AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Exhibit (d)(xxxviii)
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 WELLINGTON MANAGEMENT COMPANY, LLP,
a Delaware limited liability partnership (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, as amended effective January 12, 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:
18. Confidentiality. Each party 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 or to carry
out its duties as contemplated by this Agreement on behalf of the Portfolios, and will keep
confidential any non-public information obtained directly as a result of this relationship.
Each party shall disclose such non-public information only if (i) reasonably required to
execute transactions or to carry out its duties as contemplated by this Agreement; (ii) with
respect to non-public information belonging or relating to the Fund or the Adviser, the
Adviser or the Board of Trustees has authorized such disclosure by prior written consent;
(iii) with respect to non-public information belonging or relating to the Subadviser, the
Sub-Adviser has authorized such disclosure by prior written consent; (iv) such information
is or becomes publicly ascertainable from public or published information or trade
sources (other than as a result of a breach of this Agreement), or (v) such
disclosure is expressly required or requested by applicable federal or state regulatory
authorities or self regulatory organizations. 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. | WELLINGTON MANAGEMENT COMPANY, LLP |
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By:
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/s/ XXXXX X. XXXXXXX | By: | /s/ XXXXXXXX XXXXXX | |||||||
| Name: Xxxxx X. Xxxxxxx | Name: Xxxxxxxx Xxxxxx | |||||||||
| Title: President and Chief Executive Officer | Title: Senior Vice President | |||||||||
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