Exhibit 23(d)(xxiv)
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 XXXXXXX CAPITAL MANAGEMENT, 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 January 2, 2001 (the "Subadvisory Agreement"), 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 first sentence of Section 2(b) of the Subadvisory Agreement shall be
amended to delete the words "and rewarding sales or distribution."
2. 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, settle, reconcile or otherwise facilitate
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, or 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 or appropriate for the Subadviser to carry out its
duties on behalf of its clients, including the Portfolios,
and where Subadviser has obtained a confidentiality agreement or otherwise
has reasonable expectations that such information will not be misused.
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.
3. 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.
4. 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.
5. 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. XXXXXXX CAPITAL MANAGEMENT LLC
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXXXXXX X. XXXXXXX
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx
Title: President and Chief Executive Title: President
Officer
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