EXHIBIT 23(D)(XVIII)
[FORM OF]
AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of May 1, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT
CORP., a Delaware corporation (the "Adviser"), and X.X. XXXXXX 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, 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 November 1, 2005, as amended effective January 23, 2006 (the
"Subadvisory Agreement") with respect to the Trust; and
WHEREAS, the parties wish to amend the Subadvisory Agreement as set forth
below.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Schedule A to the Subadvisory Agreement is hereby amended to reflect the
addition of the SunAmerica Series Trust Mid-Cap Growth Portfolio. Schedule
A is also attached hereto.
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
Portfolio(s) manages in the portfolio)
------------ -------------------------------
Mid-Cap Growth Portfolio 0.42% on the first $100 million
0.40% over $100 million
Subadviser shall manage the Mid-Cap Growth Portfolio assets and shall be
compensated as noted above.
2. 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.
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. X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By: By:
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxx Name:
Title: President and Chief Executive ----------------------------------
Officer Title:
---------------------------------
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SCHEDULE A
Effective May 1, 2007
ANNUAL FEE
(AS A PERCENTAGE OF THE AVERAGE DAILY NET
ASSETS THE SUBADVISER MANAGES IN THE
PORTFOLIO(S) PORTFOLIO)
------------ -----------------------------------------
Global Equities Portfolio 0.45% on the first $50 million
(Tax ID No. 00-0000000) 0.40% on the next $100 million
0.35% on the next $350 million
0.30% over $500 million
Balanced Portfolio 0.40% on the first $50 million
(Tax ID No. 00-0000000) 0.30% on the next $100 million
0.25% over $200 million
Mid-Cap Growth Portfolio 0.42% on the first $100 million
(Tax ID No. 00-0000000) 0.40% over $100 million
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