Exhibit (g)(2)
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Amendment, effective as of January 18, 2006, to the Master Custodian Agreement,
dated January 18, 2006 (the "AGREEMENT") between Each Registered Investment
Company (each such investment company subject to this Agreement referred to as a
"FUND" and collectively as the "FUNDS") listed on Appendix A hereto (hereinafter
"APPENDIX A" as it may be amended from time to time), and STATE STREET BANK and
TRUST COMPANY, a Massachusetts trust company (the "CUSTODIAN"). Capitalized
terms used in this Amendment without definition shall have the respective
meanings given to such terms in the Agreement.
In consideration of the promises and covenants contained herein, the Custodian
and each Fund hereby agree to amend the Agreement as described below, which
amendment shall apply solely to AIG Series Trust.
I. New WHEREAS clause is hereby added as set forth below:
WHEREAS, AIG Series Trust entered into a Put Agreement, dated June 17, 2004 (the
"PUT AGREEMENT") with Prudential Global Funding, Inc. (hereinafter, "PGF") under
which AIG Series Trust has agreed that under certain conditions specified in
this Agreement, PGF may instruct the Custodian under this Agreement;
II. The first sentence of Section 7 is hereby amended as set forth below:
SECTION 7. PROPER INSTRUCTIONS
Proper Instructions, which may also be standing instructions, as used throughout
this Agreement, shall mean instructions received by the Custodian from the Fund,
the Fund's investment manager, or a person or entity duly authorized by either
of them or, in the case of AIG Series Trust only, by PGF pursuant to Section 7A
of this Agreement.
III. New Section 7A is hereby added as set forth below:
SECTION 7A: DUTIES OF THE CUSTODIAN IN THE EVENT OF A DEFAULT UNDER AIG
SERIES TRUST'S PUT AGREEMENT WITH PGF
SECTION 7A.1. NOTICE TO THE CUSTODIAN OF DEFAULT UNDER PUT
AGREEMENT. AIG Series Trust, on behalf of each applicable Portfolio, hereby
authorizes and directs the Custodian to follow and act upon an instruction given
by PGF in the form of a written notice from PGF to the Custodian substantially
in the format of Exhibit 1 attached hereto ("REMEDY NOTICE"). Such notice shall
specify that one or more of AIG Series Trust's Portfolios is in default under
the Put Agreement, that such default with
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respect to a specific, named Portfolio or Portfolios remains uncured, and that
PGF is, as of the date of notice, authorized to instruct the Custodian about
such Portfolio(s)' assets, including the designation of a broker/dealer to
execute transactions for such Portfolio(s). Upon its receipt of such Remedy
Notice, the Custodian is authorized by AIG Series Trust, on behalf of the
applicable Portfolio, to follow instructions given by PGF to the Custodian with
regard to that Portfolio(s) without further consent of AIG Series Trust, its
investment adviser, or any other person. Each Remedy Notice from PGF to the
Custodian shall be deemed to constitute Proper Instructions as defined in
Section 7 of this Agreement. The Custodian shall have no responsibility or
liability to AIG Series Trust or any Portfolio for complying with a Remedy
Notice received from PGF and may rely upon such Remedy Notice as genuine,
without further investigation or inquiry. The Custodian shall be fully protected
in complying with a Remedy Notice whether or not AIG Series Trust or any
Portfolio may allege that no event of default has occurred.
SECTION 7A.2. DELIVERY OF INSTRUCTIONS FROM PGF TO THE
CUSTODIAN. After, or concurrently with, the Custodian's receipt of a Remedy
Notice and until the end of the Default Period (as defined below), PGF shall be
entitled to deliver to Custodian written instructions on PGF's letterhead and
signed by an authorized person employed by PGF (each, an "AUTHORIZED SIGNER"),
which shall be considered Proper Instructions under this Agreement, with respect
to the account of a Portfolio or with respect to all Portfolios as set forth in
the Remedy Notice. Such instruction shall not contain direction or signatures of
AIG Series Trust, its investment adviser, or any sub-advisers. From time to
time, PGF may deliver to the Custodian, with a copy to AIG Series Trust, a
written notice of the cure by AIG Series Trust's Portfolio or Portfolios of the
event of default, substantially in the format of Exhibit 2 attached hereto (the
"CURE NOTICE"). Such Cure Notice, which shall be considered Proper Instructions
under this Agreement, shall specify: (a) the names of a Portfolio or Portfolios
that are subject to an existing Remedy Notice and the date of such notice; (b)
that such Portfolio or Portfolios are no longer under default and thus no longer
subject to instructions by PGF to the Custodian on their behalf; and (c) that
the Custodian may now accept instructions from AIG Series Trust or its
investment adviser for such Portfolio or Portfolios. The Custodian shall have no
responsibility or liability to AIG Series Trust or any Portfolio for complying
with a Cure Notice received from PGF and may rely upon such Cure Notice as
genuine, without further investigation or inquiry. Nothing herein shall be
construed as authorizing Custodian to reject for settlement securities
transactions for which trade instructions were issued prior to Custodian's
receipt of a Remedy Notice with respect to the relevant Portfolio or Portfolios.
From the date that the Custodian receives a Remedy Notice from PGF through and
until the date that the Custodian receives a Cure Notice from PGF (a "DEFAULT
PERIOD") for certain Portfolio or Portfolios, the Custodian is authorized and
directed to (a) act upon any and all trade or other instructions given only by
PGF for such Portfolio(s), and (b) reject and not act upon any instructions
issued directly by AIG Series Trust or its investment adviser or any sub-adviser
of AIG Series Trust for the account of any Portfolio of AIG Series Trust as set
forth in the Remedy Notice. In the event that the Custodian receives any
instruction from PGF which, in the reasonable belief of the
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Custodian, conflicts in any way (in whole or in part) with any other outstanding
instruction to the Custodian regarding such Portfolio's assets issued by AIG
Series Trust, an investment adviser to such Portfolio or AIG Series Trust, or
any other party (each, an "OTHER INSTRUCTION"), the Custodian shall be entitled
to rely upon the PGF instructions and further, the Custodian is hereby
authorized and directed to disregard the Other Instruction and instead follow
and act only upon the instructions from PGF. The Custodian shall provide reports
of the trading for the account of the applicable Portfolio(s) to both AIG Series
Trust and PGF in the normal course of business. The Custodian shall, upon
receipt of the Cure Notice for the applicable Portfolio, accept Proper
Instructions from AIG Series Trust on behalf of such Portfolio, or any
investment adviser or sub-adviser for AIG Series Trust or Portfolio within a
reasonable time and as governed by this Agreement.
AIG Series Trust hereby acknowledges that, except as may arise from the
Custodian's own negligence in carrying out any Proper Instruction, the Custodian
shall be without liability to AIG Series Trust or any of its Portfolios for any
loss, liability, claim or expense resulting from or caused by the Custodian's
acting in accordance with the terms of Section 7A of this Agreement and/or any
instruction given by PGF and/or the Custodian's disregarding any AIG Series
Trust instruction. AIG Series Trust, on behalf of each Portfolio, agrees to
indemnify the Custodian for any loss, liability, claim or expense incurred by
the Custodian, except as may arise from the Custodian's own negligence, in
connection with actions omitted or taken by the Custodian pursuant to this
Agreement and/or any PGF instruction.
AIG Series Trust hereby confirms and agrees with the Custodian that, as a
condition of any obligation of the Custodian under this Section 7A of the
Agreement, AIG Series Trust shall at all times do, make, execute, and deliver
(and shall likewise use its best efforts to cause PGF to do, make, execute and
deliver) all such additional and further acts, instruments and documents as the
Custodian may at any time reasonably request in connection with instructions
under this Section 7A and any instructions from PGF, including, without
limitation, the execution and delivery of (a) one or more Authorized Signers
lists containing the names and signatures of each officer of AIG Series Trust or
PGF which are duly authorized to instruct the Custodian (such lists, as amended
from time to time, in a form similar to Exhibit 3 attached to this Agreement);
(b) funds transfer security procedure documentation for AIG Series Trust and
PGF; and (c) remote access services documentation for AIG Series Trust and PGF.
Notwithstanding any other provisions contained herein, AIG Series Trust hereby
agrees to notify PGF if it intends to amend the terms of this Section 7A.
IV. Except as specifically superseded or modified herein, the terms and
provisions of the Agreement shall continue to apply with full force and effect.
In the event of any conflict between the terms of the Agreement prior to this
amendment and this amendment, the terms of this amendment shall prevail.
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative.
EACH REGISTERED INVESTMENT FUND SIGNATURE ATTESTED TO BY:
COMPANY LISTED ON APPENDIX A
ON BEHALF OF ITSELF OR ITS PORTFOLIOS
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXX XXXXXX
-------------------------------------- -----------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx
Title: Vice President (Valic Company I Title Assistant Secretary
and Valic Company II):
Vice President and Asst. Secretary
(Seasons Series Trust and
SunAmerica Series Trust)
Vice President and Secretary (all
others)
Executed: April 4, 2006 Executed: April 4, 2006
-------------------------------------- -----------------------------
STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:
By: /s/ XXXXXX X. XXXXXX By: /S/ XXXX X. XXXX
-------------------------------------- -----------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxx
Title: Executive Vice President Title: Vice President & Counsel
Executed:MARCH 29, 2006 Executed:MARCH 29, 2006
-------------------------------------- -----------------------------
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EXHIBIT 1
REMEDY NOTICE
[PGF LETTERHEAD]
[Date]
[Time]
STATE STREET BANK AND TRUST COMPANY
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile No. 000-000-0000
Re: Remedy Notice -- AIG Series Trust
In accordance with Section 7A.1 of the Master Custodian Agreement (the
"Agreement") between AIG Series Trust (the "Fund") and State Street Bank and
Trust Company (the "Custodian") dated January 18, 2006, and Part 10 of the
Schedule to the ISDA 2002 Master Agreement (the "Put Agreement") dated as of
June 17, 2004, between the Fund and Prudential Global Funding, Inc. ("PGF"),
this letter constitutes a notification to the Custodian that the following
portfolios of the Fund ("Portfolios") are, and remain in, default, which default
has not been cured:
[List of Portfolios in default]
This letter further constitutes notice to the Custodian that PGF has chosen to
effect its remedies in Part 10 of the Put Agreement. In accordance therewith,
please be advised that commencing upon the Custodian's receipt of this notice,
an authorized person of PGF (whose name appears on the Authorized Signers List
known as Exhibit 3) shall be providing Proper Instructions to the Custodian with
regard to the _________ Portfolio(s) in accordance with Section 7A of the
Agreement.
Very truly yours,
Prudential Global Funding, Inc.
By:
--------------------------------
Authorized Signer
Name:
------------------------------
Title:
-----------------------------
cc: AIG SERIES TRUST
Harborside Financial Center, 0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxx, President
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EXHIBIT 2
CURE NOTICE
[PGF LETTERHEAD]
[Date]
[Time]
STATE STREET BANK AND TRUST COMPANY
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile No. 000-000-0000
Re: Cure Notice -- AIG Series Trust
In accordance with Section 7A.2 of the Master Custodian Agreement (the
"Agreement") dated January 18, 2006, between AIG Series Trust (the "Fund") and
State Street Bank and Trust Company (the "Custodian") and Part 10 of the
Schedule to the ISDA 2002 Master Agreement (the "Put Agreement") dated as of
June 17, 2004, between the Fund and Prudential Global Funding, Inc. ("PGF"),
this letter constitutes a notification to the Custodian that the default
reflected in the Remedy Notice(s) dated ____________, 200__, by the following
Portfolios ("Curing Portfolios") have been cured by the Fund.
[List of Portfolios that have cured default]
This letter further constitutes notice to the Custodian that PGF is no longer
authorized to issue instructions with regard to the Curing Portfolio(s), and in
accordance with Section 7A of the Agreement, the Custodian is hereby directed to
take Proper Instructions from the Fund or anyone authorized by the Fund
regarding the Curing Portfolios.
Very truly yours,
Prudential Global Funding, Inc.
By:
--------------------------------
Authorized Signer
Name:
------------------------------
Title:
-----------------------------
cc: AIG SERIES TRUST
Harborside Financial Center, 0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxx, President
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[FUND LETTERHEAD]
EXHIBIT 3
AUTHORIZED SIGNERS LIST -- AIG SERIES TRUST
I hereby certify, as _[officer of the fund] ____________ of AIG Series Trust,
that the following individuals of Prudential Global Funding, Inc., have been
authorized by AIG Series Trust, on behalf of its Portfolios, to instruct State
Street Bank and Trust Company, as Custodian for each Portfolio's assets, in
accordance with the terms of Section 7A of the Master Custodian Agreement
between AIG Series Trust and State Street Bank and Trust Company dated January
18, 2006.
------------------------------------ ------------------------------------
NAME: SIGNATURE:
------------------------------------ ------------------------------------
NAME: SIGNATURE:
------------------------------------ ------------------------------------
NAME: SIGNATURE:
------------------------------------ ------------------------------------
NAME: SIGNATURE:
------------------------------------ ------------------------------------
NAME: SIGNATURE:
------------------------------------ ------------------------------------
NAME: SIGNATURE:
AUTHORIZED BY:
---------------------------------------------
AUTHORIZED OFFICER OF AIG SERIES TRUST
DATED:
--------------------------------
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APPENDIX A
TO THE
MASTER CUSTODIAN AGREEMENT
BETWEEN
EACH AIG/SUNAMERICA REGISTERED INVESTMENT COMPANY AND
STATE STREET BANK AND TRUST COMPANY
DATED AS OF JANUARY 18, 2006 *
VALIC COMPANY I
- Asset Allocation Fund
- Blue Chip Growth Fund
- Capital Conservation Fund
- Core Equity Fund
- Government Securities Fund
- Growth & Income Fund
- Health Sciences Fund
- Income & Growth Fund
- International Equities Fund
- International Government Bond Fund
- International Growth I Fund
- Large Cap Growth Fund
- Mid Cap Index Fund
- Money Market I Fund
- Nasdaq-100(R) Index Fund
- Science & Technology Fund
- Small Cap Fund
- Small Cap Index Fund
- Social Awareness Fund
- Stock Index Fund
- Value Fund
- Inflation Protected Fund(1)
- Large Capital Growth Fund(1)
- Mid Cap Strategic Growth Fund(1)
- Broad Cap Value Fund(2)
- Foreign Value Fund(2)
- Global Equity Fund(2)
- Global Strategy Fund(2)
- Large Cap Core Fund(2)
- Small Cap Aggressive Growth Fund(2)
- Small Cap Special Values Fund(2)
- Small Cap Strategic Growth Fund(2)
- VALIC Ultra Fund(2)
----------
(1) VALIC Company I, Inflation Protected Fund, Large Capital Growth Fund and Mid
Capital Growth Fund became effective on December 20, 2004.
(2) VALIC Company I, Broad Cap Value Fund, Foreign Value Fund, Global Equity
Fund, Global Strategy Fund, Large Cap Core Fund, Small Cap Aggressive Growth
Fund, Small Cap Special Values Fund, Small Cap Strategic Growth Fund and VALIC
Ultra Fund will become effective on or about December 5, 2005.
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VALIC COMPANY II
- Aggressive Growth Lifestyle Fund
- Capital Appreciation Fund
- Conservative Growth Lifestyle Fund
- Core Bond Fund
- High Yield Bond Fund
- International Small Cap Equity Fund
- Large Cap Value Fund
- Mid Cap Growth Fund
- Mid Cap Value Fund
- Moderate Growth Lifestyle Fund
- Money Market II Fund
- Small Cap Growth Fund
- Small Cap Value Fund
- Socially Responsible Fund
- Strategic Bond Fund
SEASONS SERIES TRUST
- Multi-Managed Growth Portfolio
- Multi-Managed Moderate Growth Portfolio
- Multi-Managed Income/Equity Portfolio
- Multi-Managed Income Portfolio
- Asset Allocation: Diversified Growth Portfolio
- Focus Growth Portfolio
- Focus TechNet Portfolio
- Focus Growth and Income Portfolio
- Focus Value Portfolio
- Stock Portfolio
- Large Cap Growth Portfolio
- Large Cap Composite Portfolio
- Large Cap Value Portfolio
- Mid Cap Growth Portfolio
- Mid Cap Value Portfolio
- Small Cap Portfolio
- International Equity Portfolio
- Diversified Fixed Income Portfolio
- Cash Management Portfolio
- Allocation Growth Portfolio(3)
- Allocation Moderate Portfolio(3)
- Allocation Balanced Portfolio(3)
- Allocation Conservative Portfolio(3)
- Strategic Fixed Income Portfolio(3)
----------
(3) Seasons Series Trust, Allocation Growth Portfolio, Allocation Moderate
Portfolio, Allocation Balanced Portfolio, Allocation Conservative Portfolio and
Strategic Fixed Income Portfolio became effective on January 18, 2005.
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SUNAMERICA SERIES TRUST
- Cash Management Portfolio
- Corporate Bond Portfolio
- Global Bond Portfolio
- High-Yield Bond Portfolio
- Worldwide High Income Portfolio
- SunAmerica Balanced Portfolio
- MFS Total Return Portfolio
- Telecom Utility Portfolio
- Equity Income Portfolio
- Equity Index Portfolio
- Growth-Income Portfolio
- Federated American Leaders Portfolio
- Xxxxx Venture Value Portfolio
- "Dogs" of Wall Street Portfolio
- Alliance Growth Portfolio
- Xxxxxxx Sachs Research Portfolio
- MFS Massachusetts Investors Trust Portfolio
- Xxxxxx Growth: Voyager Portfolio
- Blue Chip Growth Portfolio
- Real Estate Portfolio
- Small Company Value Portfolio
- MFS Mid-Cap Growth Portfolio
- Aggressive Growth Portfolio
- Growth Opportunities Portfolio
- Xxxxxxx Growth Portfolio
- Technology Portfolio
- Small & Mid Cap Value Portfolio
- International Growth and Income Portfolio
- Global Equities Portfolio
- International Diversified Equities Portfolio
- Emerging Markets Portfolio
- Foreign Value Portfolio
ANCHOR SERIES TRUST
- Growth Portfolio
- Growth and Income Portfolio
- Capital Appreciation Portfolio
- Natural Resources Portfolio
- Asset Allocation Portfolio
- Multi-Asset Portfolio
- Strategic Multi-Asset Portfolio
- Money Market Portfolio
- Government and Quality Bond Portfolio
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SUNAMERICA FOCUSED SERIES, INC.
- Focused Multi-Cap Growth Portfolio
- Focused Large-Cap Growth Portfolio
- Focused Growth and Income Portfolio
- Focused Large-Cap Value Portfolio
- Focused Small-Cap Value Portfolio (a)
- Focused Dividend Strategy Portfolio
- Focused Multi-Cap Value Portfolio
- Focused Technology Portfolio
- Focused Small-Cap Growth Portfolio (b)
- Focused International Equity Portfolio
- Focused Equity Strategy Portfolio
- Focused Multi-Asset Strategy Portfolio
- Focused Balanced Strategy Portfolio
- Focused Fixed Income and Equity Strategy Portfolio
- Focused Fixed Income Strategy Portfolio
- Focused Mid-Cap Growth Portfolio
- Focused Mid-Cap Value Portfolio
SUNAMERICA EQUITY FUNDS
- SunAmerica Value Fund
- SunAmerica Balanced Assets Fund
- SunAmerica Blue Chip Growth Fund
- SunAmerica Growth and Income Fund
- SunAmerica Growth Opportunities Fund
- SunAmerica New Century Fund
- SunAmerica International Equity Fund
- SunAmerica Biotech/Health Fund
- Taxed Managed Equity Fund
SUNAMERICA INCOME FUNDS
- SunAmerica Strategic Bond Fund
- SunAmerica GNMA Fund
- SunAmerica High Yield Bond Fund
- SunAmerica Tax Exempt Insured Fund
- SunAmerica US Government Securities Fund
- SunAmerica Core Bond Fund
SUNAMERICA FOCUSED ALPHA GROWTH FUND, INC.
SUNAMERICA FOCUSED ALPHA LARGE-CAP FUND, INC.
SUNAMERICA MONEY MARKET
- SunAmerica Money Market Fund
- SunAmerica Municipal Money Market Fund
Footnotes:
(a) The Focused Small-Cap Value Portfolio was formerly known as the Focused 2000
Value Portfolio.
(b) The Focused Small-Cap Growth Portfolio was formerly known as the Focused
2000 Growth Portfolio.
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AIG SERIES TRUST
- 2010 High Watermark Fund
- 2015 High Watermark Fund
- 2020 High Watermark Fund
- 2025 High Watermark Fund
- Long Horizon Fund
- Short Horizon Income Fund
SUNAMERICA SENIOR FLOATING RATE FUND, INC.*
*Appendix A revised as of March 9, 2006, to add SunAmerica Senior Floating Rate
Fund, Inc.
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