Exhibit (d)(xvii)
AMENDMENT TO SUBADVISORY AGREEMENT
This AMENDMENT 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 LORD, XXXXXX & CO. LLC (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 January 12, 1999, as amended (the "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. Schedule A to the Subadvisory Agreement is hereby amended to reflect
the amended fees with respect to the Seasons Series Trust International
Equities Portfolio and Mid Cap Value 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)
--------------------------------- --------------------------------
International Equities Portfolio [Confidential]
Mid Cap Value Portfolio [Confidential]
2. The following new paragraph shall be added to the Subadvisory
Agreement:
18. CONFIDENTIALITY. The receiving party 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 receiving party shall disclose such
non-public information only if the disclosing party 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 receiving party
or has been disclosed, directly or indirectly, by the disclosing party 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 receiving party 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.
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 CORP. LORD, XXXXXX & CO. LLC
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXXX X. XXXXXX
-------------------- --------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer Title: Member
