Exhibit 28(d)(i)
INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT is dated as of
January 1, 1999, as amended January 12, 1999, May
23, 2000, November 29, 2000, September 24, 2001,
February 14, 2005, October 3, 2005, October 2,
2006 and January 19, 2010 between SEASONS
SERIES TRUST, a Massachusetts business trust
(the Trust) and SUNAMERICA ASSET
MANAGEMENT CORP., a Delaware corporation
(the Adviser or SAAMCo).
In consideration of the mutual agreements
herein made, the parties hereto agree as follows:
1.
The Trusts Portfolios. The Trust is authorized to
issue shares in separate series, with each series
representing interests in a separate portfolio of
securities and other assets, and currently offers
shares of the series set forth in Schedule A attached
hereto (the Portfolios). It is recognized that
additional Portfolios may be added and certain
current Portfolios may be deleted in the future.
2.
Duties of the Adviser. The Adviser shall manage
the affairs of the Trust as set forth herein, either by
taking such actions itself or by delegating its duties
to a subadviser pursuant to a written subadvisory
agreement. Such duties shall include, but not
limited to, continuously providing the Trust with
investment management, including investment
research, advice and supervision, determining which
securities shall be purchased or sold by each
Portfolio of the Trust and making purchases and
sales of securities on behalf of each Portfolio. The
Advisers management shall be subject to the
control of the Trustees of the Trust (the Trustees)
and in accordance with the objectives, policies and
restrictions for each such Portfolio set forth in the
Trusts Registration Statement and its current
Prospectus and Statement of Additional
Information, as amended from time to time, the
requirements of the Investment Company Act of
1940, as amended (the Act) and other applicable
law, as well as to the factors affecting the Trusts
status as a regulated investment company under the
Internal Revenue Code of 1986, as amended, (the
Code) and the regulations thereunder and the
status of variable contracts under the diversification
requirements set forth in Section 817(h) of the Code
and the regulations thereunder. In performing such
duties, the Adviser shall (i) provide such office
space, bookkeeping, accounting, clerical, secretarial
and administrative services (exclusive of, and in
addition to, any such service provided by any others
retained by the Trust or any of its Portfolios) and
such executive and other personnel as shall be
necessary for the operations of each Portfolio, (ii) be
responsible for the financial and accounting records
required to be maintained by each Portfolio
(including those maintained by the Trusts
custodian), (iii) oversee the performance of services
provided to each Portfolio by others, including the
custodian, transfer agent, shareholder servicing
agent and subadviser, if any. The Trust
acknowledges that the Adviser also acts as the
manager of other investment companies; (iv)
together with the assistance of affiliates, (a) evaluate
the subadviser, if any, and advise the Trustees of the
subadviser(s) which the Adviser believes is/are best
suited to invest the assets of each Portfolio, (b)
monitor and evaluate the investment performance of
each subadviser employed by the Trust, (c) allocate
the portion of each Portfolios assets to be managed
by each subadviser; and (d) shall recommend
changes of or the addition of subadvisers when
appropriate.
The Adviser may delegate certain of its
duties under this Agreement with respect to a
Portfolio to a subadviser pursuant to a written
agreement, subject to the approval of the Trustees as
required by the Act. The Adviser may, as it deems
necessary or appropriate from time to time, (i)
terminate a subadvisory arrangement with respect to
a Portfolio, or a component of the assets thereof,
and engage a new subadviser for such Portfolio, or
component thereof, or (ii) amend the agreement
between itself and a subadviser, without obtaining
shareholder approval in either case; provided,
however, that any such new subadvisory
arrangement or amendment to an existing
arrangement be approved by the Trustees in the
manner required by either Act or order of the
Securities and Exchange Commission exempting
the Adviser and the Trust from the provisions of
Section 15(a) of the Act relating to the engagement
of subadvisers for the Portfolios. The Adviser is
solely responsible for payment of any fees or other
charges to a subadviser arising from such delegation
and the Trust shall have no liability therefor.
3.
Expenses. The Adviser shall pay all of its expenses
arising from the performance of its obligations
under this Agreement and shall pay any salaries,
fees and expenses of the Trustees and any officers
of the Trust who are employees of the Adviser. The
Adviser shall not be required to pay any other
expenses of the Trust, including, but not limited to,
direct charges relating to the purchase and sale of
portfolio securities, interest charges, fees and
expenses of independent attorneys and auditors,
taxes and governmental fees, cost of stock
certificates and any other expenses (including
clerical expenses) of issue, sale, repurchase or
redemption of shares, expenses of registering and
qualifying shares for sale, expenses of printing and
distributing reports, notices and proxy materials to
shareholders, expenses of data processing and
related services, shareholder recordkeeping and
shareholder account service, expenses of printing
and filing reports and other documents filed with
governmental agencies, expenses of printing and
distributing prospectuses, expenses of annual and
special shareholders meetings, fees and
disbursements of transfer agents and custodians,
expenses of disbursing dividends and distributions,
fees and expenses of Trustees who are not
employees of the Adviser or its affiliates,
membership dues in the Investment Company
Institute, insurance premium dues in the Investment
Company Institute, insurance premiums and
extraordinary expenses such as litigation expenses.
4.
Compensation. (a) As compensation for services
performed and the facilities and personnel provided
by the Adviser under this Agreement, the Trust will
pay to the Adviser, promptly after the end of each
month for the services rendered by the Adviser
during the preceding month, the sum of the amounts
set forth in Schedule A attached hereto calculated in
accordance with the average daily net assets of the
indicated Portfolio.
To the extent required by the laws of any
state in which the Trust is subject to an expense
guarantee limitation, if the aggregate expenses of
any Portfolio in any fiscal year exceed the specified
expense limitation ratios for that year (calculated on
a daily basis), the Adviser agrees to waive such
portion of its advisory fee in excess of the
limitation, but such waiver shall not exceed the full
amount of the advisory fee for such year except as
may be elected by Adviser in its discretion. For this
purpose, aggregate expenses of a Portfolio shall
include the compensation of the Adviser and all
normal expenses, fees and charges, but shall
exclude interest, taxes, brokerage fees on portfolio
transactions, fees and expenses incurred in
connection with the distribution of Trust shares, and
extraordinary expenses including litigation
expenses. In addition, from time to time the
Adviser may waive fees or reimburse expenses with
respect to a Portfolio in order that its expense ratio
not exceed a specified amount as set forth in the
Portfolios prospectus. In the event any amounts are
so waived or contributed by the Adviser to the
Trust, the Trust agrees to reimburse the Adviser,
within a two-year period after such waiver, any
expenses waived, provided that such reimbursement
does not result in increasing the Trusts aggregate
expenses above the aforementioned expense
limitation ratios.
The Advisers fee shall be accrued daily at
1/365th of the applicable annual rate set forth
above. For the purpose of accruing compensation,
the net assets of the Portfolio shall be that
determined in the manner and on the dates set forth
in the current prospectus of the Trust and, on days
on which the net assets are not so determined, the
net asset computation to be used shall be as
determined on the next day on which the net assets
shall have been determined.
(b) Upon any termination of this Agreement
on a day other than the last day of the month, the fee
for the period from the beginning of the month in
which termination occurs to the date of termination
shall be prorated according to the proportion which
such period bears to the full month.
5.
Purchase and Sale of Securities. The Adviser
shall purchase securities from or through and sell
securities to or through such persons, brokers or
dealers as the Adviser shall deem appropriate in
order to carry out the policies with respect to
portfolio transactions as set forth in the Trusts
Registration Statement and its current Prospectus or
Statement of Additional Information, as amended
from time to time, or as the Trustees may direct
from time to time.
Nothing herein shall prohibit the Trustees
from approving the payment by the Trust of
additional compensation to others for consulting
services, supplemental research and security and
economic analysis.
6.
Term of Agreement. This Agreement shall
continue in full force and effect with respect to each
Portfolio until two years from the date approved by
the Trustees of the Trust in respect of such
Portfolio, and from year to year thereafter so long as
such continuance is approved at least annually (i) by
the Trustees by vote cast in person at a meeting
called for the purpose of voting on such renewal, or
by the vote of a majority of the outstanding voting
securities (as defined by the Act) of such Portfolio
with respect to which renewal is to be effected, and
(ii) by a majority of the non-interested Trustees by
vote cast in person at a meeting called for the
purpose of voting on such renewal. Any approval
of this Agreement or the renewal thereof with
respect to a Portfolio by the vote of a majority of the
outstanding voting securities of that Portfolio, or by
the Trustees of the Trust which shall include a
majority of the non-interested Trustees, shall be
effective to continue this Agreement with respect to
that Portfolio notwithstanding (a) that this
Agreement or the renewal thereof has not been so
approved as to any other Portfolio, or (b) that this
Agreement or the renewal thereof has not been so
approved by the vote of a majority of the
outstanding voting securities of the Trust as a
whole.
7.
Termination. This Agreement may be terminated
at any time as to a Portfolio, without payment of any
penalty, by the Trustees or by the vote of a majority
of the outstanding voting securities (as defined in
the Act) of such Portfolio on sixty (60) days
written notice to the Adviser. Similarly, the
Adviser may terminate this Agreement without
penalty on like notice to the Trust provided,
however, that this Agreement may not be terminated
by the Adviser unless another investment advisory
agreement has been approved by the Trust in
accordance with the Act, or after six months written
notice, whichever is earlier. This Agreement shall
automatically terminate in the event of its
assignment (as defined in the Act).
8.
Reports. The Adviser shall report to the Trustees,
or to any committee or officers of the Trust acting
pursuant to the authority of the Trustees, at such
times and in such detail as shall be reasonable and
as the Board may deem appropriate in order to
enable the Trust to determine that the investment
policies of each Portfolio are being observed and
implemented and that the obligations of the Adviser
under this Agreement are being fulfilled. Any
investment program undertaken by the Adviser
pursuant to this Agreement and any other activities
undertaken by the Adviser on behalf of the Trust
shall at all times be subject to any directives of the
Trustees or any duly constituted committee or
officer of the Trust acting pursuant to the authority
of the Trustees.
9.
Records. The Trust is responsible for maintaining
and preserving for such period or periods as the
Securities and Exchange Commission may prescribe
by rules and regulations, such accounts, books and
other documents as to constitute the records forming
the basis for all reports, including financial
statements required to be filed pursuant to the Act
and for the Trusts auditors certification relating
thereto. The Adviser hereby undertakes and agrees
to maintain in the form and for the periods required
by Rule 31a-2 under the Act, all records relating to
the Portfolios investments that are required to be
maintained pursuant to the requirements of Rule
31a-1 of the Act.
The Adviser and the Trust agree that all
accounts, books and other records maintained and
preserved by each as required hereby shall be
subject at any time, and from time to time, to such
reasonable periodic, special and other examinations
by the Securities and Exchange Commission, the
Trusts auditors, the Trust or any representative of
the Trust, or any governmental agency or other
instrumentality having regulatory authority over the
Trust. It is expressly understood and agreed that the
books and records maintained by the Adviser on
behalf of each Portfolio shall, at all times, remain
the property of the Trust.
10.
Liability of Adviser. 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 Adviser (and
its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity
affiliated with the Adviser), the Adviser shall not be
subject to liability to the Trust or to any other
person 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 or liability under Section
36(b) of the Act, the Trust shall indemnify the
Adviser (and its officers, directors, agents,
employees, controlling persons, shareholders and
any other person or entity affiliated with the
Adviser) from any liability arising from the
Adviser's conduct under this Agreement.
Indemnification to the Adviser or
any of its personnel or affiliates shall be made when
(A) a final decision on the merits rendered, by a
court or other body before whom the proceeding
was brought, that the person to be indemnified was
not liable by reason of disabling conduct or, (B) in
the absence of such a decision, a reasonable
determination, based upon a review of the facts, that
the person to be indemnified was not liable by
reason of disabling conduct, by (a) the vote of a
majority of a quorum of Trustees who are neither
interested persons of the Trust as defined in
Section 2(a)(19) of the Act nor parties to the
proceeding (disinterested, non-party Trustees), or
(b) an independent legal counsel in a written
opinion. The Trust may, by vote of a majority of
the disinterested, non-party Trustees, advance
attorneys fees or other expenses incurred by
officers, Trustees, investment advisers, subadvisers
or principal underwriters, in defending a proceeding
upon the undertaking by or on behalf of the person
to be indemnified to repay the advance unless it is
ultimately determined that such person is entitled to
indemnification. Such advance shall be subject to at
least one of the following: (i) the person to be
indemnified shall provide adequate security for his
undertaking, (ii) the Trust shall be insured against
losses arising by reason of any lawful advances, or
(iii) a majority of a quorum of the disinterested,
non-party Trustees, or an independent legal counsel
in a written opinion, shall determine, based on a
review of readily available facts, that there is reason
to believe that the person to be indemnified
ultimately will be found entitled to indemnification.
11.
Miscellaneous. Anything herein to the contrary
notwithstanding, this Agreement shall not be
construed to require, or to impose any duty upon
either of the parties, to do anything in violation of
any applicable laws or regulations.
The Declaration of Trust establishing the
Trust, a copy of which is on file in the office of the
Secretary of the Commonwealth of Massachusetts,
provides that the name of the Trust refers to the
Trustees collectively as Trustees, not as individuals
or personally; and that 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 the satisfaction of any
obligation or claim or otherwise in connection with
the affairs of the Trust or any Portfolio; but that the
Trust Estate shall be liable. Notice is hereby given
that nothing contained herein shall be construed to
be binding upon any of the Trustees, officers, or
shareholders of the Trust individually.
IN WITNESS WHEREOF, the Trust and the
Adviser have caused this Agreement to be executed
by their duly authorized officers as of the date first
above written.
SEASONS SERIES
TRUST
By: /s/ XXXX
XXXXX
Name: Xxxx Xxxxx
Title: President
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
SEASONS SERIES TRUST
SCHEDULE A
to Investment Advisory and Management
Agreement
(Effective January 19, 2010)
Portfolio(s)Annual Fee as percentage of average daily net
assets of the Portfolio)
Multi-Managed
Growth
Portfolio
..89%- first $250 million .84% - next $250 million .79%-
over $500 million
Multi-Managed
Moderate
Growth
Portfolio
..85% - first $250 million .80% - next
$250 million .75% - over $500 million
Multi-Managed
Income/Equity
Portfolio
..81% - first $250 million .76% - next
$250 million .71% - over $500 million
Multi-Managed
Income
Portfolio
..77% - first $250 million .72% - next
$250 million .67% - over $500 million
Asset
Allocation:
Diversified
Growth
Portfolio
..85% - first $250 million .80% - next
$250 million .75% - over $500 million
Stock Portfolio
..85% - first $250 million .80% - next
$250 million .75% - over $500 million
Large Cap
Value Portfolio
..80% - first $250 million .75% - next
$250 million .70% - over $500 million
Large Cap
Composite
Portfolio
..80% - first $250 million .75% - next
$250 million .70% - over $500 million
Large Cap
Growth
Portfolio
..80% - first $250 million .75% - next
$250 million .70% - over $500 million
Mid Cap Value
Portfolio
..85% - first $250 million .80% - next
$250 million .75% - over $500 million
Mid Cap
Growth
Portfolio
..85% - first $250 million .80% - next
$250 million .75% - over $500 million
Small Cap
Portfolio
..85% - first $250 million .80% - next
$250 million .75% - over $500 million
International
Equity
Portfolio
..95% - first $250 million .90% - next
$250 million .85% - over $500 million
Diversified
Fixed Income
Portfolio
..70% - first $200 million .65% - next
$200 million .60% - over $400 million
Real Return Portfolio(formerly, Strategic Fixed
Income Portfolio)
..60% - first $500 million.55% - over
$500 million
Cash Management Portfolio
1.475% - first $100 million
..450% - next $400 million
..425% - next $500 million
..400% - over $1 billion
Focus Growth Portfolio
1.00% - first $250 million .95% - next
$250 million .90% - over $500 million
Focus Growth and Income Portfolio
1.00% - first $250 million .95% - next
$250 million .90% - over $500 million
Focus TechNet Portfolio
1.20% - first $250 million
1.10% - next $250 million
1.00% - over $500 million
Focus Value
1.00% - first $250 million .95% - next
$250 million .90% - over $500 million
Allocation Moderate Portfolio
..10%
Allocation Moderate Growth Portfolio
..10%
Allocation Growth Portfolio
..10%
Allocation Balanced Portfolio
..10%
Adviser shall be paid a composite fee based on
the aggregate assets it manages for both SunAmerica
Series Trust and Seasons Series Trust
Cash Management Portfolios.
