Exhibit (d)(xv)
[FORM OF]
AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of February 14, 2005 by and between AIG SUNAMERICA ASSET MANAGEMENT
CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware
corporation (the "Adviser"), and JANUS CAPITAL MANAGEMENT LLC, a Delaware
limited liability company (the "Subadviser").
WITNESSETH:
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; and
WHEREAS, the Adviser and Subadviser are parties to that certain
Subadvisory Agreement dated April 3, 2002, as amended December 2, 2002
("Subadvisory Agreement"), 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. The following new paragraphs shall be added to the Subadvisory
Agreement:
18. PROXY VOTING. The Adviser will vote proxies relating to the
Portfolios' securities. The Adviser will vote all such proxies in
accordance with such proxy voting guidelines and procedures adopted by the
Board of Trustees. The Adviser may, on certain non-routine matters,
consult with the Subadviser before voting proxies relating to the
Portfolios' securities. The Adviser will instruct the custodian and other
parties providing services to the Trust promptly to forward to the proxy
voting service copies of all proxies and shareholder communications
relating to securities held by each Portfolio (other than materials
relating to legal proceedings).
19. CONFIDENTIALITY. The Subadviser will not disclose or use any
records or information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized in this Agreement or as
reasonably required to execute transactions on behalf of the Portfolios,
and will keep confidential any non-public information obtained directly as
a result of this service relationship, and the Subadviser shall disclose
such non-public information only if the Adviser or the Board of Trustees
has authorized such disclosure by prior written consent, or if such
information is or hereafter otherwise is known by the Subadviser or has
been disclosed, directly or indirectly, by the Adviser or the Trust to
others becomes ascertainable from public or published information or trade
sources, or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities, or to the extent such
disclosure is reasonably required by auditors or attorneys of the
Subadviser in connection with the performance of their professional
services or as may otherwise be contemplated by this Agreement.
Notwithstanding the foregoing, the Subadviser may disclose the total
return earned by the Portfolios and may include such total return in the
calculation of composite performance information.
2. Schedule A to the Subadvisory Agreement is hereby amended to reflect
the addition of the Focus Growth Portfolio. The revised Schedule A is also
attached hereto.
Fee Rate
(as a percentage of the average
daily net assets the Subadviser
Portfolio(s) manages in the portfolio)
Focus Growth Portfolio [Confidential]
Subadviser shall manage the Focus Growth Portfolio assets and shall be
compensated as noted above.
3. 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.
4. 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.
5. MISCELLANEOUS. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Subadvisory Agreement.
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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 JANUS CAPITAL MANAGEMENT
CORP. LLC
By: ____________________________________ By: ___________________________
Name: Xxxxx X. Xxxxxxx Name:
Title: President and Chief Executive Officer Title:
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