[FORM OF]
AMENDMENT NO. 5
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 5 to the SUBADVISORY
AGREEMENT ("Amendment") is dated as of December 1, 2016,
by and between SUNAMERICA ASSET MANAGEMENT,
LLC, a Delaware limited liability company (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 which the Adviser may delegate one or
more of its duties to a subadviser pursuant to a written subadvisory
agreement; and
WHEREAS, the Trust is registered under the Investment
Company Act of 1940, as amended (the "Act"), as an open-end
management investment company; and
WHEREAS, the Adviser and the Subadviser are parties to
a Subadvisory Agreement dated January 1, 1999, as amended from
time to time (the "Subadvisory Agreement"), pursuant to which the
Subadviser furnishes investment advisory services to the
investment series of the Trust, as listed on Schedule A to the
Subadvisory Agreement; and
WHEREAS, the Adviser and the Subadviser wish to
amend and restate Schedule A to the Subadvisory Agreement as
attached hereto.
NOW, THEREFORE, the parties hereby agree as follows:
1. Schedule A to the Subadvisory Agreement is
hereby amended and restated as attached hereto.
2. 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. 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. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Subadvisory
Agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused their
respective duly authorized officers to execute this Amendment as
of the date first above written.
SUNAMERICA ASSET MANAGEMENT, LLC
By:
_____________________
Name:
Title:
WELLINGTON MANAGEMENT COMPANY LLP
By:
_____________________
Name:
Title:
SCHEDULE A
Effective December 1, 2016
Portfolios Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
Multi-Managed Growth Portfolio* 0.225% first $100 million
0.125% next $100 million
0.10% over $200 million
Multi-Managed Moderate Growth 0.225% first $100 million
Portfolio* 0.125% next $100 million
0.10% over $200 million
Multi-Managed Income/Equity 0.225% first $100 million
Portfolio* 0.125% next $100 million
0.10% over $200 million
Multi-Managed Income Portfolio* 0.225% first $100 million
0.125% next $100 million
0.10% over $200 million
Large-Cap Value Portfolio 0.40% first $100 million
0.30% next $100 million
0.25% over $200 million
Mid-Cap Growth Portfolio 0.375% first $50 million
0.275% next $100 million
0.20% next $350 million
0.15% over $500 million
Diversified Fixed Income Portfolio 0.225% first $50 million
0.135% over $50 million
Real Return Portfolio 0.15% first $250 million
0.10% next $250 million
0.09% over $500 million
* Based on the aggregate assets it manages for the Seasons
Multi-Managed Portfolios.
