Exhibit (d)(xxii)
AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of October 3, 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, 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 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. Schedule A to the Subadvisory Agreement is hereby amended to reflect the
amended fee with respect to the SunAmerica Series Trust International
Diversified Equities 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)
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International Diversified Equities Portfolio 0.45% on first $250 million
0.40% on next $250 million
0.35% over $500 million
2. 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.
3. 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.
4. 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. XXXXXX XXXXXXX INVESTMENT 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 Title: Managing Director
Officer
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SCHEDULE A
Effective October 3, 2005
ANNUAL FEE
(AS A PERCENTAGE OF THE AVERAGE
DAILY NET ASSETS THE SUBADVISER
PORTFOLIO(S) MANAGES IN THE PORTFOLIO)
------------ -------------------------------
International Diversified Equities Portfolio 0.45% on first $250 million
0.40% on next $250 million
0.35% over $500 million
Technology Portfolio 0.50% on the first $250 million
0.45% on the next $250 million
0.40% over $500 million
Worldwide High Income Portfolio 0.45% on the first $350 million
0.40% over $350 million
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