EXHIBIT (d)(xvii)
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of January 1, 2005 by and between AIG SUNAMERICA ASSET MANAGEMENT
CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware
corporation (the "Adviser"), and XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC., a
Delaware corporation (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, 2000, 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 1, 1999, as amended, 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:
16. 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, or to the extent such disclosure is reasonably required
by auditors or attorneys of the Subadviser in connection with the
performance of their professional services or as may otherwise be
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. Schedule A to the Subadvisory Agreement is hereby amended to reflect
the amended fees with respect to the SunAmerica Series Trust Technology
Portfolio and the Worldwide High Income Portfolio. Schedule A is also
attached hereto.
Annual Fee
(as a percentage of the average daily net
assets the Subadviser manages in the
Portfolio(s) portfolio)
------------------------------- ------------------------------------------
Technology Portfolio 0.50% on first $250 million
0.45% on next $250 million
0.40% over $500 million
Worldwide High Income Portfolio .45% on first $350 million
.40% over $350 million
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 XXXXXX XXXXXXX INVESTMENT
CORP. MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------- --------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer Title: Managing Director
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SCHEDULE A
Effective January 1, 2005
ANNUAL FEE
(AS A PERCENTAGE OF THE AVERAGE DAILY NET
ASSETS THE SUBADVISER MANAGES IN THE
PORTFOLIO(S) PORTFOLIO)
-------------------------------------------- -----------------------------------------
INTERNATIONAL DIVERSIFIED EQUITIES PORTFOLIO 0.65% ON FIRST $350 MILLION
0.60% OVER $350 MILLION
TECHNOLOGY PORTFOLIO 0.50% ON FIRST $250 MILLION
0.45% ON NEXT $250 MILLION
0.40% OVER $500 MILLION
WORLDWIDE HIGH INCOME PORTFOLIO .45% ON FIRST $350 MILLION
.40% OVER $350 MILLION
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