INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Exhibit 28(d)(i)
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of January 1, 1999, as amended
January 12, 1999, May 23, 2000, November 29, 2000, September 24, 2001, February 14, 2005, October
3, 2005, October 2, 2006 and January 19, 2010 between SEASONS SERIES TRUST, a Massachusetts
business trust (the “Trust”) and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the
“Adviser” or “SAAMCo”).
In consideration of the mutual agreements herein made, the parties hereto agree as follows:
1.
The Trust’s Portfolios. The Trust is authorized to issue shares in separate series, with
each series representing interests in a separate portfolio of securities and other assets, and
currently offers shares of the series set forth in Schedule A attached hereto (the “Portfolios”).
It is recognized that additional Portfolios may be added and certain current Portfolios may be
deleted in the future.
2.
Duties of the Adviser. The Adviser shall manage the affairs of the Trust as set forth
herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant
to a written subadvisory agreement. Such duties shall include, but not limited to, continuously
providing the Trust with investment management, including investment research, advice and
supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust
and making purchases and sales of securities on behalf of each Portfolio. The Adviser’s management
shall be subject to the control of the Trustees of the Trust (the “Trustees”) and in accordance
with the objectives, policies and restrictions for each such Portfolio set forth in the Trust’s
Registration Statement and its current Prospectus and Statement of Additional Information, as
amended from time to time, the requirements of the Investment Company Act of 1940, as amended (the
“Act”) and other applicable law, as well as to the factors affecting the Trust’s status as a
regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”) and
the regulations thereunder and the status of variable contracts under the diversification
requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing
such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical,
secretarial and administrative services (exclusive of, and in addition to, any such service
provided by any others retained by the Trust or any of its Portfolios) and such executive and other
personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the
financial and accounting records required to be maintained by each Portfolio (including those
maintained by the Trust’s custodian), (iii) oversee the performance of services provided to each
Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and
subadviser, if any. The Trust acknowledges that
the Adviser also acts as the
manager of other investment companies; (iv) together with the assistance of affiliates, (a)
evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser
believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the
investment performance of each subadviser employed by the Trust, (c) allocate the portion of each
Portfolios’ assets to be managed by each subadviser; and (d) shall recommend changes of or the
addition of subadvisers when appropriate.
The Adviser may delegate certain of its duties under this Agreement with respect to a
Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees
as required by the Act. The Adviser may, as it deems necessary or appropriate from time to time,
(i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the assets
thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the
agreement between itself and a subadviser, without obtaining shareholder approval in either case;
provided, however, that any such new subadvisory arrangement or amendment to an
existing arrangement be approved by the Trustees in the manner required by either Act or order of
the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of
Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser
is solely responsible for payment of any fees or other charges to a subadviser arising from such
delegation and the Trust shall have no liability therefor.
3.
Expenses. The Adviser shall pay all of its expenses arising from the performance of its
obligations under this Agreement and shall pay any salaries, fees and expenses of the Trustees and
any officers of the Trust who are employees of the Adviser. The Adviser shall not be required to
pay any other expenses of the Trust, including, but not limited to, direct charges relating to the
purchase and sale of portfolio securities, interest charges, fees and expenses of independent
attorneys and auditors, taxes and governmental fees, cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses
of registering and qualifying shares for sale, expenses of printing and distributing reports,
notices and proxy materials to shareholders, expenses of data processing and related services,
shareholder recordkeeping and shareholder account service, expenses of printing and filing reports
and other documents filed with governmental agencies, expenses of printing and distributing
prospectuses, expenses of annual and special shareholders’ meetings, fees and disbursements of
transfer agents and custodians, expenses of disbursing dividends and distributions, fees and
expenses of Trustees who are not employees of the Adviser or its affiliates, membership dues in the
Investment Company Institute, insurance premium dues in the Investment Company Institute, insurance
premiums and extraordinary expenses such as litigation expenses.
4.
Compensation. (a) As compensation for services performed and the facilities and personnel
provided by the Adviser under this Agreement, the Trust will pay to the Adviser, promptly after the
end of each month for the services rendered by the Adviser during the preceding month, the
sum of the amounts set forth in Schedule A attached hereto calculated in accordance with the
average daily net assets of the indicated Portfolio.
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To the extent required by the laws of any state in which the Trust is subject to an expense
guarantee limitation, if the aggregate expenses of any Portfolio in any fiscal year exceed the
specified expense limitation ratios for that year (calculated on a daily basis), the Adviser agrees
to waive such portion of its advisory fee in excess of the limitation, but such waiver shall not
exceed the full amount of the advisory fee for such year except as may be elected by Adviser in its
discretion. For this purpose, aggregate expenses of a Portfolio shall include the compensation of
the Adviser and all normal expenses, fees and charges, but shall exclude interest, taxes, brokerage
fees on portfolio transactions, fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation expenses. In addition, from time to
time the Adviser may waive fees or reimburse expenses with respect to a Portfolio in order that its
expense ratio not exceed a specified amount as set forth in the Portfolio’s prospectus. In the
event any amounts are so waived or contributed by the Adviser to the Trust, the Trust agrees to
reimburse the Adviser, within a two-year period after such waiver, any expenses waived, provided
that such reimbursement does not result in increasing the Trust’s aggregate expenses above the
aforementioned expense limitation ratios.
The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate set forth
above. For the purpose of accruing compensation, the net assets of the Portfolio shall be that
determined in the manner and on the dates set forth in the current prospectus of the Trust and, on
days on which the net assets are not so determined, the net asset computation to be used shall be
as determined on the next day on which the net assets shall have been determined.
(b) Upon any termination of this Agreement on a day other than the last day of the month, the
fee for the period from the beginning of the month in which termination occurs to the date of
termination shall be prorated according to the proportion which such period bears to the full
month.
5.
Purchase and Sale of Securities. The Adviser shall purchase securities from or through and
sell securities to or through such persons, brokers or dealers as the Adviser shall deem
appropriate in order to carry out the policies with respect to portfolio transactions as set forth
in the Trust’s Registration Statement and its current Prospectus or Statement of Additional
Information, as amended from time to time, or as the Trustees may direct from time to time.
Nothing herein shall prohibit the Trustees from approving the payment by the Trust of
additional compensation to others for consulting services, supplemental research and security and
economic analysis.
6.
Term of Agreement. This Agreement shall continue in full force and effect with respect to
each Portfolio until two years from the date approved by the Trustees of the Trust in respect of
such Portfolio, and from year to year thereafter so long as such continuance is approved at least
annually (i) by the Trustees by vote cast in person at a meeting called for the purpose of voting
on such renewal, or by the vote of a majority of the outstanding voting securities (as defined by
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the Act) of such Portfolio with respect to which renewal is to be effected, and (ii) by a majority
of the non-interested Trustees by vote cast in person at a meeting called for the purpose of voting
on such renewal. Any approval of this Agreement or the renewal thereof with respect to a Portfolio
by the vote of a majority of the outstanding voting securities of that Portfolio, or by the
Trustees of the Trust which shall include a majority of the non-interested Trustees, shall be
effective to continue this Agreement with respect to that Portfolio notwithstanding (a) that this
Agreement or the renewal thereof has not been so approved as to any other Portfolio, or (b) that
this Agreement or the renewal thereof has not been so approved by the vote of a majority of the
outstanding voting securities of the Trust as a whole.
7.
Termination. This Agreement may be terminated at any time as to a Portfolio, without
payment of any penalty, by the Trustees or by the vote of a majority of the outstanding voting
securities (as defined in the Act) of such Portfolio on sixty (60) days’ written notice to the
Adviser. Similarly, the Adviser may terminate this Agreement without penalty on like notice to the
Trust provided, however, that this Agreement may not be terminated by the Adviser unless another
investment advisory agreement has been approved by the Trust in accordance with the Act, or after
six months’ written notice, whichever is earlier. This Agreement shall automatically terminate in
the event of its assignment (as defined in the Act).
8.
Reports. The Adviser shall report to the Trustees, or to any committee or officers of the
Trust acting pursuant to the authority of the Trustees, at such times and in such detail as shall
be reasonable and as the Board may deem appropriate in order to enable the Trust to determine that
the investment policies of each Portfolio are being observed and implemented and that the
obligations of the Adviser under this Agreement are being fulfilled. Any investment program
undertaken by the Adviser pursuant to this Agreement and any other activities undertaken by the
Adviser on behalf of the Trust shall at all times be subject to any directives of the Trustees or
any duly constituted committee or officer of the Trust acting pursuant to the authority of the
Trustees.
9.
Records. The Trust is responsible for maintaining and preserving for such period or
periods as the Securities and Exchange Commission may prescribe by rules and regulations, such
accounts, books and other documents as to constitute the records forming the basis for all reports,
including financial statements required to be filed pursuant to the Act and for the Trust’s
auditor’s certification relating thereto. The Adviser hereby undertakes and agrees to maintain in
the form and for the periods required by Rule 31a-2 under the Act, all records relating to the
Portfolio’s investments that are required to be maintained pursuant to the requirements of Rule
31a-1 of the Act.
The Adviser and the Trust agree that all accounts, books and other records maintained and
preserved by each as required hereby shall be subject at any time, and from time to time, to such
reasonable periodic, special and other examinations by the Securities and Exchange
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Commission, the
Trust’s auditors, the Trust or any representative of the Trust, or any governmental agency or other
instrumentality having regulatory authority over the Trust. It is expressly understood and agreed
that the books and records maintained by the Adviser on behalf of each Portfolio shall, at all
times, remain the property of the Trust.
10.
Liability of Adviser. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the
Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Adviser), the Adviser shall not be subject to liability
to the Trust or to any other person for any act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, any error of judgment or mistake of law
or for any loss suffered by any of them in connection with the matters to which this Agreement
relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for services. Except for
such disabling conduct or liability under Section 36(b) of the Act, the Trust shall indemnify the
Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Adviser) from any liability arising from the Adviser’s
conduct under this Agreement.
Indemnification to the Adviser or any of its personnel or affiliates shall be made when (A) a
final decision on the merits rendered, by a court or other body before whom the proceeding was
brought, that the person to be indemnified was not liable by reason of disabling conduct or, (B) in
the absence of such a decision, a reasonable determination, based upon a review of the facts, that
the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a
majority of a quorum of Trustees who are neither “interested persons” of the Trust as defined in
Section 2(a)(19) of the Act nor parties to the proceeding (“disinterested, non-party Trustees”), or
(b) an independent legal counsel in a written opinion. The Trust may, by vote of a majority of the
disinterested, non-party Trustees, advance attorneys’ fees or other expenses incurred by officers,
Trustees, investment advisers, subadvisers or principal underwriters, in defending a proceeding
upon the undertaking by or on behalf of the person to be indemnified to repay the advance unless it
is ultimately determined that such person is entitled to indemnification. Such advance shall be
subject to at least one of the following: (i) the person to be indemnified shall provide adequate
security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the disinterested, non-party Trustees, or
an independent legal counsel in a written opinion, shall determine, based on a review of readily
available facts, that there is reason to believe that the person to be indemnified ultimately will
be found entitled to indemnification.
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11.
Miscellaneous. Anything herein to the contrary notwithstanding, this Agreement shall not
be construed to require, or to impose any duty upon either of the parties, to do anything in
violation of any applicable laws or regulations.
The Declaration of Trust establishing the Trust, a copy of which is on file in the office of
the Secretary of the Commonwealth of Massachusetts, provides that the name of the Trust refers to
the Trustees collectively as Trustees, not as individuals or personally; and that no Trustee,
shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor
shall resort be had to their private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of the Trust or any Portfolio; but that the Trust Estate
shall be liable. Notice is hereby given that nothing contained herein shall be construed to be
binding upon any of the Trustees, officers, or shareholders of the Trust individually.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to be executed by
their duly authorized officers as of the date first above written.
| SEASONS SERIES TRUST | ||||||
| By: | /s/ XXXX XXXXX
|
|||||
| Title: President | ||||||
| SUNAMERICA ASSET MANAGEMENT CORP. | ||||||
| By: | /s/ XXXXX X. XXXXXXX
|
|||||
| Title: President and Chief Executive Officer | ||||||
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SEASONS SERIES TRUST
SCHEDULE A
to Investment Advisory and Management Agreement
(Effective January 19, 2010)
SCHEDULE A
to Investment Advisory and Management Agreement
(Effective January 19, 2010)
| Annual Fee | ||
| as percentage of | ||
| average daily net assets of | ||
| Portfolio(s) | the Portfolio) | |
Multi-Managed Growth Portfolio |
.89% - first $250 million | |
| .84% - next $250 million | ||
| .79% - over $500 million | ||
Multi-Managed Moderate Growth Portfolio |
.85% - first $250 million | |
| .80% - next $250 million | ||
| .75% - over $500 million | ||
Multi-Managed Income/Equity Portfolio |
.81% - first $250 million | |
| .76% - next $250 million | ||
| .71% - over $500 million | ||
Multi-Managed Income Portfolio |
.77% - first $250 million | |
| .72% - next $250 million | ||
| .67% - over $500 million | ||
Asset Allocation: Diversified Growth Portfolio |
.85% - first $250 million | |
| .80% - next $250 million | ||
| .75% - over $500 million | ||
Stock Portfolio |
.85% - first $250 million | |
| .80% - next $250 million | ||
| .75% - over $500 million | ||
Large Cap Value Portfolio |
.80% - first $250 million | |
| .75% - next $250 million | ||
| .70% - over $500 million | ||
Large Cap Composite Portfolio |
.80% - first $250 million | |
| .75% - next $250 million | ||
| .70% - over $500 million | ||
Large Cap Growth Portfolio |
.80% - first $250 million | |
| .75% - next $250 million | ||
| .70% - over $500 million |
A-1
| Annual Fee | ||
| as percentage of | ||
| average daily net assets of | ||
| Portfolio(s) | the Portfolio) | |
Mid Cap Value Portfolio |
.85% - first $250 million | |
| .80% - next $250 million | ||
| .75% - over $500 million | ||
Mid Cap Growth Portfolio |
.85% - first $250 million | |
| .80% - next $250 million | ||
| .75% - over $500 million | ||
Small Cap Portfolio |
.85% - first $250 million | |
| .80% - next $250 million | ||
| .75% - over $500 million | ||
International Equity Portfolio |
.95% - first $250 million | |
| .90% - next $250 million | ||
| .85% - over $500 million | ||
Diversified Fixed Income Portfolio |
.70% - first $200 million | |
| .65% - next $200 million | ||
| .60% - over $400 million | ||
Real Return Portfolio |
.60% - first $500 million | |
(formerly, Strategic Fixed Income Portfolio) |
.55% - over $500 million | |
Cash Management Portfolio1 |
.475% - first $100 million | |
| .450% - next $400 million | ||
| .425% - next $500 million | ||
| .400% - over $1 billion | ||
Focus Growth Portfolio |
1.00% - first $250 million | |
| .95% - next $250 million | ||
| .90% - over $500 million | ||
Focus Growth and Income Portfolio |
1.00% - first $250 million | |
| .95% - next $250 million | ||
| .90% - over $500 million | ||
Focus TechNet Portfolio |
1.20% - first $250 million | |
| 1.10% - next $250 million | ||
| 1.00% - over $500 million |
A-2
| Annual Fee | ||
| as percentage of | ||
| average daily net assets of | ||
| Portfolio(s) | the Portfolio) | |
Focus Value |
1.00% - first $250 million | |
| .95% - next $250 million | ||
| .90% - over $500 million | ||
Allocation Moderate Portfolio |
.10% | |
Allocation Moderate Growth Portfolio |
.10% | |
Allocation Growth Portfolio |
.10% | |
Allocation Balanced Portfolio |
.10% |
| 1 | Adviser shall be paid a composite fee based on the aggregate assets it manages for both SunAmerica Series Trust and Seasons Series Trust Cash Management Portfolios. |
A-3
