AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Exhibit (d)(xxvi)
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the “Amendment”) is effective as of January 19,
2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP. (formerly known as SunAmerica Asset
Management Corp.), a Delaware corporation (the “Adviser”), and XXXXXXX CAPITAL MANAGEMENT, LLC, a
Delaware limited liability company (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 2, 2001 (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. Section 2(a) of the Subadvisory Agreement is amended to delete the underlined portion of
the following sentence contained therein:
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, provided, however, that for each Portfolio the average
annual percentage of portfolio transactions which are engaged in with the Subadviser’s
affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its
respective affiliates, may not exceed 25% of the Portfolio’s total transactions in
securities and other investments during the Trust’s fiscal year.
2. The first sentence of Section 2(b) of the Subadvisory Agreement shall be amended to
delete the words “and rewarding sales or distribution.”
3. The following new paragraph shall be added to the Subadvisory Agreement:
18. Confidentiality. The Subadviser 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, settle, reconcile or
otherwise facilitate 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 Subadviser shall disclose such non-public information only if the Adviser 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 Subadviser or has been disclosed, directly or
indirectly, by the Adviser or the Trust to others, or 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, self regulatory
organizations, or to the extent such disclosure is necessary or appropriate for the
Subadviser to carry out its duties on behalf of its clients, including the Portfolios, and
where Subadviser has obtained a confidentiality agreement or otherwise has reasonable
expectations that such information will not be misused. 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.
4. 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.
5. 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.
6. 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 Amendment as of the date first above written.
| AIG SUNAMERICA ASSET MANAGEMENT CORP. |
XXXXXXX CAPITAL MANAGEMENT, LLC |
|||||||||
By:
|
/s/ XXXXX X. XXXXXXX | By: | /s/ XXXXXXXXXXX X. XXXXXXX | |||||||
| Name: Xxxxx X. Xxxxxxx | Name: Xxxxxxxxxxx X. Xxxxxxx | |||||||||
| Title: President and Chief Executive Officer | Title: President | |||||||||
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