SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT
("Agreement") is dated as of February 6, 2017 by and
between SUNAMERICA ASSET MANAGEMENT,
LLC, a Delaware limited liability company (the
"Adviser"), and ▇▇▇▇▇▇▇▇ INVESTMENT
MANAGEMENT NORTH AMERICA INC., a Delaware
corporation (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
which the Adviser may delegate one or more of its duties to
a subadviser pursuant to a written subadvisory agreement;
and
WHEREAS, the Trust is registered under the
Investment Company Act of 1940, as amended (the "Act"),
as an open-end management investment company and may
issue shares of beneficial interest, without par value, in
separately designated portfolios representing separate funds
with their own investment objectives, policies and
purposes; and
WHEREAS, the Subadviser is engaged in the
business of rendering investment advisory services and is
registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act");
and
WHEREAS, the Adviser desires to retain the
Subadviser to furnish investment advisory services to the
investment portfolio(s) of the Trust listed on Schedule A
attached hereto (each, a "Portfolio," and collectively, the
"Portfolio(s)"), and the Subadviser is willing to furnish
such services;
NOW, THEREFORE, it is hereby agreed between
the parties hereto as follows:
1. Duties of the Subadviser. The Adviser
hereby engages the services of the Subadviser in
furtherance of the Advisory Agreement. Pursuant to this
Agreement and subject to the oversight and review of the
Adviser, the Subadviser will manage the investment and
reinvestment of the assets of each Portfolio. The
Subadviser will determine, in its discretion and subject to
the oversight and review of the Adviser, the securities and
other investments or instruments to be purchased or sold,
will provide the Adviser with records concerning its
activities which the Adviser or the Trust is required to
maintain, and will render regular reports to the Adviser and
to officers and Trustees of the Trust concerning its
discharge of the foregoing responsibilities. The Subadviser
shall discharge the foregoing responsibilities subject to the
control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees of the Trust
may from time to time establish, as provided in writing to
the Subadviser from time to time, and in compliance with
(a) the objectives, policies, restrictions and limitations for
the Portfolio(s) as set forth in the Trust's current prospectus
and statement of additional information, as provided by the
Adviser to the Subadviser; and (b) applicable laws and
regulations.
The Subadviser represents and warrants to
the Adviser that it will manage the Portfolio(s) at all times
(a) in compliance with all applicable federal and state laws,
including securities, commodities and banking laws,
governing its operations and investments; (b) the provisions
of the Act and rules adopted thereunder; (c) the objectives,
policies, restrictions and limitations for the Portfolio(s) as
set forth in the Trust's current prospectus and statement of
additional information (together, the "Registration
Statement") as most recently provided by the Adviser to the
Subadviser; and (d) the policies and procedures as adopted
by the Trustees of the Trust provided in writing to the
Subadviser. The Subadviser further represents and
warrants to the Adviser that it will manage each Portfolio in
compliance with Section 851(b)(2) and (3) of Subchapter
M of the Internal Revenue Code of 1986, as amended (the
"Code") and Section 817(h) of Subchapter L of the Code,
solely with respect to the assets of the Portfolio(s) which
are under its management and based on information
provided by the custodian of the Portfolio(s). Furthermore,
the Adviser will work in conjunction with the Subadviser to
undertake any corrective action that may be required as
advised by a Portfolio's tax advisor in a timely manner
following quarter end in order to allow the Subadviser to
resolve the issue within the 30-day cure period under the
Code.
The Subadviser further represents and
warrants that to the extent that any statements or omissions
made in any Registration Statement for the shares of the
Trust, or any amendment or supplement thereto, as
provided to the Subadviser, are made in reliance upon and
in conformity with information furnished by the Subadviser
in writing expressly for use therein, such Registration
Statement and any amendments or supplements thereto
will, when they become effective, with respect to such
furnished information, conform in all material respects to
the requirements of the Securities Act of 1933 and the
rules and regulations of the Securities and Exchange
Commission ("SEC") thereunder (the "1933 Act") and
the Act and will not contain any untrue statement of a
material fact or omit to state any material fact required to
be stated therein or necessary to make the statements
therein not misleading.
The Subadviser agrees: (a) to maintain a
level of errors and omissions or professional liability
insurance coverage that, at all times during the course of
this Agreement, is appropriate given the nature of its
business, and (b) from time to time and upon reasonable
request, to supply evidence of such coverage to the
Adviser.
The Subadviser accepts such employment
and agrees, at its own expense, to render the services set
forth herein and to provide the office space, furnishings,
equipment and personnel required by it to perform such
services on the terms and for the compensation provided in
this Agreement. The Subadviser shall not be responsible
for the other expenses of a Portfolio, including, without
limitation, fees of a Portfolio's independent public
accountants, transfer agent, custodian and other service
providers who are not employees of the Subadviser;
brokerage commissions and other transaction-related
expenses; tax-reporting; taxes levied against a Portfolio or
any of its property; and interest expenses of a Portfolio.
The Subadviser also represents and warrants
that in furnishing services hereunder, the Subadviser will
not consult with any other subadviser of the Portfolio(s) or
other series of the Trust, to the extent any other subadvisers
are engaged by the Adviser, or any other subadvisers to
other investment companies that are under common control
with the Trust, concerning transactions of the Portfolio(s)
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. Notwithstanding anything in
this provision or the Agreement to the contrary, Adviser
acknowledges and agrees that in furnishing the services
hereunder, the Subadviser is authorized to engage its
affiliate, ▇▇▇▇▇▇▇▇ Investment Management North America
Limited, (the "Subadvisory Affiliate"), to perform
investment management services for the Portfolio(s);
provided that the Subadviser shall continue to be liable and
accountable for any acts or omissions of the Subadvisory
Affiliate, as if such acts or omissions were its own.
The Adviser acknowledges that the
Subadviser and its delegates do not hold client money
and/or custody assets.
2. Portfolio Transactions. The Subadviser is
responsible for decisions, and is hereby authorized, to buy
or sell securities and other investments or instruments for
the Portfolio(s), broker-dealers, futures commission
merchants' and other counterparties selection, and
negotiation of brokerage commission and futures
commission merchants' rates. As a general matter, in
executing Portfolio transactions, the Subadviser may
employ or deal with such broker-dealers or futures
commission merchants as may, in the Subadviser's best
judgment, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission
rates. In selecting such broker-dealers or futures
commission merchants, the Subadviser shall consider all
relevant factors including price (including the applicable
brokerage commission, dealer spread or futures
commission merchant rate), the size of the order, the nature
of the market for the security or other investment, the
timing of the transaction, the reputation, experience and
financial stability of the broker-dealer or futures
commission merchant involved, the quality of the service,
the difficulty of execution, the execution capabilities and
operational facilities of the firm involved, and, in the case
of securities, the firm's risk in positioning a block of
securities. Subject to such policies as the Trustees may
determine and consistent with Section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934
Act"), the Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of the
Subadviser's having caused a Portfolio to pay a member of
an exchange, broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of
commission another member of an exchange, broker or
dealer would have charged for effecting that transaction, if
the Subadviser determines in good faith that such amount
of commission was reasonable in relation to the value of
the brokerage and research services provided by such
member of an exchange, broker or dealer viewed in terms
of either that particular transaction or the Subadviser's
overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises
investment discretion. In accordance with Section 11(a) of
the 1934 Act and Rule 11a2-2(T) thereunder, and subject to
any other applicable laws and regulations including Section
17(e) of the Act and Rule 17e-1 thereunder, the Subadviser
may engage its affiliates, the Adviser and its affiliates or
any other subadviser to the Trust and its respective
affiliates, as broker-dealers or futures commission
merchants to effect Portfolio transactions in securities and
other investments for a Portfolio. The Subadviser will
promptly communicate to the Adviser and to the officers
and the Trustees of the Trust such information relating to
Portfolio transactions as they may reasonably request. To
the extent consistent with applicable law, the Subadviser
may aggregate purchase or sell orders for the Portfolio(s)
with contemporaneous purchase or sell orders of other
clients of the Subadviser or its affiliated persons. In such
event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be
made by the Subadviser in the manner the Subadviser
determines to be equitable and consistent with its and its
affiliates' fiduciary obligations to the Portfolio and to such
other clients. The Adviser hereby acknowledges that such
aggregation of orders may not result in more favorable
pricing or lower brokerage commissions in all instances.
The Subadviser shall have the express
authority to negotiate, open, continue and terminate
brokerage accounts and other brokerage arrangements with
respect to all Portfolio transactions entered into by the
Subadviser on behalf of the Portfolio(s).
With respect to any investments,
including but not limited to repurchase and reverse
repurchase agreements, derivatives contracts, futures
contracts, International Swaps and Derivatives
Association, Inc. ("ISDA"') Master Agreements, and
options on futures contracts, which are permitted to be
made by the Subadviser in accordance with this
Agreement and the investment objectives and strategies
of the Portfolio(s), as outlined in the Registration
Statement for the Portfolio(s), the Adviser hereby
authorizes and directs the Subadviser to do and perform
every act and thing whatsoever necessary or incidental
in performing its duties and obligations under this
Agreement including, but not limited to, executing
as agent, on behalf of the Portfolio(s), brokerage
agreements and other documents to establish, operate and
conduct all brokerage, collateral or other trading
accounts, and executing as agent, on behalf of the
Portfolio(s), such agreements and other documentation
as may be required for the purchase or sale,
assignment, transfer and ownership of any permitted
investment, including repurchase and derivative master
agreements, including any schedules and annexes to
such agreements, releases, consents, elections and
confirmations. The Subadviser also is hereby
authorized to instruct a Portfolio's custodian with
respect to any collateral management activities in
connection with any derivatives transactions. The
Adviser acknowledges and understands that it will be
bound by any such trading accounts established, and
agreements and other documentation executed, by the
Subadviser for such investment purposes and
agrees to provide the Subadviser with tax
information, governing documents, legal opinions
and other information concerning the Portfolio(s)
as may be reasonably necessary to complete
such agreements and other documentation. The
Subadviser is hereby authorized, to the extent
required by regulatory agencies or market practice, to
reveal the Trust and the Portfolio's identity and
address to any broker through which or with which
financial derivatives and foreign exchange instruments
are traded or cleared.
The authority shall include, without limitation the
authority on behalf of and in the name of the Portfolio(s)
to execute: (i) documentation relating to private
placements and bank debt (including Loan Syndications
and Trading Association and Loan Market Association
documentation); (ii) waivers, consents, amendments
or other modifications relating to investments; and
(iii) purchase agreements, sales agreements, commitment
letters, pricing letters, registration rights agreements,
indemnities and contributions, escrow agreements and
other investment related agreements.
3. Compensation of the Subadviser. The
Subadviser shall not be entitled to receive any payment
from the Trust and shall look solely and exclusively to the
Adviser for payment of all fees for the services rendered,
facilities furnished and expenses paid by it hereunder. As
full compensation for the Subadviser under this Agreement,
the Adviser agrees to pay to the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to
the assets managed by the Subadviser for each Portfolio
listed thereon. Such fee shall be accrued daily and paid
monthly as soon as practicable after the end of each month
(i.e., the applicable annual fee rate divided by 365 applied
to each prior day's net assets in order to calculate the daily
accrual). For purposes of calculating the Subadviser's fee,
the average daily net asset value of a Portfolio shall mean
the average daily net assets for which the Subadviser
provides advisory services, and shall be determined by
taking an average of all determinations of such net asset
value during the month. If the Subadviser shall provide its
services under this Agreement for less than the whole of
any month, the foregoing compensation shall be prorated.
4. Reports. The Trust and the Adviser agree to
furnish to the Subadviser current prospectuses, statements
of additional information, proxy statements, reports of
shareholders, certified copies of their financial statements,
and such other information with regard to their affairs and
that of the Trust as the Subadviser may reasonably request.
The Subadviser agrees to furnish to the
Adviser and/or the Chief Compliance Officer of the Trust
and/or the Adviser (the "CCO") with such information,
certifications and reports as such persons may reasonably
deem appropriate or may request from the Subadviser
regarding the Subadviser's compliance with applicable law,
including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the
Federal Securities Laws, as defined in Rule 38a-1 under the
Act; (iii) the Commodity Exchange Act; and (iv) any and
all other laws, rules and regulations, whether foreign or
domestic, in each case, applicable at any time to the
operations of the Subadviser with respect to the provision
of its services under this Agreement. The Subadviser shall
make its officers and employees (including its CCO) who
are responsible for the Portfolio available, upon reasonable
notice to the Subadviser, to the Adviser and/or the CCO
from time to time to examine and review the Subadviser's
compliance program and adherence thereto.
5. Status of the Subadviser. The services of
the Subadviser to the Adviser and the Trust are not to be
deemed exclusive, and the Subadviser shall be free to
render similar services to others so long as its services to
the Trust are not impaired thereby. The Subadviser shall be
deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
6. Proxy Voting. The Adviser will vote
proxies relating to the Portfolio's 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 Portfolio's 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).
7. Certain Records. The Subadviser hereby
undertakes and agrees to maintain, in the form and for the
period required by Rule 31a-2 under the Act, all records
relating to the investments of the Portfolio(s) that are
required to be maintained by the Trust pursuant to the
requirements of Rule 31a-1 of the Act. Any records
required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the Act which are prepared or maintained by the
Subadviser on behalf of the Trust will be provided
promptly to the Trust or the Adviser upon request.
The Subadviser agrees that all accounts,
books and other records maintained and preserved by it,
and related to the Portfolio(s), as required hereby shall be
subject at any time, and from time to time, to such
reasonable periodic, special and other examinations by the
SEC, the Trust's auditors, the Trust or any representative of
the Trust, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Trust.
8. Reference to the Subadviser. None of the
Trust, the Portfolio(s) or the Adviser or any affiliate or
agent thereof shall make reference to or use the name or
logo of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior
written approval of the Subadviser, prior to first use, which
approval shall not be unreasonably withheld. Additionally,
if substantive changes are made to such materials
thereafter, the Portfolio(s) shall furnish to the Subadviser
the updated material for approval prior to first use, which
approval shall not be unreasonably withheld. Upon the
termination of this Agreement, none of the Trust, the
Portfolio(s) or the Adviser or any affiliate or agent thereof
shall make reference to or use the name or logo of the
Subadviser or any of its affiliates in any advertising or
promotional materials. Notwithstanding the above, for so
long as the Subadviser serves as subadviser to the
Portfolio(s), the Trust, the Portfolio(s) and the Adviser may
use the name or logo of the Subadviser or any of its
affiliates in the Registration Statement, shareholder reports,
and other filings with the SEC, or the name of the
Subadviser or any of its affiliates after the Subadviser
ceases to serve as subadviser, if such usage is for the
purpose of meeting a disclosure obligation under laws,
rules, regulations, statutes and codes, whether state or
federal, without the Subadviser's prior written consent.
9. Liability of the Subadviser. (a) In the
absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties ("disabling
conduct") hereunder on the part of the Subadviser (and its
officers, directors/trustees, agents, employees, controlling
persons, shareholders and any other person or entity
affiliated with the Subadviser) the Subadviser shall not be
subject to liability to the Adviser (and its officers,
directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with
the Adviser) or to the Trust (and its officers,
directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with
the Trust) for any act or omission in the course of, or
connected with, rendering services hereunder, including
without limitation, any error of judgment or mistake of law
or for any loss suffered by any of them in connection with
the matters to which this Agreement relates, except to the
extent specified in Section 36(b) of the Act concerning loss
resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services. Except for such
disabling conduct, the Adviser shall indemnify the
Subadviser (and its officers, directors, partners, agents,
employees, controlling persons, shareholders and any other
person or entity affiliated with the Subadviser) from any
and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) arising
from Subadviser's rendering of services under this
Agreement.
(b) The Subadviser agrees to indemnify
and hold harmless the Adviser (and its officers,
directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with
the Adviser) and/or the Trust (and its officers and trustees)
against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses),
to which the Adviser and/or the Trust and their affiliates or
such directors/trustees, officers or controlling person may
become subject under the Act, the 1933 Act, under other
statutes, common law or otherwise, which arise from the
Subadviser's "disabling conduct" (as defined in (a) above),
including but not limited to any material failure by the
Subadviser to comply with the provisions and
representations and warranties set forth in Section 1 of this
Agreement; provided, however, that in no case is the
Subadviser's indemnity in favor of any person deemed to
protect such other persons against any liability to which
such person would otherwise be subject by reasons of
willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her
or its reckless disregard of obligations and duties under this
Agreement; and provided further that Subadviser shall not
be liable nor indemnify for any action or omission of
any unaffiliated third party or service provider to the
Portfolio(s), including any broker or dealer not within
Subadviser's direct supervision or control.
10. Term of the Agreement. This Agreement
shall continue in full force and effect with respect to each
Portfolio until two (2) years from the date hereof, and from
year to year thereafter so long as such continuance is
specifically approved at least annually (i) by the vote of a
majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting
on such approval, and (ii) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the
Portfolio voting separately from any other series of the
Trust.
With respect to a Portfolio, this Agreement
may be terminated at any time, without payment of a
penalty by the Portfolio or the Trust, by vote of a majority
of the Trustees, or by vote of a majority of the outstanding
voting securities (as defined in the Act) of the Portfolio,
voting separately from any other series of the Trust, or by
the Adviser, on not less than thirty (30) nor more than sixty
(60) days' written notice to the Subadviser. With respect to
a Portfolio, this Agreement may be terminated by the
Subadviser at any time, without the payment of any
penalty, on ninety (90) days' written notice to the Adviser
and the Trust. The termination of this Agreement with
respect to a Portfolio or the addition of a Portfolio to
Schedule A hereto (in the manner required by the Act) shall
not affect the continued effectiveness of this Agreement
with respect to each other Portfolio subject hereto. This
Agreement shall automatically terminate in the event of its
assignment (as defined by the Act).
This Agreement will terminate in the event
that the Advisory Agreement by and between the Trust and
the Adviser is terminated.
11. Severability. If any provision of this
Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
12. Amendments. This Agreement may be
amended by mutual consent in writing, but the consent of
the Trust must be obtained in conformity with the
requirements of the Act.
13. Governing Law. This Agreement shall be
construed in accordance with the laws of the State of New
York and the applicable provisions of the Act. To the
extent the applicable laws of the State of New York, or any
of the provisions herein, conflict with the applicable
provisions of the Act, the latter shall control.
14. Legal Matters. The Subadviser will not
take any action or render advice involving legal action on
behalf of the Trust with respect to securities or other
investments held in a Portfolio or the issuers thereof, which
become the subject of legal notices or proceedings,
including securities class actions and bankruptcies.
15. Personal Liability. The Declaration of the
Trust establishing the Trust (the "Declaration"), is on file in
the office of the Secretary of the Commonwealth of
Massachusetts, and, in accordance with that Declaration, no
Trustee, shareholder, officer, employee or agent of the
Trust shall be held to any personal liability, nor shall resort
be had to their private property for satisfaction of any
obligation or claim or otherwise in connection with the
affairs of the Trust, but the "Trust Property," as defined in
the Declaration, only shall be liable.
16. Separate Series. Pursuant to the provisions
of the Declaration, each Portfolio is a separate series of the
Trust, and all debts, liabilities, obligations and expenses of
a particular Portfolio shall be enforceable only against the
assets of that Portfolio and not against the assets of any
other Portfolio or of the Trust as a whole.
17. Confidentiality. Neither party will 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 Portfolio(s) or to
advise on the Portfolio(s), and will keep confidential any
non-public information obtained directly as a result of this
service relationship. A receiving party shall disclose such
non-public information only if the other party has
authorized such disclosure by prior written consent, or if
such information is or hereafter otherwise is known by
disclosing party or has been disclosed, directly or
indirectly, by the disclosing party 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 disclosing 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 Portfolio(s) and
may include such total return in the calculation of
composite performance information.
18. Representations. By execution of the
Agreement, Subadviser represents that it is duly registered
as an investment adviser with the SEC pursuant to the
Advisers Act and that it has electronically provided to the
Adviser Part 2A of its registration statement on Form ADV
(the "ADV") prior to signing the Agreement. The Adviser
and Fund acknowledge receipt of Subadviser's Part 2A.
19. Notices. All notices shall be in writing and
deemed properly given when delivered or mailed by United
States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
Subadviser: ▇▇▇▇▇▇▇▇ Investment
Management North America Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
Adviser: SunAmerica Asset Management, LLC
Harborside Financial Center
▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice
President and General Counsel
IN WITNESS WHEREOF, the parties have caused
their respective duly authorized officers to execute this
Agreement as of the date first above written.
SUNAMERICA ASSET MANAGEMENT, LLC
By: _/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & CEO
▇▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT NORTH AMERICA INC.
By: _/s ▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
SCHEDULE A
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the Portfolio)
International Equity Portfolio
0.40% on the first $100 million
0.35% on the next $400 million
0.30% thereafter
- 6 -