AMENDMENT NO. 5
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 5 TO THE SUBADVISORY
AGREEMENT is dated as of February 6, 2017, by and between
SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware
limited liability company (the "Adviser"), and X. XXXX
PRICE ASSOCIATES, INC., a Maryland corporation (the
"Subadviser").
W I T N E S S E T H:
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 the Adviser may delegate
one or more of its duties to a subadviser pursuant to a written
subadvisory agreement; 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
certain series (the "Portfolios") of the Trust, as listed on
Schedule A of the Subadvisory Agreement; and
WHEREAS, the Board of Trustees of the Trust, including
a majority of the Trustees who are not "interested persons" of the
Trust, as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended, has approved this Amendment to the
Subadvisory Agreement; and
WHEREAS, the Adviser has received an exemptive order
from the U.S. Securities and Exchange Commission that permits
the Adviser, subject to certain conditions, to enter into
subadvisory agreements with unaffiliated advisers without first
obtaining shareholder approval.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. Schedule A to the Subadvisory Agreement, which
is attached hereto and made a part hereof, is hereby amended and
restated as follows to include the Mid Cap Value Portfolio, a
series of the Trust:
Portfolio
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
Mid Cap Value Portfolio
0.60% on the first $20 million
0.50% on the next $30 million
0.50% reset above $50 million
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 Subadvisory 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 Agreement as
of the date first above written.
SUNAMERICA ASSET
MANAGEMENT, LLC
By:_/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
X. XXXX PRICE
ASSOCIATES, INC.
By:__/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SCHEDULE A
Effective February 6, 2017
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the portfolio)
International Equity Portfolio
0.60% first $50 million
0.55% next $50 million
At $100 million, the fee schedule resets to 0.50% on all assets
0.50% next $100 million
At $200 million, the fee schedule resets to 0.425% on all assets
0.425% next $300 million
0.40% next $500 million
At $1 billion, the fee schedule resets to 0.40% on all assets
Mid Cap Growth Portfolio
0.50% first $40 million
0.40% over $40 million
Mid Cap Value Portfolio
0.60% on the first $20 million
0.50% on the next $30 million
Above $50 million, the fee schedule resets to 0.50% on all assets
Stock Portfolio
0.50% on first $50 million
0.40% on next $50 million
At $100 million, the fee schedule resets to 0.40% on all assets
0.40% on next $150 million
0.375% on next $250 million
0.35% on next $500 million
At $1 billion, the fee schedule resets to 0.35% on all assets
0.325% in excess of $1 billion
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