AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Exhibit (d)(xxxii)
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 X. XXXX PRICE ASSOCIATES, INC., a
Maryland 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
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 1, 1999, 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. The following new paragraph shall be added to the Subadvisory Agreement:
19. 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 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, 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
for employees of the Subadviser to carry out its duties on behalf of the Portfolio(s) as
contemplated by this Agreement. 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.
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
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 Amendment as of the date first above written.
| AIG SUNAMERICA ASSET MANAGEMENT CORP. |
X. XXXX PRICE ASSOCIATES, INC. | |||||||
By:
|
/s/ XXXXX X. XXXXXXX | By: | /s/ XXXXXXX X. XXXXXX | |||||
| Name: Xxxxx X. Xxxxxxx | Name: Xxxxxxx X. Xxxxxx | |||||||
| Title: President and Chief Executive Officer | Title: Vice President | |||||||
- 2 -
