CEO |
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SCHEDULE A
Effective May 1, 2007
Annual Fee | ||
(as a percentage of the average | ||
daily net assets the Subadviser | ||
Portfolio(s) | manages in the portfolio) | |
MFS Massachusetts Investors Trust
Portfolio |
0.400% on the first $300 million | |
0.375% on the next $300 million | ||
0.350% on the next $300 million | ||
0.325% on the next $600 million | ||
0.250% over $1.5 billion | ||
MFS Total Return Portfolio |
0.375% | |
Telecom Utility Portfolio |
0.375% on the first $250 million | |
0.325% on the next $500 million | ||
0.300% on the next $750 million | ||
0.250% over $1.5 billion |
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