Exhibit 23(d)(xvii)
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of January 19, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT
CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware
corporation (the "Adviser"), and FRANKLIN ADVISORY SERVICES, LLC, a Delaware
limited liability company (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, 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; and
WHEREAS, the Adviser and Subadviser are parties to that certain Subadvisory
Agreement dated August 28, 2002, with respect to the Trust; and
WHEREAS, the parties wish to amend the Subadvisory Agreement as set forth
below; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Section 2(a) of the Subadvisory Agreement is amended to delete the
underlined portion of the following sentence contained therein:
In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T)
thereunder, and subject to any other applicable laws and regulations
including Section 17(e) of the Act and Rule 17e-1 thereunder, the
Subadviser may engage its affiliates, the Adviser and its affiliates or any
other subadviser to the Trust and its respective affiliates, as
broker-dealers or futures commission merchants to effect portfolio
transactions in securities and other investments for a Portfolio, provided,
however, that for each Portfolio the average annual percentage of portfolio
transactions which are engaged in with the Subadviser's affiliates, the
Adviser and its affiliates or any other subadviser to the Trust and its
respective affiliates, may not exceed 25% of the Portfolio's total
transactions in securities and other investments during the Trust's fiscal
year.
2. The first sentence of Section 2(b) of the Subadvisory Agreement shall be
amended to delete the words "and rewarding sales or distribution."
3. Paragraph 8 to the Subadvisory Agreement, titled Proxy Voting, is
deleted in its entirety and replaced with the following paragraph:
8. 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).
4. The following new paragraph shall be added to the Subadvisory Agreement:
20. 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, self regulatory
organizations, or to the extent such disclosure is necessary for employees
of the Subadviser to carry out its duties on behalf of the Portfolio(s) as
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.
5. 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.
6. 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.
7. 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. FRANKLIN ADVISORY SERVICES, LLC
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Title: President
Officer
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