AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT (the "Amendment") is
effective as of October 1, 2013 by and between SUNAMERICA ASSET MANAGEMENT
CORP., a Delaware corporation (the "Adviser"), and PINEBRIDGE INVESTMENTS,
LLC, a Delaware limited liability company (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business
trust ("SST"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, as amended from time to time (the "SST
Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to SST; 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 SunAmerica Series Trust, a Massachusetts
business trust ("SAST," and collectively with SST, the "Trusts"), have entered
into an Investment Advisory and Management Agreement dated as of January 1,
1999, as amended from time to time (the "SAST Advisory Agreement," and
collectively with the SST Advisory Agreement, the "Advisory Agreements"),
pursuant to which the Adviser has agreed to provide investment management,
advisory and administrative services to SAST; 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 March 29, 2010, 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. Schedule A to the Subadvisory Agreement is hereby amended to reflect the
amended fees for the index component of the Diversified Fixed Income Portfolio
of SST. The revised Schedule A is also attached hereto.
Portfolio(s) Fee Rate
(as a percentage of the average daily
net assets the Subadviser manages in
the portfolio)
Diversified Fixed Income Portfolio US Government Index Component -
0.12% first $150 million
0.08% next $100 million
0.06% over $250 million
Subadviser shall manage the assets of the index component of the
Diversified Fixed Income Portfolio of SST and shall be compensated as noted
above.
6. 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.
7. 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.
8. 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.
SUNAMERICA ASSET MANAGEMENT CORP. PINEBRIDGE INVESTMENTS, LLC
By: __/s/ Xxxxx X. Harbeck____________________
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
By: __/s/_Peter Hu_________
Name: Xxxxx Xx
Title: Vice President
SCHEDULE A
Effective October 1, 2013
Portfolios Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
SST
Multi-Managed Growth Portfolio
(Balanced Component) 0.25% on first $200 million
0.20% on the next $300
million
0.15% over $500 million
Multi-Managed Moderate Growth Portfolio
(Balanced Component) 0.25% on first $200 million
0.20% on the next $300
million
0.15% over $500 million
Multi-Managed Income Portfolio
(Balanced Component) 0.25% on first $200 million
0.20% on the next $300
million
0.15% over $500 million
Multi-Managed Income/Equity Portfolio (Balanced
Component) 0.25% on first $200 million
0.20% on the next $300
million
0.15% over $500 million
International Equity 0.15% - first $500 million
0.05% - over $500 million
Diversified Fixed Income-Index Component U.S. Government Index Component
U.S. Government Index Component - 0.12% first $150 million
0.08% next $100 million
0.06% over $250 million
Core Bond Component - Core Bond Component
0.25% first $200 million
0.20% next $300 million
0.15% over $500 million
SAST
High Yield Bond Portfolio 0.40% on first $50 million
0.30% on next $200
million
0.25% thereafter
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P:\PUBLIC\PRODLAW\securities compliance\Seasons Series Trust\Agreements\
Subadvisory Agreements\PineBridge\Form of PineBridge Amendment No. 1 to
Subadvisory Agreement (10-01-13).doc
