Exhibit 23(d)(xxviii)
[FORM OF]
MASTER-FEEDER ADDENDUM
TO THE
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This ADDENDUM dated ___________, 2006, relates to and is part of the
Investment Advisory and Management Agreement dated January 1, 1999, as amended
on May 23, 2000, November 29, 2000, August 1, 2002, January 1, 2005, October 3,
2005 and __________, 2006 ("Advisory Agreement") between SunAmerica Series
Trust, a Massachusetts business trust (the "Trust"), and AIG SunAmerica Asset
Management Corp., a Delaware corporation (the "Adviser"). The Trust has created
four new portfolios to be named the American Funds Asset Allocation SAST
Portfolio, American Funds Growth SAST Portfolio, American Funds Growth-Income
SAST Portfolio, and American Funds Global Growth 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assets shall be withdrawn from a Master Fund and not be invested in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;
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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 AIG SUNAMERICA ASSET
MANAGEMENT CORP.
By: By:
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Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
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Title: Vice President & Secretary Title: Vice President and Deputy General Counsel
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ATTEST: ATTEST:
By: By:
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Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
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Title: Assistant Secretary Title: Associate Counsel
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