SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of
December 21, 2015 by and between SUNAMERICA ASSET
MANAGEMENT, LLC, a Delaware limited liability company
(the "Adviser"), and PNC CAPITAL ADVISORS, LLC, a
Delaware limited liability company (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 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, without par value, 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 (the "Advisers Act"); and
WHEREAS, the Adviser desires to retain the Subadviser
to furnish investment advisory services to the investment
portfolio(s) of the Trust listed on Schedule A attached hereto
(each, a "Portfolio," and collectively, the "Portfolio(s)"), and the
Subadviser is willing to furnish such services. To the extent that
the Subadviser is not the only entity providing investment
advisory services to a Portfolio, the term "Portfolio" shall be
interpreted for purposes of this Subadvisory Agreement to only
include those assets of the Portfolio over which the Subadviser
exercises investment discretion.
NOW, THEREFORE, it is hereby agreed between the
parties hereto as follows:
1. Duties of the Subadviser. The Adviser hereby
engages the services of the Subadviser in furtherance of the
Advisory Agreement on behalf each Portfolio. Pursuant to this
Subadvisory Agreement and subject to the oversight and review
of the Adviser, the Subadviser will manage the investment and
reinvestment of the assets of each Portfolio. The Subadviser will
determine, in its discretion and subject to the oversight and review
of the Adviser, the securities instruments and other investments to
be purchased, retained, or sold, and the position of the Portfolio to
remain uninvested or in short-term instruments, will provide the
Adviser with, and will maintain, records concerning the
Subadviser's activities which the Adviser or the Trust is required
to maintain, 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 applicable
policies as the Trustees of the Trust may from time to time
establish, as provided in writing to the Subadviser from time to
time, and in compliance with (a) the objectives, policies,
restrictions and limitations for the Portfolio(s) as set forth in the
Trust's current prospectus and statement of additional information
(together, the "Registration Statement"), as provided by the
Adviser to the Subadviser; and (b) applicable laws and
regulations.
The Subadviser represents and warrants to the
Adviser that it will perform its obligations hereunder at all times
in compliance with (a) all applicable federal and state laws,
including securities, commodities and banking laws, governing
each Portfolio's operations and investments; (b) the provisions of
the Act and rules adopted thereunder; (c) the objectives, policies,
restrictions and limitations for the Portfolio(s) as set forth in the
Trust's Registration Statement as most recently provided by the
Adviser to the Subadviser; and (d) the policies and procedures as
adopted by the Trustees of the Trust provided in writing to the
Subadviser. The Adviser shall provide the Subadviser reasonable
advance notice of any changes to the Registration Statement and
the policies and procedures as adopted by the Trustees of the
Trust. The Subadviser further represents and warrants to the
Adviser that it will manage each Portfolio in compliance with
Section 851(b)(2) and (3) of Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code") and Section
817(h) of Subchapter L of the Code based on information
provided by the custodian of the Portfolio(s). Furthermore, the
Adviser will work in conjunction with the Subadviser to
undertake any corrective action that may be required as advised
by a Portfolio's tax advisor in a timely manner following quarter
end in order to allow the Portfolio to resolve the issue within the
30-day cure period under the Code.
The Subadviser further represents and warrants
that to the extent that any statements or omissions made in any
Registration Statement for the shares of the Trust, or any
amendment or supplement thereto, are made in reliance upon and
in conformity with information furnished by the Subadviser in
writing 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
Securities and Exchange Commission ("SEC") 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.
The Subadviser agrees: (a) to maintain a level of
errors and omissions or professional liability insurance coverage
that, at all times during the course of this Subadvisory Agreement,
is appropriate given the nature of its business, and (b) from time
to time and upon reasonable request, to supply evidence of such
coverage to the Adviser.
The Subadviser accepts such employment 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 Subadvisory Agreement.
The Subadviser shall not be responsible for the other expenses of
a Portfolio, including, without limitation, fees of a Portfolio's
independent public accountants, transfer agent, custodian and
other service providers who are not employees of the Subadviser;
brokerage commissions and other transaction-related expenses;
tax-reporting; taxes levied against a Portfolio or any of its
property; and interest expenses of a Portfolio.
The Subadviser also represents and warrants that in
furnishing services hereunder, the Subadviser will not consult
with any other subadviser of the Portfolio(s) or other series of the
Trust, to the extent any other subadvisers are engaged by the
Adviser, or any other subadvisers to other investment companies
that are under common control with the Trust, concerning
transactions of the Portfolio(s) 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.
The Adviser acknowledges that the Subadviser and
its delegates do not hold client money and/or custody assets.
2. Portfolio Transactions. The Subadviser is
responsible for decisions, and is hereby authorized, to buy or sell
securities and other investments or instruments for each Portfolio,
broker-dealers, futures commission merchants' and other
counterparties 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 judgment, provide prompt and
reliable execution of the transactions at favorable 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 Subadvisory 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 they may
reasonably request. To the extent consistent with applicable law,
the Subadviser may aggregate purchase or sell orders for the
Portfolio(s) with contemporaneous purchase or sell orders of other
accounts for which the Subadviser or its affiliates exercises
investment discretion. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in the manner the
Subadviser determines to be fair and equitable and consistent with
its and its affiliates' fiduciary obligations to the Portfolio and to
such other clients. The Adviser and Portfolio agree and
acknowledge that certain limitations or restrictions the Adviser or
the Board of the Trust place on the Subadviser could potentially
prevent the Subadviser from aggregating trade orders and/or
achieving the best net price available for a particular transaction.
The Subadviser shall have the express authority to
negotiate, open, continue and terminate brokerage accounts and
other brokerage arrangements with respect to all Portfolio
transactions entered into by the Subadviser on behalf of the
Portfolio(s).
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 Subadvisory Agreement, the Adviser agrees to pay to
the Subadviser a fee at the annual rates set forth in Schedule A
hereto with respect to the assets managed by the Subadviser for
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 day's net assets in order to calculate the daily accrual). For
purposes of calculating the Subadviser's fee, the average daily net
asset value of a Portfolio shall mean the average daily net assets
over which the Subadviser exercises investment discretion, and
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 Subadvisory Agreement for less
than the whole of any month, the foregoing compensation shall be
prorated.
4. Reports. The Trust and the Adviser agree to
furnish to the Subadviser 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 the
Subadviser may reasonably request.
The Subadviser agrees to furnish to the Adviser
and/or the Chief Compliance Officer of the Trust and/or the
Adviser (the "CCO") with such information, certifications and
reports as such persons may reasonably deem appropriate or may
request from the Subadviser regarding the Subadviser's services
provided hereunder in compliance with applicable law, including:
(i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities
Laws, as defined in Rule 38a-1 under the Act; (iii) the
Commodity Exchange Act of 1936; and (iv) any and all other
laws, rules and regulations, whether foreign or domestic, in each
case, applicable at any time to the operations of the Subadviser
with respect to the provision of its services under this Agreement.
The Subadviser shall make its officers and employees (including
its CCO) who are responsible for the Portfolio available, upon
reasonable notice to the Subadviser, to the Adviser and/or the
CCO from time to time to examine and review the Subadviser's
compliance program and adherence thereto.
5. 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.
6. Proxy Voting. The Adviser will vote proxies
relating to the Portfolio's securities. The Adviser will vote all
such proxies in accordance with such proxy voting guidelines and
procedures adopted by the Board of Trustees. Subadviser is not
responsible for rendering advice with respect to proxy voting
except that the Adviser may, on certain non-routine matters,
consult with the Subadviser before voting proxies relating to the
Portfolio's securities. The Adviser will instruct the custodian and
other parties providing services to the Trust promptly to forward
to the proxy voting service copies of all proxies and shareholder
communications relating to securities held by each Portfolio
(other than materials relating to legal proceedings).
7. 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 the
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 will be provided promptly to
the Trust or the Adviser upon request.
The Subadviser agrees that all accounts, books and
other records maintained and preserved by it, and related to the
Portfolio(s), as required hereby shall be subject at reasonable
times and locations, and from time to time, to such reasonable
periodic, special and other examinations by the SEC, the Trust's
auditors, the Trust or any representative of the Trust, the Adviser,
or any governmental agency or other instrumentality having
regulatory authority over the Trust; provided however, that all
such examinations shall be subject to Subadvisor's reasonable
confidentiality and security policies and procedures.
8. Reference to the Subadviser. None of the Trust,
the Portfolio(s) or the Adviser or any affiliate or agent thereof
shall make reference to or use the name or logo of the Subadviser
or any of its affiliates in any advertising or promotional materials
without the prior written approval of the Subadviser, prior to first
use, which approval shall not be unreasonably withheld.
Additionally, if substantive changes are made to such materials
thereafter, the Portfolio(s) shall furnish to the Subadviser the
updated material for approval prior to first use, which approval
shall not be unreasonably withheld. Upon the termination of this
Subadvisory Agreement, none of the Trust, the Portfolio(s) or the
Adviser or any affiliate or agent thereof shall make reference to or
use the name or logo of the Subadviser or any of its affiliates in
any advertising or promotional materials. Notwithstanding the
above, for so long as the Subadviser serves as subadviser to the
Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use
the name or logo of the Subadviser or any of its affiliates in the
Registration Statement and any updates or supplements thereto,
shareholder reports, and other filings with the SEC, or after the
Subadviser ceases to serve as subadviser, if such usage is for the
purpose of meeting a disclosure obligation under laws, rules,
regulations, statutes and codes, whether state or federal, without
the Subadviser's prior written consent.
9. Limitation of 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/trustees, 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
Adviser (and its officers, directors/trustees, agents, employees,
controlling persons, shareholders and any other person or entity
affiliated with the Adviser) or to the Trust (and its officers,
directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with 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) from any and all
losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) arising from Subadviser's
rendering of services under this Agreement. Notwithstanding any
other provision of this Subadvisory Agreement, the Subadviser
shall bear no responsibility hereunder for actions taken or not
taken by the Subadviser in strict conformity with the specific
direction of the Adviser or to comply with the Registration
Statement or policies and procedures adopted by the Board.
(b) The Subadviser agrees to indemnify and
hold harmless the Adviser (and its officers, directors/trustees,
agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Adviser) and/or the Trust
(and its officers, directors/trustees, agents, employees, controlling
persons, shareholders and any other person or entity affiliated
with the Trust) against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other
expenses), to which the Adviser and/or the Trust and their
affiliates or such directors/trustees, officers or controlling person
may become subject under the Act, the 1933 Act, under other
statutes, common law or otherwise, which arise from the
Subadviser's disabling conduct, including but not limited to any
material failure by the Subadviser to comply with the provisions
and 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 obligations and
duties under this Agreement.
10. Term of the Agreement. This Agreement shall
continue in full force and effect with respect to each Portfolio
until two (2) 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.
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 thirty (30)
nor more than sixty (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 ninety (90) days' written notice to the Adviser and the
Trust. The termination of this Agreement with respect to a
Portfolio or the addition of a 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.
11. Severability. If any provision of this Subadvisory
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.
12. 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.
13. 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.
14. Legal Matters. The Subadviser will not, and shall
not be responsible for and has no duty to, take any action or
render advice involving legal action on behalf of the Trust with
respect to securities or other investments held in a Portfolio or the
issuers thereof, which become the subject of legal notices or
proceedings, including securities class actions and bankruptcies.
15. 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," as defined
in the Declaration, only shall be liable.
16. 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.
17. Confidentiality. Neither party will disclose, or use
any records or information obtained pursuant to this Agreement in
any manner whatsoever except as expressly authorized in this
Agreement or as reasonably required to execute transactions on
behalf of the Portfolio(s) or to advise on the Portfolio(s), and will
keep confidential any non-public information obtained directly as
a result of this service relationship. A receiving party shall
disclose such non-public information only if the other party has
authorized such disclosure by prior written consent, or if such
information is or hereafter otherwise is known by disclosing party
or has been disclosed, directly or indirectly, by the disclosing
party to others, becomes ascertainable from public or published
information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state regulatory
authorities, or to the extent such disclosure is reasonably required
by auditors or attorneys of the disclosing party in connection with
the performance of their professional services or as may otherwise
be contemplated by this Agreement. Notwithstanding the
foregoing, the Subadviser may disclose the total return earned by
the Portfolio(s) and may include such total return in the
calculation of composite performance information.
18. Representations. By execution of this Agreement,
Subadviser represents that it is duly registered as an investment
adviser with the SEC pursuant to the Advisers Act and that it has
electronically provided to the Adviser Part 2A of its registration
on Form ADV prior to signing this Agreement.
19. No Third-Party Beneficiaries. No shareholder or
any person other than the Adviser and Subadviser is a party to this
Agreement or shall be entitled to any right or benefit arising under
or in respect of this Agreement; there are no third-party
beneficiaries of this Agreement. Without limiting the generality
of the foregoing, nothing in this Agreement is intended to, or shall
be read to, (i) create in any shareholder or person other than the
Portfolio in question (including without limitation any
shareholder in any Portfolio) any direct, indirect, derivative or
other rights against the Adviser or Subadviser, or (ii) create or
give rise to any duty or obligation on the part of the Adviser or
Subadviser, (including without limitation any fiduciary duty) to
any shareholder or person other than the Portfolio, all of which
rights, benefits, duties and obligations are hereby expressly
excluded.
20. Bank Regulatory Requirements. Certain bank
regulatory requirements, applicable to Subadviser's parent
company, PNC Bank, National Association and certain of its
affiliates, may impact Subadviser's investment process and
parameters, potentially including restrictions on investment in
certain securities.
21. Xxxxxxx Rule Representations. Adviser
represents and warrants to the Subadviser that: (a) neither the
Trust nor the Portfolio are (i) commodity pools for which the
commodity pool operator has claimed an exemption from
registration under 17 CFR 4.7, or (ii) commodity pools operated
by a registered commodity pool operator whose participation units
are owned by qualified eligible persons and have not been offered
publicly to other persons; and (b) neither the Trust nor the
Portfolio are funds or other pooled vehicles not offered or sold in
the United States that is, or holds itself out as being, an entity or
arrangement that raises money from investors primarily for the
purpose of investing in or trading securities.
22. Notices. All notices shall be in writing and deemed
properly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:
Subadviser: PNC Capital Advisors, LLC
0000 Xxxx 0xx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxx
With copies to: Xxxxxxx XxXxxxxxx
0000 Xxxx 0xx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, XX 00000
PNC Legal Department,
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxx,
SeniorCounsel Investment
Advisers and Investment
Companies
Adviser: SunAmerica Asset Management,LLC
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000
Attention:Xxxxxxx X. Xxxxxxxx
Senior Vice President and General Counsel
(Signature Page Follows)
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: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President and ChiefExecutive Officer
PNC CAPITALADVISORS, LLC
By: /s/ Alistair Jessinian
Name: Alistair Jessinian
Title: Executive Director
SCHEDULE A
Portfolio(s) Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the Portfolio)
Small Cap Portfolio 0.65% on the first $50 million
0.60% on the next $50 million
0.55% thereafter
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