SUB-SUBADVISORY AGREEMENT FOR
SUNAMERICA SERIES TRUST
THIS AGREEMENT is made as of this 6th day of
February, 2017, among XXXXXXXX INVESTMENT
MANAGEMENT NORTH AMERICA INC., ("SIMNA")
a corporation organized under the laws of the State of
Delaware with its principal place of business at 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx 00000, and XXXXXXXX
INVESTMENT MANAGEMENT NORTH AMERICA
LIMITED ("SIMNA Limited") a UK corporation with its
principal place of business at 00 Xxxxxxx Xxxxxx, Xxxxxx,
XX XX0X 0XX.
W I T N E S S E T H
WHEREAS, SunAmerica Asset Management,
LLC ("SunAmerica"), a corporation organized and
existing under the laws of Delaware has retained SIMNA
as its sub-adviser to render investment advisory services to
a portfolio of the Seasons Series Trust (the "Portfolio"), a
Massachusetts business trust (the "Trust") registered as an
investment company under the Investment Company Act
of 1940, as amended (the "1940 Act") pursuant to a Sub-
Advisory Agreement dated as of the date hereof (the
"SunAmerica Advisory Agreement"); and
WHEREAS, SIMNA desires to employ SIMNA
Limited as its investment sub-adviser, and SIMNA
Limited is willing to render investment sub-advisory
services to SIMNA, subject to and in accordance with the
terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the
mutual promises and undertakings set forth in this
Agreement, SIMNA and SIMNA Limited hereby agree as
follows:
1. Appointment of SIMNA Limited.
SIMNA hereby employs SIMNA Limited as investment
sub-adviser for the assets of the Portfolio, on the terms and
conditions set forth herein, and subject to the direction of
SIMNA. SIMNA Limited accepts such employment and
agrees to render the services herein set forth, for the
compensation herein provided.
2. Duties of SIMNA Limited.
(a) SIMNA employs SIMNA Limited to act as
its sub-advisor in managing the investment and
reinvestment of all or a portion of the assets of the
Portfolio in accordance with the SunAmerica Advisory
Agreement; to continuously review, supervise, and
administer an investment program for the Portfolio; to
determine in its discretion the securities to be purchased or
sold and the portion of such assets to be held uninvested;
to provide the Trust (either directly or through SIMNA)
with all records concerning the activities of SIMNA
Limited that the Trust is required to maintain; and to
render or assist SIMNA in rendering regular reports to the
Trust's officers and the Board of Trustees concerning the
discharge of SIMNA Limited's responsibilities hereunder.
SIMNA Limited will discharge the foregoing
responsibilities subject to the supervision and oversight of
SIMNA, the Trust's officers and the Board of Trustees and
in compliance with the objective, policies, and limitations
set forth in the Portfolio's prospectus and Statement of
Additional Information, any additional operating policies
or procedures that the Portfolio communicates to SIMNA
Limited in writing (either directly or through SIMNA),
and applicable laws and regulations. SIMNA Limited
agrees to provide, at its own expense, the office space,
furnishings and equipment, and the personnel required by
it to perform the services on the terms and for the
compensation provided herein.
(b) SIMNA Limited acknowledges and agrees
that SIMNA is ultimately responsible for all aspects of
providing to the Portfolio the services required of SIMNA
under the SunAmerica Advisory Agreement.
Accordingly, SIMNA Limited shall discharge its duties
and responsibilities specified in paragraph (a) of this
Section 2 and elsewhere in this Agreement subject at all
times to the direction, control, supervision, and oversight
of SIMNA. In furtherance thereof, SIMNA Limited shall,
without limitation, (i) make its offices available to
representatives of SIMNA for on-site inspections and
consultations with the officers and applicable portfolio
managers of SIMNA Limited responsible for the day-to-
day management of the Portfolio, (ii) upon request,
provide SIMNA with copies of all records it maintains
regarding its management of the Portfolio and (iii) report
to SIMNA each calendar quarter and at such other times as
SIMNA may reasonably request regarding (A) SIMNA
Limited's implementation of the Portfolio's investment
program and the Portfolio's portfolio composition and
performance, (B) any policies and procedures
implemented by SIMNA Limited to ensure compliance
with United States securities laws and regulations
applicable to SIMNA Limited and the Portfolio, (C) the
Portfolio's compliance with the objective, policies, and
limitations set forth in the Portfolio's prospectus and
Statement of Additional Information and any additional
operating policies or procedures that the Portfolio
communicates to SIMNA Limited in writing (either
directly or through SIMNA) and (D) such other matters as
SIMNA may reasonably request.
3. Securities Transactions. Among its
responsibilities, SIMNA Limited shall select the brokers
or dealers that will execute purchases and sales of
securities for the Portfolio, and is directed to use its best
efforts to obtain the best available price and most
favorable execution for such transactions, subject to
written policies and procedures provided to SIMNA
Limited (either directly or through SIMNA), and
consistent with Section 28(e) of the Securities Exchange
Act of 1934. SIMNA Limited will promptly communicate
or assist SIMNA in communicating to the Portfolio's
officers and the Board of Trustees such information
relating to the portfolio transactions SIMNA Limited has
directed on behalf of the Portfolio as SIMNA or such
officers or the Board may reasonably request.
4. Compensation of SIMNA Limited. For
the services to be rendered by SIMNA Limited as
provided in this Agreement, SIMNA (and not the Trust or
the Portfolio) will pay to SIMNA Limited at the end of
each of month a fee equal to the amount set forth on
Appendix A attached hereto. For clarity, SIMNA (and not
the Trust, the Portfolio or SunAmerica) shall be obligated
to pay SIMNA Limited fees hereunder for any period only
out of and following SIMNA's receipt from SunAmerica
of advisory fees pursuant to Section 3 of the SunAmerica
Advisory Agreement for such period. If this Agreement
becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the
end of the month or from the beginning of such month to
the date of termination, as the case may be, shall be
prorated according to the proportion that such partial
month bears to the full month in which such effectiveness
or termination occurs.
5. Compliance. SIMNA Limited agrees to
comply with all policies, procedures, or reporting
requirements that the Board of Trustees reasonably adopts
and communicates to SIMNA Limited in writing (either
directly or through SIMNA) including, without limitation,
any such policies, procedures, or reporting requirements
relating to soft dollar or other brokerage arrangements.
"Applicable Law" means (i) the "federal securities laws"
as defined in Rule 38a-1(e)(1) under the 1940 Act, as
amended from time to time, and (ii) any and all other laws,
rules, and regulations, whether foreign or domestic, in
each case applicable at any time and from time to time to
the investment management operations of SIMNA Limited
in relation to the Portfolio.
6. Status of SIMNA Limited. The services
of SIMNA Limited to SIMNA under this Agreement are
not to be deemed exclusive, and SIMNA Limited will be
free to render similar services to others so long as its
services to SIMNA under this Agreement are not impaired
thereby. SIMNA Limited will be deemed to be an
independent contractor and will, unless otherwise
expressly provided or authorized, have no authority to act
for or represent the Portfolio in any way or otherwise be
deemed an agent of the Portfolio or the Trust.
7. Liability of SIMNA Limited. No
provision of this Agreement will be deemed to protect
SIMNA Limited against any liability to SIMNA or to the
Portfolio or its shareholders to which it might otherwise be
subject by reason of any willful misfeasance, bad faith, or
gross negligence in the performance of its duties or the
reckless disregard of its obligations under this Agreement.
8. Duration; Termination; Notices;
Amendment. Unless sooner terminated as provided
herein, this Agreement shall continue in effect for so long
as the SunAmerica Advisory Agreement remains in effect.
Notwithstanding the foregoing, this Agreement may also
be terminated, without the payment of any penalty, by
SIMNA (i) upon 60 days' written notice to SIMNA
Limited; or (ii) upon material breach by SIMNA Limited
of any representations and warranties set forth in this
Agreement, if such breach has not been cured within 20
days after written notice of such breach; SIMNA Limited
may terminate this Agreement at any time, without
payment of any penalty, (1) upon 60 days' written notice
to SIMNA; or (2) upon material breach by SIMNA of any
representations and warranties set forth in the Agreement,
if such breach has not been cured within 20 days after
written notice of such breach. This Agreement shall
terminate automatically in the event of its assignment (as
defined in the 0000 Xxx) or upon the termination of the
SunAmerica Advisory Agreement. Any notice under this
Agreement will be given in writing, addressed and
delivered, or mailed postpaid, to the other party as
follows:
If to SIMNA, at:
Xxxxxxxx Investment Management North America Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department
Telephone: 000-000-0000
Facsimile: 000-000-0000
If to SIMNA Limited, at:
Xxxxxxxx Investment Management North America Limited
00 Xxxxxxx Xxxxxx
Xxxxxx, X.X. XX0X 0XX
Attention: Legal Department
Telephone: 000 0000 0000
Facsimile: 020 7658 6965
This Agreement may be amended by mutual
consent of the parties hereto.
9. Severability. If any provision of this
Agreement will be held or made invalid by a court
decision, statute, rule, or otherwise, the remainder of this
Agreement will not be affected thereby.
10. Confidentiality. SIMNA Limited shall
keep confidential any and all information obtained in
connection with the services rendered hereunder and shall
not disclose any such information to any person other than
SIMNA, the Trust, the Board of Trustees, SunAmerica,
and any director, officer, or employee of SIMNA, the
Trust, or SunAmerica, except (i) with the prior written
consent of the Trust, (ii) as required by law, regulation,
court order, or the rules or regulations of any self-
regulatory organization, governmental body, or official
having jurisdiction over SIMNA or SIMNA Limited, or
(iii) for information that is publicly available other than
due to disclosure by SIMNA Limited or its affiliates or
becomes known to SIMNA Limited from a source other
than SIMNA, the Trust, the Board of Trustees, or
SunAmerica.
11. Proxy Policy. SIMNA Limited
acknowledges SunAmerica is responsible for voting, or
abstaining from voting, all proxies with respect to
companies whose securities are held in that portion of the
Portfolio allocated to SIMNA by SunAmerica, but to the
extent such responsibility is delegated to SIMNA, SIMNA
Limited shall use its best good faith judgment to vote, or
abstain from voting, such proxies in the manner that best
serves the interests of the Portfolio's shareholders.
12. Governing Law. All questions
concerning the validity, meaning, and effect of this
Agreement shall be determined in accordance with the
laws (without giving effect to the conflict-of-interest law
principles thereof) of the State of Delaware applicable to
contracts made and to be performed in that state.
13. Treatment of Portfolio Under FCA
Rules. The Portfolio will be treated as a Professional
Client under rules of the Financial Conduct Authority in
the United Kingdom.
14. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall
be deemed an original, but all of which shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Sub-Advisory Agreement to be executed as of the date
first set forth herein.
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: _/s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA INC.
By: _/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED
By: _/s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Authorized Signatory
XXXXXXXX INVESTMENT MANAGEMENT
NORTH AMERICA LIMITED
By: _/s/ Shanak Datnaik
Name: Shanak Datnaik
Title: Authorized Signatory
APPENDIX A
Compensation of SIMNA Limited
February 6, 2017
For services rendered by SIMNA Limited as provided in
this Agreement, SIMNA (and not the Trust or the
Portfolio) will pay SIMNA Limited a sub-sub-advisory fee
at the end of each
month, in an amount determined based upon the internal
Schroders Group Transfer Pricing
Policy then in effect. As of the date hereof, under the
current Schroders Group Transfer Pricing
Policy, SIMNA will pay to SIMNA Limited at the end of
each of month an amount equal to forty-nine and a half
percent (49.5%) of all fees actually paid by SunAmerica to
SIMNA in the prior month under Section 3 and Schedule
A of the SunAmerica Advisory Agreement.
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