Exhibit (d)(xi)
ASSUMPTION AGREEMENT
Agreement made as of March 28, 2003 between XXXXXXX, XXXXX & CO. ("GS&Co") and
XXXXXXX SACHS ASSET MANAGEMENT, L.P. ("GSAM LP"), each a wholly-owned direct and
indirect subsidiary of THE XXXXXXX XXXXX GROUP, INC.
WHEREAS, SunAmerica Series Trust (the "Trust") is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act")';
WHEREAS, GS&Co. has been previously appointed as sub-investment adviser to
the Xxxxxxx Sachs Research Portfolio (the "Portfolio") of the Trust pursuant to
a Subadvisory Agreement with SunAmerica Asset Management Corp. dated January 1,
1999 as amended May 23 2000 (the "Subadvisory Agreement"); and
WHEREAS, GS&Co. and GSAM LP intend that GSAM LP act as sub-investment
adviser with respect to the Portfolio pursuant to the Subadvisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. GSAM LP hereby assumes all rights and obligations of GS&Co. under the
Subadvisory Agreement with respect to the Portfolio.
2. GS&CO and GSAM LP hereby represent that after the assumption referred
to above: (a) the management personnel of GS&Co. responsible for providing
sub-investment advisory services to the Portfolio under the Subadvisory
Agreement, including the portfolio managers and the supervisory personnel, will
provide the same services for the Portfolio as officers or employees of GSAM LP;
and (b) both GS&Co and GSAM LP will be wholly owned direct and indirect
subsidiaries of the Xxxxxxx Xxxxx Group, Inc. Consequently, GS&Co. and GSAM LP
believe that the assumption effected by this Agreement does not involve a change
in actual control or actual management with respect to the sub-investment
adviser for the Portfolio.
3. GSAM LP is hereby bound by all of the terms of the Subadvisory
Agreement, which will continue in full force and effect with respect to GSAM LP.
INWITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: /s/ Xxxxx X XxXxxxxx XXXXXXX, XXXXX & CO.
--------------------
By: /s/ Xxx X. Xxxxxx
----------------------
(Authorized Officer)
Name: Xxx X. Xxxxxx
Title: Vice President
Attest: /s/ Xxxxx X XxXxxxxx XXXXXXX XXXXX ASSET
-------------------- MANAGEMENT, L.P.
By: /s/ Xxxxxx Xxxxxxx
----------------------
(Authorized Officer)
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
Acknowledged and Accepted as of the Date
First Set Forth Above
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President & General Counsel
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