AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Exhibit (d)(xxxi)
This AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between
AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and JANUS CAPITAL
MANAGEMENT LLC, a Delaware limited liability company (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 which 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 April 3,
2002, 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 parties desire to amend the Subadvisory Agreement to comply with the requirements
of rules 17a-10, 10f-3, 12d3-1 and 17e-1 under the Investment Company Act of 1940, as amended,
relating to certain exemptions available for transactions with subadvisory affiliates; and
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. The following provision is inserted as Section 1(e) of the Subadvisory Agreement:
“(e) The Subadviser also represents and warrants that in furnishing
services hereunder, the Subadviser will not consult with any other
subadviser of the Portfolios or other series of the Trust, to the extent
any other subadvisers are engaged by the Adviser, or any other subadvisers
to other investments companies that are under common control with the
Trust, concerning transactions of the Portfolios in securities or other
assets, other than for purposes of complying with the conditions of
paragraphs (a) and (b) of rule 12d3-1 under the Act.”
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.
| AIG SUNAMERICA ASSET MANAGEMENT CORP. |
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| By: | /s/ XXXXX X. XXXXXXX | |||
| Name: Xxxxx X. Xxxxxxx | ||||
| Title: President & CEO | ||||
| JANUS CAPITAL MANAGEMENT LLC |
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| By: | /s/ XXXXXX X. XXXXXX | |||
| Name: Xxxxxx X. Xxxxxx | ||||
| Title: SVP & Managing Director | ||||
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