EXHIBIT (d)(vii)
SUNAMERICA SERIES TRUST
FEDERATED AMERICAN LEADERS PORTFOLIO, TELECOM UTILITY PORTFOLIO AND CORPORATE
BOND PORTFOLIO
AMENDMENT TO SUBADVISORY AGREEMENT
Effective as of May 1, 2004
THIS AMENDMENT is made part of the Subadvisory Agreement dated as of
January 1, 1999 (the "Agreement") for the Federated American Leaders Portfolio
("FVP"), (formerly the Federated Value Portfolio), the Telecom Utility Portfolio
("FUP") and the Corporate Bond Portfolio ("CBP"), each a series of SUNAMERICA
SERIES TRUST (the "Trust"), between AIG SUNAMERICA ASSET MANAGEMENT CORP. (the
"Adviser"), (formerly SUNAMERICA ASSET MANAGEMENT CORP.), and FEDERATED
INVESTMENT COUNSELING, a Delaware statutory trust (the "Subadviser"), and is
consented to by FEDERATED EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA, a Delaware
statutory trust ("FEMCOPA"), and FEDERATED INVESTMENT MANAGEMENT COMPANY, a
Delaware statutory trust ("FIMCO");
WHEREAS, as part of an internal reorganization, the Subadviser wishes
to transfer to FEMCOPA the portion of its mutual fund investment advisory
business relating to FVP and FUP and to transfer to FIMCO the portion of its
mutual fund investment advisory business relating to CBP and is asking the
Adviser to agree to amend the Agreement so that Subadviser's rights and
responsibilities with respect to FVP and FUP are transferred to FEMCOPA and
Subadviser's rights and responsibilities with respect to CBP are transferred to
FIMCO (the "Transfers");
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an investment company under the Investment Company Act of 1940
(the "1940 Act");
WHEREAS, FEMCOPA, FIMCO and Subadviser are each wholly owned by FII
Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of
Federated Investors, Inc., a Pennsylvania corporation, and thus FEMCOPA, FIMCO
and Subadviser are under common control;
WHEREAS, all of the persons who will serve as the Trustees of FEMCOPA
and FIMCO immediately after the Transfers are persons who have served as
Trustees of Subadviser prior to the Transfers;
WHEREAS, the personnel who perform the services required of the
Subadviser under the Agreement will continue to perform the same services after
the Transfers;
WHEREAS, the Transfers in and of themselves will not result in a change
in the fees or reimbursements required to be paid under the Agreement;
WHEREAS, in view of the foregoing, the Transfers should not constitute
an assignment of the Agreement within the meaning of the 1940 Act and Rule 2a-6
thereunder; and
WHEREAS, the Trust's Board of Trustees has approved this amendment to
the Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
set forth herein, the parties hereby agree as follows:
1. Effective May 1, 2004 (the "Effective Date"),
(a) the Subadviser will transfer to FEMCOPA all of its rights
and responsibilities under the Agreement relating to FVP and FUP, and
FEMCOPA will assume such rights and responsibilities of the Subadviser,
subject to the terms of the Agreement;
(b) the Subadviser will transfer to FIMCO all of its rights
and responsibilities under the Agreement relating to CBP, and FIMCO
will assume such rights and responsibilities of the Subadviser, subject
to the terms of the Agreement; and
(c) Subadviser shall be relieved of all of its rights and
responsibilities under the Agreement.
2. All other provisions of the Agreement shall remain in full force and
effect.
3. The Adviser, the Subadviser and FIMCO each represents and warrants
that it possesses the requisite power and authority to enter into and perform
its obligations under this amendment.
4. FEMCOPA represents and warrants that it possesses the requisite
power, and authority to enter into and perform its obligations under this
amendment, subject to the effectiveness of its registration with the U.S.
Securities and Exchange Commission as an investment adviser pursuant to the
Investment Advisers Act of 1940.
5. The Subadviser, FEMCOPA and FIMCO together represent and warrant
that the Transfers of the Agreement will not constitute an assignment of the
Agreement within the meaning of the 1940 Act.
6. This Amendment shall not be effective for any purpose unless and
until:
(a) FEMCOPA's registration with the U.S. Securities and
Exchange Commission as an investment adviser pursuant to the Investment
Advisers Act of 1940 shall have become effective; and
(b) the reorganization resulting in the transfer of the
portions of Subadviser's mutual fund investment advisory business
relating to the Agreement to FEMCOPA and FIMCO shall have occurred.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Agreement to be duly executed by their respective officers thereunto duly
authorized.
AIG SUNAMERICA ASSET MANAGEMENT FEDERATED INVESTMENT COUNSELING
CORP.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
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Title: President and CEO Title: President
Date: January 8, 2004 Date: January 14, 2004
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FEDERATED EQUITY MANAGEMENT FEDERATED INVESTMENT MANAGEMENT
COMPANY OF PENNSYLVANIA COMPANY
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXX X. XXXXXXXXX
----------------------- ----------------------
Title: President/CEO Title: President/CEO
Date: January 14, 2004 Date: January 14, 2004
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