Exhibit (d)(xx)
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of February 14, 2005 by and between AIG SUNAMERICA ASSET MANAGEMENT
CORP. (formerly known as SunAmerica Asset Management Corp.), a Delaware
corporation (the "Adviser"), and SALOMON BROTHERS ASSET MANAGEMENT, INC., a
Delaware 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 October 1, 2002, 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. Paragraph 7 to the Subadvisory Agreement, titled Proxy Voting, is
deleted in its entirety and replaced with the following paragraph:
7. PROXY VOTING. The Adviser will vote proxies relating to the
Portfolio's securities. The Adviser will vote all such proxies in
accordance with such proxy voting guidelines and procedures adopted by the
Board of Trustees. The Adviser may, on certain non-routine matters,
consult with the Subadviser before voting proxies relating to the
Portfolio's securities. The Adviser will instruct the custodian and other
parties providing services to the Trust promptly to forward to the proxy
voting service copies of all proxies and shareholder communications
relating to securities held by each Portfolio (other than materials
relating to legal proceedings).
2. The following new paragraph shall be added to the Subadvisory
Agreement:
18. 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.
3. The first sentence of Section 2(b) of the Subadvisory Agreement shall
be amended to delete the words "and rewarding sales or distribution.
4. Schedule A to the Subadvisory Agreement is hereby amended to reflect
the addition of the Strategic Fixed Income Portfolio and Small Cap
Portfolio and the deletion of Focus Growth Portfolio. The revised Schedule
A is also attached hereto.
Fee Rate
(as a percentage of the average
daily net assets the Subadviser
Portfolio(s) manages in the portfolio)
-------------------------------- -------------------------------
Strategic Fixed Income Portfolio [Confidential]
Small Cap Portfolio [Confidential]
Subadviser shall manage the Strategic Fixed Income Portfolio and Small Cap
Portfolio assets and shall be compensated as noted above.
5. 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.
6. 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.
7 MISCELLANEOUS. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Subadvisory Agreement.
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IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Amendment as of the date first above
written.
SALOMON BROTHERS ASSET
AIG SUNAMERICA ASSET MANAGEMENT CORP. MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXX XXXXXXX
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive Officer Title: Managing Director
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