AMENDMENT NO. 4
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT is effective
as of July 20, 2009, by and between SUNAMERICA ASSET MANAGEMENT CORP.
(formerly, AIG SunAmerica Asset Management Corp.), a Delaware corporation
(the Adviser), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited
liability company (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 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 April 3, 2002, as amended December 2, 2002, February 14, 2005
and October 2, 2007 (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 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 addition of the International Equity Portfolio. The revised
Schedule A is also attached hereto.
Portfolio(s)
Fee Rate
(as a percentage of the average daily net assets the Subadviser manages in
the portfolio)
International Equity Portfolio
[OMITTED}
Subadviser shall manage the International Equity Portfolio assets and
shall be compensated as noted above.
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.
SUNAMERICA ASSET MANAGEMENT CORP.
By:/s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
JANUS CAPITAL MANAGEMENT LLC
By:/s/ XXXXXXXXXXX XXXXXX
Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
