AMENDMENT NO. 4
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT is dated as of
October 1, 2013, by and between SUNAMERICA ASSET MANAGEMENT CORP., formerly
known as AIG SunAmerica Asset Management Corp., a Delaware corporation
(the "Adviser"), and WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts
limited liability partnership (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 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:
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 Diversified Fixed Income Portfolio. 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 0.225% first $50 million
0.135% over $50 million
Subadviser shall manage the assets of the Portfolio and shall be
compensated as noted above.
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 CORP.
By:___/s/ Xxxxx X. Harbeck_____________________
Name: Xxxxx X. Xxxxxxx
Title: President & CEO
WELLINGTON MANAGEMENT COMPANY, LLP
By:____/s/ Xxxxx X. Williamson____________________
Name: Xxxxx X. Xxxxxxxxxx
Title: Senior 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)
Multi-Managed Growth Portfolio* 0.225% first $100 million
0.125% next $100 million
0.10% over $200 million
Multi-Managed Moderate Growth
Portfolio* 0.225% first $100 million
0.125% next $100 million
0.10% over $200 million
Multi-Managed Income/Equity Portfolio* 0.225% first $100 million
0.125% next $100 million
0.10% over $200 million
Multi-Managed Income Portfolio* 0.225% first $100 million
0.125% next $100 million
0.10% over $200 million
Large-Cap Value Portfolio 0.40% first $100 million
0.30% next $100 million
0.25% over $200 million
Mid-Cap Growth Portfolio 0.375% first $50 million
0.275% next $100 million
0.20% next $350 million
0.15% over $500 million
Diversified Fixed Income Portfolio 0.225% first $50 million
0.135% over $50 million
Effective December 1, 2009
Strategic Fixed Income Portfolio 0.45% first $200 million
0.35% next $300 million
0.30% over $500 million
Effective January 19, 2010
Real Return Portfolio
(formerly, Strategic Fixed Income
Portfolio) 0.15% first $500 million
0.10% over $500 million
* Based on the aggregate assets it manages for the Seasons Multi-Managed
Portfolios:
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