AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 2 TO SUBADVISORY
AGREEMENT (the "Amendment") is effective as of December
18, 2006 by and between AIG SUNAMERICA ASSET
MANAGEMENT CORP. (formerly known as SunAmerica Asset
Management Corp.), a Delaware corporation (the "Adviser"), and
AIG GLOBAL INVESTMENT CORP., a New Jersey
corporation (the "Subadviser").
WITNESSETH:
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 which the Adviser may delegate one or
more of its duties to a subadviser pursuant to a written subadvisory
agreement; and
WHEREAS, the Adviser and Subadviser are parties to that
certain Subadvisory Agreement dated December 10, 2001 and
Amendment No. 1 dated February 14, 2005 (the "Subadvisory
Agreement"), with respect to the Trust; and
WHEREAS, the parties wish to amend the Subadvisory
Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto as
follows:
1. Schedule A to the Subadvisory Agreement is hereby
amended to reflect the addition of the Core Bond Component for
the Diversified Fixed Income Portfolio (the "Portfolio") of the
Trust and the new fee schedule with respect to the Portfolio. The
revised Schedule A is also attached hereto.
Portfolio(s)
Annual Fee
(as a percentage of the
average
daily net assets the
Subadviser
manages in the Portfolio
Diversified Fixed Income
Portfolio
--- U.S. Government Index
Component
0.12% on first $500 million
0.08% over $500 million
--- Core Bond Component
0.25% on first $200 million
0.20% on next $300 million
0.15% over $500 million
Subadviser shall manage the assets of the above-referenced components 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 Amendment as of the date first above written.
AIG SUNAMERICA ASSET
MANAGEMENT CORP.
AIG GLOBAL INVESTMENT CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Schedule A
Effective December 18, 2006
Portfolio(s)
Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the Portfolio)
Large Cap Value Portfolio
0.10% on first $500 million
0.03% over $500 million
Large Cap Growth Portfolio
0.10% on first $500 million
0.03% over $500 million
Large Cap Composite Portfolio
0.05% on first $500 million
0.03% over $500 million
Mid Cap Growth Portfolio
0.10% on first $500 million
0.03% over $500 million
Mid Cap Value Portfolio
0.10% on first $500 million
0.03% over $500 million
Small Cap Portfolio
0.07% on first $500 million
0.03% over $500 million
International Equity Portfolio
0.15% on first $500 million
0.05% over $500 million
Diversified Fixed Income Portfolio
--- U.S. Government Index Component
0.12% on first $500 million
0.08% over $500 million
--- Core Bond Component
0.25% on first $200 million
0.20% on next $300 million
0.15% over $500 million
Strategic Fixed Income Portfolio
0.45% on first $200 million
0.35% on next $300 million
0.30% over $500 million
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