Exhibit 23(d)(xii)
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 FAF ADVISORS, INC. (formerly U.S. Bancorp Asset
Management, Inc.) (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 October 15, 1998, 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. 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, 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.
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 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 Amendment as of the date first above
written.
AIG SUNAMERICA ASSET MANAGEMENT CORP. FAF ADVISORS, INC.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxxxx
Title: President and Chief Executive Title: Senior Managing Director
Officer
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