AMENDMENT NO. 2
TO
SUBADVISORY AGREEMENT
This AMENDMENT NO. 2 TO SUBADVISORY
AGREEMENT is dated as of October 2, 2007, by and between
AIG SUNAMERICA ASSET MANAGEMENT CORP.,
formerly known as SunAmerica Asset Management Corp., a
Delaware corporation (the Adviser ), and XXXXXXX XXXXX
ASSET MANAGEMENT, L.P., formerly known as Xxxxxxx
Sachs Asset Management (the Subadviser ).
W I T N E S S E T H:
WHEREAS, the Adviser and Seasons 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;
WHEREAS, the Adviser and the Subadviser are parties to a
Subadvisory Agreement dated January 12, 1999, as amended from
time to time (the Subadvisory Agreement ), pursuant to which the
Subadviser furnishes investment advisory services to certain series
(the Portfolios ) of the Trust, as listed on Schedule A of the
Subadvisory Agreement;
WHEREAS, the parties desire to amend the Subadvisory
Agreement to comply with the requirements of rules 17a-10, 10f-3,
12d3-1 and 17e-1 under the Investment Company Act of 1940, as
amended, relating to certain exemptions available for transactions
with subadvisory affiliates; and
WHEREAS, the Board of Trustees of the Trust has
approved this Amendment to the Subadvisory Agreement and it is
not required to be approved by the shareholders of the Portfolios.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. The following provision is inserted in Section 1 of the
Subadvisory Agreement:
The Subadviser also represents and warrants that in furnishing
services hereunder, the Subadviser will not consult with any other
subadviser of the Portfolios or other series of the Trust, to the
extent any other subadvisers are engaged by the Adviser, or any
other subadvisers to other investments companies that are under
common control with the Trust, concerning transactions of the
Portfolios in securities or other assets, other than for purposes of
complying with the conditions of paragraphs (a) and (b) of rule
12d3-1 under the Act.
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
Subadvisory 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 Agreement as of
the date first above written.
AIG SUNAMERICA ASSET
MANAGEMENT CORP.
By: /s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
XXXXXXX XXXXX ASSET
MANAGEMENT, L.P.
By: /s/ XXXXX X. XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
2
P:\PUBLIC\PRODLAW\Securities Compliance\Seasons Series Trust
\Agreements\Subadvisory Agreements\GSAM\GSAM Amendment 2 to
Subadvisory Agreement 10-02-07.doc
