SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT ("Agreement")
is dated as of October _26_, 2015 by and between
SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware
limited liability company (the "Adviser"), and AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC., a
Delaware 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 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;
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. Pursuant to this 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
and other investments or instruments to be purchased or sold,
will provide the Adviser with records concerning its 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 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, 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 manage the Portfolio(s) at all times (a) in
compliance with all applicable federal and state laws, including
securities, commodities and banking laws, governing its
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
current prospectus and statement of additional information
(together, the "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 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, solely with
respect to the assets of the Portfolio(s) which are under its
management and 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 Subadviser 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 information 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 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 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 the
Portfolio(s), 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 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 clients of the Subadviser or its affiliated
persons. 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 equitable and consistent with its and its
affiliates' fiduciary obligations to the Portfolio and to such other
clients. The Adviser hereby acknowledges that such
aggregation of orders may not result in more favorable pricing
or lower brokerage commissions in all instances.
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 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 for which the Subadviser provides
advisory services, 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 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
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;
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. 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 any time,
and from time to time, to such reasonable periodic, special and
other examinations by the Securities and Exchange Commission
("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.
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 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, 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. 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.
(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 a 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 a 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 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 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 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. 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: American Century Investment
Management, Inc.
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: General Counsel
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
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 Chief Executive Officer
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
SCHEDULE A
Portfolio(s) Annual Fee
(as a percentage of the average
daily net assets the Subadviser
manages in the Portfolio)
Large Cap Value Portfolio 0.34% on the first $100 million
0.31% on the next $150 million
0.28% on the next $500 million
0.25% thereafter
- 12 -
