EXHIBIT 23(D)(XXVI)
[FORM OF]
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of May 1, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP.
(formerly known as SunAmerica Asset Management Corp.), a Delaware corporation
(the "Adviser"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, 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.
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, 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. Paragraph 19 to the Subadvisory Agreement, titled Proxy Voting, is
deleted in its entirety and replaced with the following paragraph:
19. PROXY VOTING. The Adviser will vote proxies relating to the
Portfolio's securities. The Adviser will vote all such proxies in
accordance with such proxy voting guidelines and procedures adopted by
the Board of Trustees. The Adviser may, on certain non-routine
matters, consult with the Subadviser before voting proxies relating to
the Portfolio's securities. The Adviser will instruct the custodian
and other parties providing services to the Trust promptly to forward
to the proxy voting service copies of all proxies and shareholder
communications relating to securities held by each Portfolio (other
than materials relating to legal proceedings).
3. Schedule A to the Subadvisory Agreement is hereby amended to reflect the
addition of the SunAmerica Series Trust Telecom Utility 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)
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Telecom Utility Portfolio 0.375% on the first $250 million
0.325% on the next $500 million
0.300% on the next $750 million
0.250% over $1.5 billion
Subadviser shall managed the Telecom Utilities Portfolio assets and shall
be compensated as noted above.
4. 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.
5. 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.
6. MISCELLANEOUS. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Subadvisory Agreement.
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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. MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: By:
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name:
----------------------------------
Title: President and Chief Executive Title:
Officer ---------------------------------
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SCHEDULE A
Effective May 1, 2007
ANNUAL FEE
(AS A PERCENTAGE OF THE AVERAGE
DAILY NET ASSETS THE SUBADVISER
PORTFOLIO(S) MANAGES IN THE PORTFOLIO)
------------ --------------------------------
MFS MASSACHUSETTS INVESTORS TRUST PORTFOLIO 0.400% on the first $300 million
0.375% on the next $300 million
0.350% on the next $300 million
0.325% on the next $600 million
0.250% over $1.5 billion
MFS TOTAL RETURN PORTFOLIO 0.375%
TELECOM UTILITY PORTFOLIO 0.375% on the first $250 million
0.325% on the next $500 million
0.300% on the next $750 million
0.250% over $1.5 billion
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