AMENDMENT NO. 4 TO THE SUBADVISORY
AGREEMENT
This AMENDMENT NO. 4 TO THE SUBADVISORY
AGREEMENT (the "Amendment") is effective as of October 1,
2013 by and between 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, 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.
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 Blue Chip Growth
Portfolio and fee reductions to the MFS Massachusetts
Investors Trust Portfolio. Schedule A is also attached
hereto.
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
Blue Chip Growth Portfolio
0.325% first $50 million
0.225% next $100 million
0.200% next $350 million
0.150% over $500 million
MFS Massachusetts Investors Trust Portfolio
0.375% first $250 million
0.350% next $250 million
0.325% next $1 billion
0.250% over $1.5 billion
Subadviser shall manage the Blue Chip Growth Portfolio
and MFS Massachusetts Investors Trust Portfolio assets
and shall be compensated as noted above.
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.
SUNAMERICA ASSET MANAGEMENT CORP.
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By: ____/s/ ▇▇▇▇▇ ▇. Harbeck_________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
By: ____/s/ ▇▇▇▇▇▇ ▇. Manning______________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
SCHEDULE A
Effective October 1, 2013
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
MFS Massachusetts Investors Trust Portfolio
0.375% first $250 million
0.350% next $250 million
0.325% next $1 billion
0.250% over $1.5 billion
MFS Total Return Portfolio
0.375% first $500 million
0.350% next $250 million
0.320% next $250 million
0.300% over $1 billion
Telecom Utility Portfolio
0.375% first $250 million
0.325% next $500 million
0.300% next $750 million
0.250% over $1.5 billion
Blue Chip Growth Portfolio
0.325% first $50 million
0.225% next $100 million
0.200% next $350 million
0.150% over $500 million
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P:\PUBLIC\PRODLAW\securities compliance\SunAmerica Series Trust
\Agreements\Subadviser Agreements\MFS\MFS Amendment
No. 4 to Subadvisory Agreement (10-01-13).doc