AMENDMENT NO. 4
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 4 TO THE SUBADVISORY
AGREEMENT is dated as of October 17, 2014, by and between
SUNAMERICA ASSET MANAGEMENT, LLC , a Delaware
corporation (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;
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;
WHEREAS, the Board of Trustees of the Trust has
approved this Amendment to the Subadvisory Agreement and it is
not required to be approved by the shareholders of the Portfolios.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. Schedule A to the Subadvisory Agreement is hereby
amended to include the fee schedule to reflect the addition
of the Seasons Series Trust International Equity Portfolio.
Schedule A is also attached hereto.
Subadviser shall manage the International Equity Portfolio and
shall be compensated as noted above.
2. Section 4 "Other Services" of the Subadvisory
Agreement is hereby amended as follows:
(a) The existing paragraph contained in Section 4, in its
entirety, is renamed Section 4(i); and
(b) The following is added to Section 4 as item (ii):
(ii) In rendering the services required under this
Subadvisory Agreement, Subadviser may, consistent
with applicable law from time to time, employ,
delegate, or associate with itself such affiliated or
unaffiliated person or persons as it believes reasonably
necessary to assist it in carrying out its obligations
under this Subadvisory Agreement; provided, however,
that any such delegation shall not involve any such
person serving as an "adviser" to the Portfolio(s) within
the meaning of the Act. Subadviser shall remain liable
to Adviser for the performance of Sub-Adviser's
obligations hereunder, to the extent specified in Section
10(a) of the Subadvisory Agreement, and Adviser shall
not be responsible for any fees that any such person
may charge to Subadviser for such services.
3. 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.
4. 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.
5. 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:_______________________________________
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
X. XXXX PRICE ASSOCIATES,
INC.
By:_______________________________________
Name:
Title:
SCHEDULE A
Effective October 17, 2014
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
Large Cap Value Portfolio
0.50% on first $50 million
0.45% on next $50 million
At $100 million, the fee schedule resets to 0.40% on all assets
0.40% on next $100 million
At $200 million, the fee schedule resets to 0.35% on all assets
0.35% on next $300 million
At $500 million, the fee schedule resets to 0.325% on all assets
0.30% on next $500 million
At $1 billion and above, the fee schedule resets to 0.30% on all assets
Mid Cap Growth Portfolio
0.50% first $40 million
0.40% over $40 million
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
