AMENDMENT NO. 3
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
is dated as January 14, 2013, by and between SUNAMERICA ASSET
MANAGEMENT CORP., formerly AIG SunAmerica Asset Management
Corp., a Delaware corporation (the "Adviser"), and X.X. XXXXXX
INVESTMENT MANAGEMENT INC., a Delaware corporation (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 it 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 June 16, 2003, as amended from time to time
(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
WHEREAS, the Board of Trustees of the Trust has approved this
Amendment to the Subadvisory Agreement and it is not required to be
approved by the shareholders of the Portfolios.
NOW, THEREFORE, it is hereby agreed between the parties hereto
as follows:
1. Schedule A to the Subadvisory Agreement is hereby
amended to reflect the addition of the Seasons Series Trust Multi Managed
Growth Portfolio, Multi-Managed Moderate Growth Portfolio and Small
Cap Portfolio. Schedule A is also attached hereto.
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
Multi-Managed Growth Portfolio
0.50% on the first $50 million
0.40% thereafter
Multi-Managed Moderate Growth Portfolio
0.50% on the first $50 million
0.40% thereafter
Small Cap Portfolio
0.50% on the first $50 million
0.40% thereafter
Subadviser shall manage a portion of the assets of the Multi
Managed Growth Portfolio, Multi-Managed Moderate Growth Portfolio and
Small Cap Portfolio 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
X.X. XXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President
Schedule A
Effective January 14, 2013
Portfolio(s)
Annual Fee
(as a percentage of the average daily net assets
the Subadviser manages in the Portfolio)
Focus Value Portfolio
0.45% on the first $100 million
0.40% thereafter
Multi-Managed Growth Portfolio
0.50% on the first $50 million
0.40% thereafter
Multi-Managed Moderate Growth Portfolio
0.50% on the first $50 million
0.40% thereafter
Small Cap Portfolio
0.50% on the first $50 million
0.40% thereafter
