ADVISORY FEE WAIVER AGREEMENT
SEASONS SERIES TRUST
International Equity Portfolio
This ADVISORY FEE WAIVER AGREEMENT, effective as of
December 1, 2014, is by and between SunAmerica Asset Management,
LLC (the "Adviser") and Seasons Series Trust (the "Trust"), on behalf of
the International Equity Portfolio (the "Portfolio").
WHEREAS, the Trust is a Massachusetts business trust and is
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as an open-end management investment company of the
series type; and
WHEREAS, the Trust and the Adviser have entered into an
Investment Advisory and Management Agreement dated January 1,
1999, as amended from time-to-time ("Advisory Agreement"), pursuant
to which the Adviser provides investment advisory services to the
Portfolio for compensation based on the value of the average daily net
assets of the Portfolio; and
WHEREAS, the Trust and the Adviser have determined that it is
appropriate and in the best interests of the Portfolio and its shareholders
to maintain the expenses of the Portfolio at levels agreeable to the Trust
and the Adviser; and
NOW THEREFORE, the parties hereto agree as follows:
1. Advisory Fee Waiver.
During the term of this Agreement, the Adviser hereby agrees to
limit its total investment advisory fee to 0.91% first $250
million; 0.86% next $250 million and 0.81% over $500 million
(waiving 0.04% of advisory fees).
2. Term and Termination of Agreement.
With respect to the Portfolio, this Agreement shall have an initial
term through July 29, 2016 and may continue from year to year
thereafter as approved by the Board of Trustees of the Trust.
Notwithstanding the previous sentence, this Agreement shall
terminate upon termination of the Advisory Agreement with
respect to the Portfolio, or it may be terminated by the Trust,
without payment of any penalty, upon sixty (60) days' prior
written notice to the Adviser at its principal place of business.
3. Miscellaneous.
A. Captions. The captions in this Agreement are included
for convenience of reference only and in no other way
define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
B. Definitions. Any question of interpretation of any term
or provision of this Agreement, including but not limited
to the investment advisory fee, the computations of net
asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and
provisions of the Advisory Agreement or the 1940 Act,
shall have the same meaning as and be resolved by
reference to such Advisory Agreement or the 1940 Act.
C. Choice of Law. This Agreement shall be governed by
the law of the State of New York, without regard to the
conflicts of law provisions thereof.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed by their respective officers thereunto duly
authorized and their respective corporate seals to be hereunto affixed, as
of the day and year first above written.
SEASONS SERIES TRUST
SUNAMERICA ASSET
MANAGEME
NT, LLC
By: By:
Name: Xxxx X. Xxxxxx Name: Xxxxx
X. Xxxxxxx
Title: Vice President & Secretary Title:
President and Chief Executive Officer
ATTEST: ATTEST:
By: By:
Name: Xxxxx Xxxxxx Name:
Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary Title:
Assistant Secretary
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