SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of January 1, 1999
by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and ▇. ▇▇▇▇ PRICE ASSOCIATES, INC., a
Maryland 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
(the "Advisory Agreement") pursuant to which the Adviser has agreed
to provide investment management, advisory and administrative
services to the Trust; and
WHEREAS, the Trust is registered under the Investment Company
Act of 1940, as amended (the "Act"), as an open-end management
investment company and may issue shares of beneficial interest, par
value $.01 per share, in separately designated portfolios
representing separate funds with their own investment objectives,
policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of
rendering investment advisory services and is registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended; and
WHEREAS, the Adviser desires to retain the Subadviser to
furnish investment advisory services to the investment portfolio or
portfolios of the Trust listed on Schedule A attached hereto (the
"Portfolio(s)"), and the Subadviser is willing to furnish such
services;
NOW, THEREFORE, it is hereby agreed between the parties hereto
as follows:
1. DUTIES OF THE SUBADVISER. The Adviser hereby appoints
the Subadviser, in furtherance of its Investment Advisory and
Management Agreement with the Trust, to manage the investment and
reinvestment of the assets of each Portfolio listed on Schedule A
attached hereto. The Subadviser will determine in its discretion
and subject to the oversight and review of the Adviser, the
securities to be purchased or sold, will provide the Adviser with
records concerning the Portfolio's investment activity which the
Subadviser is required to maintain in connection therewith, and
will render regular reports to the Adviser and to officers and
Trustees of the Trust concerning its discharge of the foregoing
responsibilities. The Subadviser shall discharge the foregoing
responsibilities subject to the control of the officers and the
Trustees of the Trust and in compliance with such policies as the
Trustees of the Trust may from time to time establish, and in
compliance with (a) the objectives, policies, and limitations for
the Portfolio(s) set forth in the Trust's current prospectus and
statement of additional information, and (b) applicable laws and
regulations.
The Subadviser agrees that it will operate and manage
each of the Portfolios set forth in Schedule A at all times (1) in
compliance with applicable federal and state laws governing its
operations and investments as set forth below; (2) so as not to
jeopardize either the treatment of the Seasons variable annuity
contracts issued by Variable Annuity Account Five (File No. 33-
08859; hereinafter "Contracts") as annuity contracts for purposes
of the Internal Revenue Code of 1986, as amended (the "Code"), or
the eligibility of the Contracts to qualify for sale to the public
in any state where they may otherwise be sold; and (3) to minimize
any taxes and/or penalties payable by the Trust or such Portfolio.
The Subadviser agrees to manage the portfolio in compliance with
(a) the provisions of the Act and rules adopted thereunder; (b) the
diversification requirements specified in Subchapter M, Chapter 1
of the Code, and in the Internal Revenue Service's regulations
under Section 817(h) of the Code; (c) applicable state insurance
laws; and (d) applicable federal and state securities, commodities
and banking laws, provided that Adviser shall provide Subadviser
with written direction as to the requirements of applicable state
insurance laws and applicable federal and state banking laws. For
purposes of the preceding sentence, disclosure in the Trust's
prospectus and/or statement of additional information of applicable
state insurance laws and regulations and applicable federal and
state banking laws and regulations shall constitute "written
direction" thereof. The Subadviser further represents and warrants
that to the extent that any statements or omissions regarding the
Subadviser made in any Registration Statement for the Contracts or
shares of the Trust, or any amendment or supplement thereto, are
made in reliance upon and in conformity with written information
furnished by the Subadviser expressly for use therein, such
Registration Statement and any amendments or supplements thereto
will, when they become effective, conform in all material respects
to the requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder (the "1933 Act") and the
Act and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. In
addition, the Adviser represents and warrants that the Registration
Statement for the Contract or shares of the Trust, or any amendment
or supplement thereto, other than statements or omissions regarding
the Subadviser provided in writing by the Subadviser expressly for
use therein, will, when they become effective, conform in all
material respects to the requirements of the 1933 Act and the Act
and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.
The Subadviser accepts such appointment and agrees, at
its own expense, to render the services set forth herein and to
provide the office space, furnishings, equipment and personnel
required by it to perform such services on the terms and for the
compensation provided in this Agreement.
2. PORTFOLIO TRANSACTIONS. The Subadviser is responsible
for decisions to buy or sell securities and other investments of
the assets of each Portfolio, broker-dealers and futures commission
merchants' selection, and negotiation of brokerage commission and
futures commission merchants' rates. As a general matter, in
executing portfolio transactions, the Subadviser may employ or deal
with such broker-dealers or futures commission merchants as may, in
the Subadviser's best judgement, provide prompt and reliable
execution of the transactions at favorable
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prices and reasonable commission rates. In selecting such broker-
dealers or futures commission merchants, the Subadviser shall
consider all relevant factors including price (including the
applicable brokerage commission, dealer spread or futures
commission merchant rate), the size of the order, the nature of the
market for the security or other investment, the timing of the
transaction, the reputation, experience and financial stability of
the broker-dealer or futures commission merchant involved, the
quality of the service, the difficulty of execution, the execution
capabilities and operational facilities of the firm involved, and,
in the case of securities, the firm's risk in positioning a block
of securities. Subject to such policies as the Trustees may
determine and consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the Subadviser
shall not be deemed to have acted unlawfully or to have breached
any duty created by this Agreement or otherwise solely by reason of
the Subadviser's having caused a Portfolio to pay a member of an
exchange, broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged
for effecting that transaction, if the Subadviser determines in
good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in
terms of either that particular transaction or the Subadviser's
overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment
discretion. In accordance with Section 11(a) of the 1934 Act and
Rule 11a2-2(T) thereunder, and subject to any other applicable laws
and regulations including Section 17(e) of the Act and Rule 17e-1
thereunder, the Subadviser may engage its affiliates, the Adviser
and its affiliates or any other subadviser to the Trust and its
respective affiliates, as broker-dealers or futures commission
merchants to effect portfolio transactions in securities and other
investments for a Portfolio. The Subadviser will promptly
communicate to the Adviser and to the officers and the Trustees of
the Trust such information relating to portfolio transactions as
may be mutually agreed with the Subadviser..
3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not
be entitled to receive any payment from the Trust and shall look
solely and exclusively to the Adviser for payment of all fees for
the services rendered, facilities furnished and expenses paid by it
hereunder. As full compensation for the Subadviser under this
Agreement, the Adviser agrees to pay the Subadviser a fee at the
annual rates set forth in Schedule A hereto with respect to each
Portfolio listed thereon. Such fee shall be accrued daily and paid
monthly as soon as practicable after the end of each month (i.e.,
the applicable annual fee rate divided by 365 applied to each prior
days' net assets in order to calculate the daily accrual), but in
no event later than the 15th day of the following month. For
purposes of calculating the Subadviser's fee, the average daily net
asset value of a Portfolio shall be determined by taking an average
of all determinations of such net asset value during the month. If
the Subadviser shall provide its services under this Agreement for
less than the whole of any month, the foregoing compensation shall
be prorated.
4. OTHER SERVICES. At the request of the Trust or the
Adviser, the Subadviser in its discretion may make available to the
Trust, office facilities, equipment, personnel and other services.
Such office facilities, equipment, personnel and services shall be
provided for or rendered by the Subadviser and billed to the Trust
or the Adviser at the Subadviser's cost.
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5. REPORTS. The Trust, the Adviser and the Subadviser agree
to furnish to each other, if applicable, current prospectuses,
statements of additional information, proxy statements, reports of
shareholders, certified copies of their financial statements, and
such other information with regard to their affairs and that of the
Trust as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser
to the Adviser and the Trust are not to be deemed exclusive, and
the Subadviser shall be free to render similar services to others
so long as its services to the Trust are not impaired thereby. The
Subadviser shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise
be deemed an agent of the Trust.
7. SERVICES TO OTHER CLIENTS. Nothing contained in this
Agreement shall limit or restrict (i) the freedom of the
Sub-Adviser, or any affiliated persons thereof, to render
investment management and corporate administrative services to
other investment companies, to act as investment manager or
investment counselor to other persons, firms, or corporations, or
to engage in any other business activities, or (ii) the right of
any director, officer, or employee of the Subadviser, who may also
be a director, officer, or employee of the Company, to engage in
any other business or to devote his or her time and attention in
part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature.
8. CERTAIN RECORDS. The Subadviser hereby undertakes and
agrees to maintain, in the form and for the period required by Rule
31a-2 under the Act, all records relating to the investments of the
Portfolio(s) that are required to be maintained by the Trust
pursuant to the requirements of Rule 31a-1 of that Act. Any
records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act
which are prepared or maintained by the Subadviser on behalf of the
Trust are the property of the Trust and will be surrendered
promptly to the Trust or the Adviser on request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be
subject at any time, and from time to time, to such reasonable
periodic, special and other examinations by the Securities and
Exchange Commission, or any governmental agency or other
instrumentality having regulatory authority over the Trust, and
upon reasonable request and during normal business hours the
Trust's auditors, the Trust or any representative of the Trust, the
Adviser.
9. REFERENCE TO THE SUBADVISER. Subject to the terms of a
separate Logo Licensing Agreement, neither the Trust nor the
Adviser or any affiliate or agent thereof shall make reference to
or use the name of the Subadviser or any of its affiliates in any
advertising or promotional materials without the prior approval of
the Subadviser, which approval shall not be unreasonably withheld.
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10. LIABILITY OF THE SUBADVISER. (a) In the absence of
willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties ("disabling conduct") hereunder
on the part of the Subadviser (and its officers, directors, agents,
employees, controlling persons, shareholders and any other person
or entity affiliated with the Subadviser) the Subadviser shall not
be subject to liability to the Trust or to any shareholder of the
Trust for any act or omission in the course of, or connected with,
rendering services hereunder, including without limitation, any
error of judgment or mistake of law or for any loss suffered by any
of them in connection with the matters to which this Agreement
relates, except to the extent specified in Section 36(b) of the Act
concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services. Except for
such disabling conduct, the Adviser shall indemnify the Subadviser
(and its officers, directors, partners, agents, employees,
controlling persons, shareholders and any other person or entity
affiliated with the Subadviser) (collectively, the "Indemnified
Parties") from any liability arising from the Subadviser's conduct
under this Agreement. Subadviser hereby indemnifies, defends and
protects Adviser and holds Adviser harmless, from and against any
and all liability arising out of Subadviser's disabling conduct.
(b) The Subadviser agrees to indemnify and hold harmless
the Adviser and its affiliates and each of its directors and
officers and each person, if any, who controls the Adviser within
the meaning of Section 15 of the 1933 Act against any and all
losses, claims, damages, liabilities or litigation (including legal
and other expenses), to which the Adviser or its affiliates or such
directors, officers or controlling person may become subject under
the 1933 Act, under other statutes, at common law or otherwise,
which may be based upon (i) any wrongful act or material breach of
this Agreement by the Subadviser arising from the Subadviser's
disabling conduct, or (ii) any failure by the Subadviser to comply
with the representations and warranties set forth in Section 1 of
this Agreement; provided, however, that in no case is the
Subadviser's indemnity in favor of any person deemed to protect
such other persons against any liability to which such person would
otherwise be subject by reasons of willful misfeasance, bad faith,
or gross negligence in the performance of his, her or its duties or
by reason of his, her or its reckless disregard of obligation and
duties under this Agreement.
11. PERMISSIBLE INTERESTS. Trustees and agents of the Trust
are or may be interested in the Subadviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders
of the Subadviser are or may be interested in the Trust as
trustees, or otherwise; and the Subadviser (or any successor) is or
may be interested in the Trust in some manner.
12. TERM OF THE AGREEMENT. This Agreement shall continue in
full force and effect with respect to each Portfolio until two
years from the date hereof, and from year to year thereafter so
long as such continuance is specifically approved at least annually
(i) by the vote of a majority of those Trustees of the Trust who
are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting
on such approval, and (ii) by the Trustees of the Trust or by vote
of a majority of the outstanding voting securities of the Portfolio
voting separately from any other series of the Trust.
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With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of a penalty by the
Portfolio or the Trust, by vote of a majority of the Trustees, or
by vote of a majority of the outstanding voting securities (as
defined in the Act) of the Portfolio, voting separately from any
other series of the Trust, or by the Adviser, on not less than 30
nor more than 60 days' written notice to the Subadviser. With
respect to each Portfolio, this Agreement may be terminated by the
Subadviser at any time, without the payment of any penalty, on 90
days' written notice to the Adviser and the Trust; provided,
however, that this Agreement may not be terminated by the
Subadviser unless another subadvisory agreement has been approved
by the Trust in accordance with the Act, or after six months'
written notice, whichever is earlier. In the event of such a
termination, the Adviser will use its best efforts, and cause the
Trust to use its best efforts, to engage another subadviser for the
Portfolio as soon as possible. Notwithstanding the foregoing, the
Subadviser may terminate the Agreement on 60 days' written notice
to the Adviser and the Trust, in the event of a breach of this
Agreement by the Adviser. The termination of this Agreement with
respect to any Portfolio or the addition of any Portfolio to
Schedule A hereto (in the manner required by the Act) shall not
affect the continued effectiveness of this Agreement with respect
to each other Portfolio subject hereto. This Agreement shall
automatically terminate in the event of its assignment (as defined
by the Act).
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is
terminated.
13. SEVERABILITY. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
14. AMENDMENTS. This Agreement may be amended by mutual
consent in writing, but the consent of the Trust must be obtained
in conformity with the requirements of the Act.
15. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York and the
applicable provisions of the Act. To the extent the applicable
laws of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter
shall control.
16. PERSONAL LIABILITY. The Declaration of the Trust
establishing the Trust (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, and,
in accordance with that Declaration, no Trustee, shareholder,
officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private
property for satisfaction of any obligation or claim or otherwise
in connection with the affairs of the Trust, but the "Trust
Property" only shall be liable.
17. SEPARATE SERIES. Pursuant to the provisions of the
Declaration, each Portfolio is a separate series of the Trust, and
all debts, liabilities, obligations and expenses of a particular
Portfolio shall be enforceable only against the assets of that
Portfolio and not against the assets of any other Portfolio or of
the Trust as a whole.
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18. NOTICES. All notices shall be in writing and deemed
properly given when delivered or express delivery service by United
States certified or registered mail, return receipt
requested,postage prepaid, addressed as follows:
Subadviser: ▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Vice President
with a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Legal Counsel
▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and
General Counsel
with a copy to: SunAmerica Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President,
General Counsel - Corporate
Affairs
and Secretary
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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