Exhibit 23(d)(xxxvii)
MASTER-FEEDER ADDENDUM
TO THE
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This ADDENDUM dated September 1, 2006, relates to and is part of the
Investment Advisory and Management Agreement dated January 1, 1999, as amended
on May 23, 2000, November 29, 2000, August 1, 2002, January 1, 2005, October 3,
2005 and June 1, 2006 ("Advisory Agreement") between SunAmerica Series Trust, a
Massachusetts business trust (the "Trust"), and AIG SunAmerica Asset Management
Corp., a Delaware corporation (the "Adviser"). The Trust has created four new
portfolios to be named the American Funds Asset Allocation SAST Portfolio,
American Funds Growth SAST Portfolio, American Funds Growth-Income SAST
Portfolio, and American Funds Global Growth SAST Portfolio (collectively, the
"Portfolios"), and desires to retain the Adviser to provide advisory services to
the Portfolios pursuant to the Advisory Agreement, as modified hereto.
This Addendum clarifies certain terms of the Advisory Agreement solely with
respect to the Portfolios. All terms of the Advisory Agreement shall apply with
respect to the Portfolios, except to the extent modified pursuant hereto. Any
terms not defined herein shall have the meaning ascribed to them in the Advisory
Agreement.
Each Portfolio has been initially structured as a "feeder fund," with the
initial investment strategy to invest all of its assets in a single open-end
investment company or series thereof (a "Master Fund").
1. Withdrawal From Master Fund Terminates Addendum. The terms and conditions
of this Addendum shall be in effect with respect to a Portfolio only during
such time as the Portfolio invests all of its assets in a Master Fund. If
the Adviser determines, subject to approval of the Board of Trustees of the
Trust (the "Board"), that a Portfolio's assets shall be withdrawn from a
Master Fund and not be invested in another Master Fund, upon the event of
such withdrawal, the assets of the Portfolio shall be managed in accordance
with the terms and conditions of the Advisory Agreement and this Addendum
shall be of no further force or effect with respect to that Portfolio until
such time as the assets of the Portfolio shall subsequently be invested in
a different Master Fund, at which time this Addendum shall resume
effectiveness.
2. Appointment. The Trust has appointed the Adviser provided that in addition
to the methods contemplated by the Advisory Agreement for the management of
the assets of the Portfolios, the Adviser will provide investment
management services in a manner consistent with Section 3 of this Addendum.
3. Services of the Adviser - Investment in Master Fund. For so long as a
Portfolio invests all of its assets in a Master Fund, the Adviser shall:
a. analyze, select, and recommend for consideration and approval by the
Board, a Master Fund for investment by the Portfolio;
b. monitor and evaluate the (i) performance of the Master Fund in
comparison to peer and benchmark performance in light of the investment
objectives and policies of the Master Fund, (ii) the level of expenses
borne by each Portfolio as a result of its investment in a Master Fund; and
(iii) the services and level of fees of service providers to the
Portfolios;
c. provide to the Board such periodic and special reports related to
monitoring performance, expenses, compliance functions and such other
information as the Board may reasonably request;
d. coordinate with the investment adviser of the Master Funds to (i) obtain
such information,
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reports, certifications, signatures and other materials to the extent such
information may be required for the composition and filing of the New
Portfolios' registration statements, shareholder reports and other
disclosure materials; and (ii) ensure the appropriate flow of information,
including but not limited to daily pricing of the Master Funds' shares and
purchases/redemptions of the Master Funds' shares;
e. prepare the Portfolios' registration statement, shareholder reports and
other periodic reports, which, as a result of the Portfolios' adoption of a
fiscal year end corresponding with the Master Funds' fiscal year, must be
filed on a different schedule than the Trust's other portfolios;
f. if appropriate, recommend for consideration by the Board that the
Portfolio withdraw its investment in a Master Fund and that subsequent to
such withdrawal:
(1) the Portfolio invest in another Master Fund; or
(2) the Portfolio be managed in accordance with the terms and
conditions of the Advisory Agreement.; and
g. provide such other services as may be agreed to between the Trust and
the Adviser from time to time.
4. Expenses. For so long as this Addendum is in effect, the Adviser will pay
all expenses incurred by it in connection with its services provided under
Section 3 of this Addendum, except such expenses as are assumed by the
Trust under the Advisory Agreement and this Addendum. The Trust shall be
responsible for all of the other expenses of its operations not identified
in Section 3 of this Addendum, and may retain the Adviser or other service
providers to provide services with respect to those or other operations of
the Trust. Such expenses for which the Trust is responsible include, but
are not limited to, the expenses described in Section 3 of the Advisory
Agreement; expenses of transitioning to a new Master Fund, including, but
not limited to, legal, accounting or administrative services, and
negotiating agreements with the investment adviser of the Master Fund or
the Master Fund in connection with changes in Master Funds; and in the
event the Adviser determines, subject to approval of the Board, that the
assets of a Portfolio shall be withdrawn from the Master Fund and managed
in accordance with the terms and conditions of the Advisory Agreement, the
expenses of transitioning the assets of the Portfolio to be so managed.
5. Compensation. For the investment management services provided by the
Adviser to the Portfolios pursuant to the Advisory Agreement and this
Addendum, the Adviser shall be compensated in the manner set forth in
Section 4 of the Advisory Agreement.
IN WITNESS HEREOF, the parties hereto have caused this Addendum to be
executed by their officers designated below as of the day and year first above
written.
SUNAMERICA SERIES TRUST AIG SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary Title: Vice President and Deputy
General Counsel
ATTEST: ATTEST:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Associate Counsel
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