Operations of the Committee
| a) | The Committee shall meet at least twice annually, and may meet at such other time or times as the Committee or Board may determine appropriate or necessary, and is empowered to hold special meetings as circumstances require. |
| b) | The Committee shall ordinarily meet in person; however, members may attend telephonically or by video conference, and the Committee may act by written consent, to the extent permitted by law and the Trust’s bylaws. |
| c) | A majority of the members of the Committee shall constitute a quorum for the transaction of business during any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. |
| d) | The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members. Any decision of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next regularly scheduled meeting. |
| e) | The Committee shall invite Trustees who are not members of the Committee, Trust management, internal accounting staff and individuals with internal audit responsibilities, internal legal and compliance counsel, representatives of service providers and entities that provide significant accounting or administrative services to the Trust, and/or others whose views would be considered |
| 1 | In order to be considered “independent” for these purposes, any such expert must not only be independent for purposes of the 1940 Act but also must satisfy the additional requirement that he or she may not, other than in his or her capacity as a member of the Committee, the Board, or any other Board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from the Trust. |
| helpful, to attend meetings and provide information as the Committee, in its sole discretion, considers appropriate, including with respect to accounting and related financial matters. The Trust’s officers shall provide, or arrange to provide, such information, data and service as the Committee may request. |
| f) | The Committee shall cause minutes of its formal meetings to be prepared and maintained with the Trust’s records. |
Duties and Responsibilities
In accordance with its mission, the Committee shall, to the extent it deems appropriate, carry out the following functions:
Independent Auditor
| 1. | Approve prior to appointment the engagement of auditors to annually audit and provide their opinion on the Trust’s financial statements, to recommend to the independent directors the selection, retention or termination of the Trust’s Independent Auditor and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the Independent Auditor. |
| 2. | Approve prior to appointment the engagement of the Independent Auditor to provide other audit services to the Trust or to provide “permissible non-audit services”2 to the Trust.3 The Committee may delegate to one or more of its members (each, a “Delegate”) authority to pre-approve permissible non-audit services. Any pre-approval determination of a Delegate shall be presented to the full Committee at its next meeting; |
| 3. | Approve prior to appointment the engagement of the Independent Auditor to provide permissible non-audit services to the Trust’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser (each, a “control affiliate”) that provides ongoing services to the Trust, if the engagement relates directly to the operations and financial reporting of the Trust.4 The Committee may also, to the extent deemed appropriate, adopt policies and procedures for pre-approval of the engagement of the Trust’s Independent Auditor to provide any services described in paragraphs 2 and 3; |
| 2 | “Permissible non-audit services” include any professional services, including tax services, provided to the Trust by the Independent Auditor, other than those provided to the Trust in connection with an audit or a review of the financial statements of the Trust. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Trust; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services; (ix) expert services unrelated to the audit; and (x) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
| 3 | De Minimis Exceptions: Pre-approval by the Committee of any permissible non-audit services provided to the Trust is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Trust constitutes not more than 5% of the total amount of revenues paid to the Independent Auditor by the Trust during the fiscal year in which the permissible non-audit services are provided; (ii) such services were not recognized by the Trust at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee or its Delegate(s) prior to the completion of the audit for the year in which the services were rendered. |
| 4 | The De Minimis Exceptions set forth above in note 3 apply to pre-approvals under paragraph 3 as well, except that the “total amount of revenues” calculation for paragraph 3 services is based on the total amount of revenues paid to the Independent Auditor by the Trust, its investment adviser, and any control affiliate during the fiscal year in which the permissible non-audit services are provided. |
| 4. | Confirm with the Independent Auditor performing the audit that it is not performing contemporaneously (during the audit and professional engagement period) any impermissible non-audit services for the Trust, its investment adviser or any control affiliate. In making an assessment regarding the permissibility of any non-audit services provided to the Trust, the Committee will consider information from various available sources including the Independent Auditor, and will take into consideration the Independent Auditor’s perspective about whether a particular non-audit service is permissible or prohibited pursuant to applicable regulations and standards. The Committee will also consider whether any non-audit services which were not pre-approved by the Committee are compatible with maintaining the independence of the Independent Auditor; |
| 5. | Approve the fees proposed to be charged and review the fees actually charged by the Independent Auditor for audit and permissible non-audit services; |
| 6. | Select, recommend and engage a new Independent Auditor, should it prove necessary, subject to ratification by the Board and shareholder approval, if required; |
| 7. | Review and oversee, in advance and in consultation with the Independent Auditor, the senior level staffing of the audit of the Trust’s financial statements (such as concurring partner, tax partner, and manager) and discuss with the Independent Auditor its compliance with the audit partner rotation requirements applicable to the engagement with the Trust; |
Financial Reporting Processes
| 8. | Meet periodically with the Trust’s Independent Auditor and Trust management, including in separate executive sessions, as necessary (i) to review the arrangements for and scope of the annual audit and any special audits, (ii) to review and discuss the Trust’s annual audited financial statements, (iii) to discuss any matters of concern relating to the Trust’s financial statements, including any adjustments to such statements recommended by the Independent Auditor, or other results of said audit(s), and including matters required to be discussed by Statements on Auditing Standards (“SAS”) No. 114, and management’s response to such matters,4 as well as any other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards, including, but not limited to, the matters required to be discussed by other relevant SASs, Public Company Accounting Oversight Board auditing standards, and rules promulgated by the Securities and Exchange Commission (the “SEC”), (iv) to consider the Independent Auditor’s comments with respect to the Trust’s financial policies, procedures and internal accounting controls and management’s responses thereto, (v) to consider the adequacy and effectiveness of management’s risk assessment and risk management policies and procedures with respect to accounting and |
| 4 | SAS No.114 requires independent auditors to communicate certain matters related to the conduct of an audit to those who are charged with governance, which includes the audit committee. Among the matters to be communicated are: (1) appropriateness of accounting policies to the particular circumstances of the entity; (2) the effect of significant accounting policies in controversial or emerging areas, particularly when there is a lack of authoritative guidance or consensus; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; (4) material, corrected adjustments arising from the audit that were brought to the attention of management; (5) uncorrected misstatements and considering qualitative as well as quantitative considerations the effect that they may have on the opinion in the auditor’s report and possible implications in relation to future financial statements; and (6) disagreements with management over the application of accounting principles, the basis for management’s accounting estimates, and the disclosures in the financial statements. SAS No. 114 clarifies that the auditor must discuss certain information relating to its judgment about the quality, not just the acceptability, of the company’s accounting principles with the audit committee. |
| financial reporting matters; (vi) to review the form of opinion the Independent Auditor proposes to render to the Board and shareholders,5 and (vii) to review and assess the performance and continued independence of the Independent Auditor; |
| 9. | Consider the effect upon the Trust of any changes in accounting principles or practices proposed by management or the Independent Auditor; |
| 10. | Consider, in consultation with the Independent Auditor, (i) material questions of choice with respect to appropriate accounting principles and practices to be used in the preparation of the financial statements of the Trust and the effect upon the Trust of any proposed changes in accounting principles or practices, (ii) all critical accounting policies and practices to be used; (iii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management of the Trust, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Independent Auditor; (iv) reasons for major year-to-year variations in financial statements; (v) reports of any significant accounting accruals, reserves, estimates made by management, and provisions for contingent liabilities; and (vi) any other material written communications between the Independent Auditor and management, such as any management letter or schedule of unadjusted differences; |
| 11. | Review, in consultation with management of the Trust’s investment adviser, as well as the Trust’s principal executive officer, principal financial officer and Independent Auditor, the adequacy and effectiveness of the Trust’s system of internal control over financial reporting, including (i) any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein, any recommendations for the improvement of internal control over financial reporting procedures or particular areas where new or more detailed controls or procedures are desirable, and any corrective actions with regard to significant deficiencies or material weaknesses; (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting; and (iii) any other matters that may jeopardize the Trust’s ability to file its financial statements with the SEC or the certifying officers’ ability to certify the Trust’s Form N-CSR; |
| 12. | Review material issues relating to the Independent Auditor’s internal quality-control procedures, including any material issues raised by the most recent internal quality-control review, or peer review, of the Independent Auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Independent Auditor, and any steps taken to deal with any such issues; |
Ethical and Legal Compliance
| 13. | Consider reports from Trust legal counsel with respect to compliance with laws and regulations, significant litigation, and other matters that could have a significant impact on the Trust or its financial statements; |
| 14. | Establish rules and procedures necessary for the Committee to fulfill its responsibilities and conduct its business; |
| 15. | Investigate improprieties or suspected improprieties in Trust operations, as they are presented to the Committee or brought to the attention of the Committee; |
| 16. | Review the Trust’s tax compliance and status, including the status of the Trust’s position relative to tax audits and significant issues disputed by tax authorities; |
| 17. | Investigate matters brought to its attention within the scope of its duties; |
| 18. | Develop, establish and periodically review procedures for: (i) the receipt, retention and treatment of complaints received by the Trust from any source regarding accounting, internal accounting controls, or |
| 5 | The Committee is required to review the opinion of the Independent Auditor before it is rendered to the shareholders only if the Independent Auditor plans to issue other than an unqualified opinion. |
| auditing matters; and (ii) the confidential, anonymous submission by employees of the Trust or its service providers of concerns regarding questionable accounting or auditing matters related to the Trust; |
| 19. | Report its activities to the full Board on a regular basis and make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate. |
Other Powers and Responsibilities
| 1. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of compensation to the Independent Auditor, the authority to utilize Trust counsel and to retain and compensate experts, special counsel and other persons with specific competence as the Committee deems necessary or appropriate, and the authority to obtain specialized training for Committee members, at the expense of the Trust. |
| 2. | On an annual basis, the Committee shall conduct a self-evaluation to review fulfillment of its mission and responsibilities, and to consider any existing deficiencies or possible improvements in the Committee’s operations. |
| 3. | The Committee shall review this Charter periodically, at least annually, and recommend any changes to the full Board. |
Amended: December 3, 2020
APPENDIX A
AUDIT COMMITTEE MEMBERSHIP
Chair
Jane Jelenko
Members
Garrett F. Bouton
Tracey C. Doi
Gilbert T. Ray
Charles H. Self III
Bruce G. Willison
Amended: June 23, 2021
EXHIBIT C
SUNAMERICA SERIES TRUST
SEASONS SERIES TRUST
NOMINATION AND GOVERNANCE COMMITTEE
CHARTER
The primary duties and responsibilities of the Nomination and Governance Committees (each, a “Committee”) of the Boards of Trustees (each, a “Board”) of SunAmerica Series Trust and Seasons Series Trust (each, a “Trust”) are to:
make nominations for Trustees’ membership on the Board;
review, at least annually, the independence of the Independent Trustees (as defined in Article II below);
review periodically Board governance procedures and recommend any appropriate changes to the full Board;
review periodically the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds to those already on the Board;
evaluate, at least annually, the performance of the Board (and, in particular, of the Independent Trustees) as a whole, including a consideration of the effectiveness of the committee structure of the Board and the number of funds on whose boards each Trustee serves;
review, at least annually, the appropriateness of all committees and committee assignments;
undertake the search and selection of any independent legal counsel to the Independent Trustees;
review, at least annually, the independence of any legal counsel to the Independent Trustees;
review periodically Trustee compensation and recommend any appropriate changes to the full Board;
review and make recommendations with regard to the retirement policy or any other provisions relating to the tenure of the Independent Trustees;
make a determination, at least annually, whether or not to adopt or, amend as appropriate, policies and procedures regarding nominations of Trustees, including any procedures for nominations from shareholders; and
make a determination, at least annually, whether or not to adopt policies and procedures regarding communications from shareholders to the Trustees.
The Committee shall be composed entirely of members of the Board who are not considered “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). A
list of members of the Committee is attached hereto as Appendix A.
The Board will appoint the members of the Committee. The members of the Committee shall designate a Chair by majority vote of the full Committee membership.
The Committee shall meet in person or telephonically at least once annually and is empowered to hold special meetings as circumstances require. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person, by telephone, or by other electronic communication method so long as all persons participating in the meeting can hear each other at the same time.
The Committee shall report its activities to the Board and make such recommendations as the Committee may deem necessary or appropriate. The Committee shall cause minutes of each meeting of the Committee to be prepared, which minutes shall be approved by the Committee or the Board at a future meeting. The Committee may ask legal counsel, representatives of the Trust’s manager or investment adviser, or others to attend Committee meetings and provide pertinent information as necessary.
| IV. | RESPONSIBILITIES AND DUTIES |
To fulfill its responsibilities and duties, the Committee shall:
Board Nomination Functions
| • | | Evaluate candidates’ qualifications as Independent Trustees for Board membership and their independence from the Trust’s manager or investment adviser, any subadvisers, and other principal service providers. Persons selected must be independent in terms of both the letter and the spirit of the 1940 Act. The Committee shall also consider the effect of any relationship beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships with managers, investment advisers, subadvisers or service providers. The Committee’s policy regarding its procedures for considering candidates for the Board (the “Candidate Procedures”) is attached hereto as Appendix B. |
Evaluate any candidates’ qualifications for any Trustees that would be considered affiliated Trustees.
Submit final candidate recommendations to the full Board for approval. The Committee may consider candidates suggested by the Trust’s manager or investment adviser, and may involve representatives of the Trust’s manager or investment adviser in screening candidates. However, the decision to approve candidates for submission to the Board shall be made exclusively by the Committee.
If required by law to do so, review shareholder recommendations for nominations to fill vacancies on the Board. Any such recommendations must be submitted in writing and addressed to the Committee at the Trusts’ offices, and will be evaluated in accordance with the Candidate Procedures.
Conduct or oversee, at least annually, an evaluation of the performance of the Board as a whole and of the Independent Trustees, including a consideration of the effectiveness of the committee structure of the Board and the number of funds on whose boards each Trustee serves.
Ongoing Trustee Independence
Review, no less frequently than annually, a questionnaire prepared by each Independent Trustee that solicits information on business, financial and family relationships with the Trust’s manager or investment adviser, subadviser, other service providers and their affiliates, as well as other relationships that could affect his or her status as an Independent Trustee. The Committee shall review these questionnaires and any other information brought to its attention for changes in the affiliations of the Independent Trustees to ensure that a Trustee does not assume or has not assumed relationships that might impair his or her independence.
Independent Legal Counsel
In the event a new independent counsel to the Independent Trustees is to be retained, evaluate and select such counsel.
Review, no less frequently than annually, the independence of legal counsel to ensure that: (i) any representation of the Trust’s manager or investment adviser, subadvisers, principal underwriter, administrator, (each, a “Management Organization”) or their control persons during the past two fiscal years is or was sufficiently limited that it is unlikely to adversely affect the professional judgment of the person in providing legal representation; and (ii) the Committee has obtained an undertaking from counsel to provide it the information necessary for its determination, and to update promptly that information if the counsel begins, or materially increases, the representation of a Management Organization or control person.
Committee Nomination Functions
Make nominations for membership on all committees of the Board and review committee assignments at least annually.
Review, as necessary, the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board and whether committees should be continued or reorganized. The Committee shall make recommendations for any such action to the full Board.
Compensation Functions
Review, at least annually, the compensation of the Independent Trustees and committee members including any expense reimbursement policies, as appropriate. Trustee compensation recommendations may take into account the asset levels of the Trusts, the degree of complexity of overseeing the Trusts, the demands placed on the Independent Trustees, the practices of other mutual fund groups, the need to attract and retain qualified Independent Trustees, any relevant regulatory or judicial developments, and any other considerations deemed appropriate by the Committee.
Documents/Reports
Review and update this Charter periodically, but at least annually, as conditions dictate.
Prepare or direct that a record be prepared of: (i) the initial determination that a Trustee qualifies as an Independent Trustee; (ii) each subsequent determination, which is to be made at least annually, of whether the Trustee continues to qualify as an Independent Trustee; (iii) the determination that any person who is acting as legal counsel to the Independent Trustees is an independent legal counsel; and (iv) the Committee’s evaluation of the performance of the Board and the Independent Trustees.
Other Powers and Responsibilities
Monitor the performance of legal counsel employed by the Trusts and the Independent Trustees and be responsible for the supervision of counsel for the Independent Trustees.
Make a determination, at least annually, whether or not to adopt policies and procedures regarding communications from shareholders to the Trustees. If the Committee determines that it is in the best interest of the Trust to have such policies and procedures, it shall recommend such policies and procedures to the full Board that it believes are appropriate.
| V. | AUTHORITY AND RESOURCES |
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Trust counsel and to retain special counsel, experts or other persons with specific competence at the expense of the Trust, as it deems necessary and proper.
Approved March 23, 2017
Amended March 27, 2018
Amended March 27, 2019
APPENDIX A
NOMINATION AND GOVERNANCE COMMITTEE MEMBERSHIP
Chair
Gilbert T. Ray
Members
Garrett F. Bouton
Tracey C. Doi
Jane Jelenko
Charles H. Self III
Bruce G. Willison
Amended: March 17, 2021
APPENDIX B
NOMINATION AND GOVERNANCE COMMITTEE
POLICY REGARDING SELECTION OF TRUSTEE NOMINEES
When a vacancy on the Board exists or is anticipated, or when the Nomination and Governance Committee (the “Committee”) deems it desirable to select a new or additional trustee, the Committee will consider any candidate for trustee recommended by a current shareholder if the Committee is required by law to do so. Any such recommendation must contain sufficient background information concerning the candidate to enable the Committee to make a proper judgment as to the candidate’s qualifications. However, the Committee will not be required to solicit recommendations from a Trust’s shareholders.
The Committee has not established specific, minimum qualifications that must be met by an individual for the Committee to recommend that individual for nomination as a trustee. In seeking candidates to consider for nomination to fill a vacancy on the Board, or when the Committee deems it desirable to select a new or additional trustee, the Committee expects to seek referrals from avariety of sources, including current Trustees, management of the Trusts and counsel to the Trusts and/or the Independent Trustees. The Committee may also engage a search firm to identify or evaluate or assist in identifying or evaluating candidates.
In evaluating candidates for a position on the Board, the Committee considers a variety of factors, including, as appropriate:
| (i) | the candidate’s knowledge in matters relating to the mutual fund industry; |
| (ii) | any experience possessed by the candidate as a director or senior officer of public companies; |
| (iii) | the candidate’s educational background; |
| (iv) | the candidate’s reputation for high ethical standards and personal and professional integrity; |
| (v) | any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; |
| (vi) | the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; |
| (vii) | the candidate’s ability to qualify as an independent trustee for purposes of the 1940 Act, the candidate’s independence from Trust service providers and the existence of any other relationships that might give rise to conflict of interest or the appearance of a conflict of interest; |
| (viii) | the candidate’s age relative to any Trust age limitation on nominations; and |
| (ix) | such other factors as the Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other transitions (e.g., whether or not a candidate is an “audit committee financial expert” under the federal securities laws). |
Overall, the Committee will seek to identify the most qualified candidates, and in doing so may consider the above factors, or such others factors as it may identify from time to time, as it deems appropriate in its sole discretion. For example, the Board, in its sole discretion, may consider how the candidate would complement the existing diversity of the Board, and would contribute to the Board as a whole, both in terms of viewpoint, professional experience, education, skills and other individual qualities and attributes, as well as in terms of race, gender, national origin, culture and geography. Prior to making a final recommendation to the Board, the Committee may conduct personal interviews with the candidates it concludes are the most qualified. Any candidates recommended by shareholders will be evaluated in the same manner.
EXHIBIT D
FORMS OF PROPOSED AGREEMENTS
The forms of Proposed Agreements discussed in this Proxy Statement for each of Seasons Series Trust and SunAmerica Series Trust appear below.
FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
SEASONS SERIES TRUST
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of [●], between SEASONS SERIES TRUST, a Massachusetts business trust (the “Trust”) and SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
In consideration of the mutual agreements herein made, the parties hereto agree as follows:
1.
The Trust’s Portfolios. The Trust is authorized to issue shares in separate series, with each series representing interests in a separate portfolio of securities and other assets, and currently offers shares of the series set forth in Schedule A attached hereto (the “Portfolios”). It is recognized that additional Portfolios may be added and certain current Portfolios may be deleted in the future.
2.
Duties of the Adviser. The Adviser shall manage the affairs of the Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser’s management shall be subject to the control of the Trustees of the Trust (the “Trustees”) and in accordance with the objectives, policies and restrictions for each such Portfolio set forth in the Trust’s Registration Statement and its current Prospectus and Statement of Additional Information, as amended from time to time, the requirements of the Investment Company Act of 1940, as amended (the “Act”) and other applicable law, as well as to the factors affecting the Trust’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust’s custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any, and (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolio’s assets to be managed by each subadviser, and (d) shall recommend changes of or the addition of subadvisers when appropriate. The Trust acknowledges that the Adviser also acts as the manager of other investment companies.
The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees as required by the Act. The Adviser may,
as it deems necessary or appropriate from time to time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any such new subadvisory arrangement or amendment to an existing arrangement be approved by the Trustees in the manner required by either the Act or order of the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is solely responsible for payment of any fees or other charges to a subadviser arising from such delegation and the Trust shall have no liability therefor.
3.
Expenses. The Adviser shall pay all of its expenses arising from the performance of its obligations under this Agreement and shall pay any salaries, fees and expenses of the Trustees and any officers of the Trust who are employees of the Adviser. The Adviser shall not be required to pay any other expenses of the Trust, including, but not limited to, direct charges relating to the purchase and sale of portfolio securities, interest charges, fees and expenses of independent attorneys and auditors, taxes and governmental fees, cost of stock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering and qualifying shares for sale, expenses of printing and distributing reports, notices and proxy materials to shareholders, expenses of data processing and related services, shareholder recordkeeping and shareholder account service, expenses of printing and filing reports and other documents filed with governmental agencies, expenses of printing and distributing prospectuses, expenses of annual and special shareholders’ meetings, fees and disbursements of transfer agents and custodians, expenses of disbursing dividends and distributions, fees and expenses of Trustees who are not employees of the Adviser or its affiliates, membership dues in the Investment Company Institute, insurance premiums and extraordinary expenses such as litigation expenses.
4.
Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser a fee at the annual rates set forth in Schedule A hereto for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month.
For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined.
(b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.
5.
Purchase and Sale of Securities. The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust’s Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time.
Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.
6.
Term of Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date approved by the Trustees of the Trust in respect of such Portfolio, and from year to year thereafter so long as such continuance is approved at least annually (i) by the Trustees by vote cast in person at a meeting called for the purpose of voting on such renewal, or by the vote of a majority of the outstanding voting securities (as defined by the Act) of such Portfolio with respect to which renewal is to be effected, and (ii) by a majority of the non-interested Trustees by vote cast in person at a meeting called for the purpose of voting on such renewal. Any approval of this Agreement or the renewal thereof with respect to a Portfolio by the vote of a majority of the outstanding voting securities of that Portfolio, or by the Trustees of the Trust which shall include a majority of the non-interested Trustees, shall be effective to continue this Agreement with respect to that Portfolio notwithstanding (a) that this Agreement or the renewal thereof has not been so approved as to any other Portfolio, or (b) that this Agreement or the renewal thereof has not been so approved by the vote of a majority of the outstanding voting securities of the Trust as a whole.
7.
Termination. This Agreement may be terminated at any time as to a Portfolio, without payment of any penalty, by the Trustees or by the vote of a majority of the outstanding voting securities (as defined in the Act) of such Portfolio on sixty (60) days’ written notice to the Adviser. Similarly, the Adviser may terminate this Agreement without penalty on like notice to the Trust provided, however, that this Agreement may not be terminated by the Adviser unless another investment advisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. This Agreement shall automatically terminate in the event of its assignment (as defined in the Act).
8.
Reports. The Adviser shall report to the Trustees, or to any committee or officers of the Trust acting pursuant to the authority of the Trustees, at such times and in such detail as shall be reasonable and as the Board may deem appropriate in order to enable the Trust to determine that the investment policies of each Portfolio are being observed and implemented and that the obligations of the Adviser under this Agreement are being fulfilled. Any investment program undertaken by the Adviser pursuant to this Agreement and any other activities undertaken by the Adviser on behalf of the Trust shall at all times be subject to any directives of the Trustees or any duly constituted committee or officer of the Trust acting pursuant to the authority of the Trustees.
9.
Records. The Trust is responsible for maintaining and preserving for such period or periods as the Securities and Exchange Commission may prescribe by rules and regulations, such accounts, books and other documents as to constitute the records forming the basis for all reports, including financial statements required to be filed pursuant to the Act and for the Trust’s auditor’s certification relating thereto. The Adviser hereby undertakes and agrees to maintain in the form and for the periods required by Rule 31a-2 under the Act, all records relating to the Portfolio’s investments that are required to be maintained pursuant to the requirements of Rule 31a-1 of the Act.
The Adviser and the Trust agree that all accounts, books and other records maintained and preserved by each 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, the Trust’s auditors, the Trust or any representative of the Trust, or any governmental agency or other instrumentality having regulatory authority over the Trust. It is expressly understood and agreed that the books and records maintained by the Adviser on behalf of each Portfolio shall, at all times, remain the property of the Trust.
10.
Liability of Adviser. 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 Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser), the Adviser shall not be subject to liability to the Trust or to any other person 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 or liability under Section 36(b) of the Act, the Trust shall indemnify the Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) from any liability arising from the Adviser’s conduct under this Agreement.
Indemnification to the Adviser or any of its personnel or affiliates shall be made when (A) a final decision on the merits rendered, by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct or, (B) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Trust as defined in Section 2(a)(19) of the Act nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion. The Trust may, by vote of a majority of the disinterested, non-party Trustees, advance attorneys’ fees or other expenses incurred by officers, Trustees, investment advisers, subadvisers or principal underwriters, in defending a proceeding upon the undertaking by or on behalf of the person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject to at least one of the following: (i) the person to be indemnified shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested, non-party Trustees, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification.
11.
Governing Law. This Agreement shall be construed in accordance with the laws of New York and the applicable provisions of the Act. To the extent the applicable laws of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.
12.
Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service:
If to the Trust:
Seasons Series Trust
21650 Oxnard Street, 10th Floor
Woodland Hills, CA 91367
Attention: President
Email address: SaamcoLegal@aig.com
If to the Adviser
SunAmerica Asset Management, LLC
Harborside 5
185 Hudson Street, Suite 3300
Jersey City, NJ 07311
Attention: General Counsel
Email address: SaamcoLegal@aig.com
13.
Miscellaneous. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon either of the parties, to do anything in violation of any applicable laws or regulations.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
The Declaration of Trust establishing the Trust, a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name of the Trust refers to the Trustees collectively as Trustees, not as individuals or personally; and that 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 the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust or any Portfolio; but that the Trust Estate shall be liable. Notice is hereby given that nothing contained herein shall be construed to be binding upon any of the Trustees, officers, or shareholders of the Trust individually.
[Signature page follows]
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
| | |
| SEASONS SERIES TRUST |
| |
By: | | |
| | Name: |
| | Title: |
|
| SUNAMERICA ASSET MANAGEMENT, LLC |
| |
By: | | |
| | Name: |
| | Title: |
SEASONS SERIES TRUST
SCHEDULE A
to Investment Advisory and Management Agreement
(Effective [ ])
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio) |
SA Allocation Balanced Portfolio | | .10% |
| |
SA Allocation Growth Portfolio | | .10% |
| |
SA Allocation Moderate Growth Portfolio | | .10% |
| |
SA Allocation Moderate Portfolio | | .10% |
| |
SA American Century Inflation Protection Portfolio | | .60% - first $500 million |
| | .55% - over $500 million |
| |
SA Columbia Focused Value Portfolio | | 1.00% - first $250 million |
| | .95% - next $250 million |
| | .90% - over $500 million |
| |
SA Multi-Managed Diversified Fixed Income Portfolio | | .70% - first $200 million |
| | .65% - next $200 million |
| | .60% - over $400 million |
| |
SA Multi-Managed Growth Portfolio | | .89% - first $250 million |
| | .84% - next $250 million |
| | .79% - over $500 million |
| |
SA Multi-Managed Income Portfolio | | .77% - first $250 million |
| | .72% - next $250 million |
| | .67% - over $500 million |
| |
SA Multi-Managed Income/Equity Portfolio | | .81% - first $250 million |
| | .76% - next $250 million |
| | .71% - over $500 million |
| |
SA Multi-Managed International Equity Portfolio | | .95% - first $250 million |
| | .90% - next $250 million |
| | .85% - over $500 million |
| |
SA Multi-Managed Large Cap Growth Portfolio | | .80% - first $250 million |
| | .75% - next $250 million |
| | .70% - over $500 million |
| |
SA Multi-Managed Large Cap Value Portfolio | | .80% - first $250 million |
| | .75% - next $250 million |
| | .70% - over $500 million |
| |
SA Multi-Managed Mid Cap Growth Portfolio | | .85% - first $250 million |
| | .80% - next $250 million |
| | .75% - over $500 million |
| |
SA Multi-Managed Mid Cap Value Portfolio | | .85% - first $250 million |
| | .80% - next $250 million |
| | .75% - over $500 million |
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio) |
SA Multi-Managed Moderate Growth Portfolio | | .85% - first $250 million |
| | .80% - next $250 million |
| | .75% - over $500 million |
| |
SA Multi-Managed Small Cap Portfolio | | .85% - first $250 million |
| | .80% - next $250 million |
| | .75% - over $500 million |
| |
SA Putnam Asset Allocation Diversified Growth Portfolio | | .85% - first $250 million |
| | .80% - next $250 million |
| | .75% - over $500 million |
| |
SA T. Rowe Price Growth Stock Portfolio | | .85% - first $250 million |
| | .80% - next $250 million |
| | .75% - over $500 million |
FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
SUNAMERICA SERIES TRUST
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of [●], between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”) and SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
In consideration of the mutual agreements herein made, the parties hereto agree as follows:
1.
The Trust’s Portfolios. The Trust is authorized to issue shares in separate series, with each series representing interests in a separate portfolio of securities and other assets, and currently offers shares of the series set forth in Schedule A attached hereto (the “Portfolios”). It is recognized that additional Portfolios may be added and certain current Portfolios may be deleted in the future.
2.
Duties of the Adviser. The Adviser shall manage the affairs of the Trust as set forth herein, either by taking such actions itself or by delegating its duties to a subadviser pursuant to a written subadvisory agreement. Such duties shall include, but not limited to, continuously providing the Trust with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by each Portfolio of the Trust and making purchases and sales of securities on behalf of each Portfolio. The Adviser’s management shall be subject to the control of the Trustees of the Trust (the “Trustees”) and in accordance with the objectives, policies and restrictions for each such Portfolio set forth in the Trust’s Registration Statement and its current Prospectus and Statement of Additional Information, as amended from time to time, the requirements of the Investment Company Act of 1940, as amended (the “Act”) and other applicable law, as well as to the factors affecting the Trust’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations thereunder and the status of variable contracts under the diversification requirements set forth in Section 817(h) of the Code and the regulations thereunder. In performing such duties, the Adviser shall (i) provide such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trust or any of its Portfolios) and such executive and other personnel as shall be necessary for the operations of each Portfolio, (ii) be responsible for the financial and accounting records required to be maintained by each Portfolio (including those maintained by the Trust’s custodian), (iii) oversee the performance of services provided to each Portfolio by others, including the custodian, transfer agent, shareholder servicing agent and subadviser, if any, and (iv) together with the assistance of affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the subadviser(s) which the Adviser believes is/are best suited to invest the assets of each Portfolio, (b) monitor and evaluate the investment performance of each subadviser employed by the Trust, (c) allocate the portion of each Portfolio’s assets to be managed by each subadviser, and (d) shall recommend changes of or the addition of subadvisers when appropriate. The Trust acknowledges that the Adviser also acts as the manager of other investment companies.
The Adviser may delegate certain of its duties under this Agreement with respect to a Portfolio to a subadviser pursuant to a written agreement, subject to the approval of the Trustees as required by the Act. The Adviser may, as it deems necessary or appropriate from time to time, (i) terminate a subadvisory arrangement with respect to a Portfolio, or a component of the assets thereof, and engage a new subadviser for such Portfolio, or component thereof, or (ii) amend the agreement between itself and a subadviser, without obtaining shareholder approval in either case; provided, however, that any such new subadvisory arrangement or amendment to an existing arrangement be approved by the Trustees in the manner required by either the Act or order of the Securities and Exchange Commission exempting the Adviser and the Trust from the provisions of Section 15(a) of the Act relating to the engagement of subadvisers for the Portfolios. The Adviser is solely responsible for payment of any fees or other charges to a subadviser arising from such delegation and the Trust shall have no liability therefor.
3.
Expenses. The Adviser shall pay all of its expenses arising from the performance of its obligations under this Agreement and shall pay any salaries, fees and expenses of the Trustees and any officers of the Trust who are employees of the Adviser. The Adviser shall not be required to pay any other expenses of the Trust, including, but not limited to, direct charges relating to the purchase and sale of portfolio securities, interest charges, fees and expenses of independent attorneys and auditors, taxes and governmental fees, cost of stock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering and qualifying shares for sale, expenses of printing and distributing reports, notices and proxy materials to shareholders, expenses of data processing and related services, shareholder recordkeeping and shareholder account service, expenses of printing and filing reports and other documents filed with governmental agencies, expenses of printing and distributing prospectuses, expenses of annual and special shareholders’ meetings, fees and disbursements of transfer agents and custodians, expenses of disbursing dividends and distributions, fees and expenses of Trustees who are not employees of the Adviser or its affiliates, membership dues in the Investment Company Institute, insurance premiums and extraordinary expenses such as litigation expenses.
4.
Compensation. (a) As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, the Trust will pay to the Adviser a fee at the annual rates set forth in Schedule A hereto for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month.
For the purpose of accruing compensation, the net assets of the Portfolio shall be that determined in the manner and on the dates set forth in the current prospectus of the Trust and, on days on which the net assets are not so determined, the net asset computation to be used shall be as determined on the next day on which the net assets shall have been determined.
(b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month.
5.
Purchase and Sale of Securities. The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust’s Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time.
Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.
6.
Term of Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date approved by the Trustees of the Trust in respect of such Portfolio, and from year to year thereafter so long as such continuance is approved at least annually (i) by the Trustees by vote cast in person at a meeting called for the purpose of voting on such renewal, or by the vote of a majority of the outstanding voting securities (as defined by the Act) of such Portfolio with respect to which renewal is to be effected, and (ii) by a majority of the non-interested Trustees by vote cast in person at a meeting called for the purpose of voting on
such renewal. Any approval of this Agreement or the renewal thereof with respect to a Portfolio by the vote of a majority of the outstanding voting securities of that Portfolio, or by the Trustees of the Trust which shall include a majority of the non-interested Trustees, shall be effective to continue this Agreement with respect to that Portfolio notwithstanding (a) that this Agreement or the renewal thereof has not been so approved as to any other Portfolio, or (b) that this Agreement or the renewal thereof has not been so approved by the vote of a majority of the outstanding voting securities of the Trust as a whole.
7.
Termination. This Agreement may be terminated at any time as to a Portfolio, without payment of any penalty, by the Trustees or by the vote of a majority of the outstanding voting securities (as defined in the Act) of such Portfolio on sixty (60) days’ written notice to the Adviser. Similarly, the Adviser may terminate this Agreement without penalty on like notice to the Trust provided, however, that this Agreement may not be terminated by the Adviser unless another investment advisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. This Agreement shall automatically terminate in the event of its assignment (as defined in the Act).
8.
Reports. The Adviser shall report to the Trustees, or to any committee or officers of the Trust acting pursuant to the authority of the Trustees, at such times and in such detail as shall be reasonable and as the Board may deem appropriate in order to enable the Trust to determine that the investment policies of each Portfolio are being observed and implemented and that the obligations of the Adviser under this Agreement are being fulfilled. Any investment program undertaken by the Adviser pursuant to this Agreement and any other activities undertaken by the Adviser on behalf of the Trust shall at all times be subject to any directives of the Trustees or any duly constituted committee or officer of the Trust acting pursuant to the authority of the Trustees.
9.
Records. The Trust is responsible for maintaining and preserving for such period or periods as the Securities and Exchange Commission may prescribe by rules and regulations, such accounts, books and other documents as to constitute the records forming the basis for all reports, including financial statements required to be filed pursuant to the Act and for the Trust’s auditor’s certification relating thereto. The Adviser hereby undertakes and agrees to maintain in the form and for the periods required by Rule 31a-2 under the Act, all records relating to the Portfolio’s investments that are required to be maintained pursuant to the requirements of Rule 31a-1 of the Act.
The Adviser and the Trust agree that all accounts, books and other records maintained and preserved by each 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, the Trust’s auditors, the Trust or any representative of the Trust, or any governmental agency or other instrumentality having regulatory authority over the Trust. It is expressly understood and agreed that the books and records maintained by the Adviser on behalf of each Portfolio shall, at all times, remain the property of the Trust.
10.
Liability of Adviser. 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 Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser), the Adviser shall not be subject to liability to the Trust or to any other person 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 or liability under Section 36(b) of the Act, the Trust shall indemnify the Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) from any liability arising from the Adviser’s conduct under this Agreement.
Indemnification to the Adviser or any of its personnel or affiliates shall be made when (A) a final decision on the merits rendered, by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct or, (B) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of Trustees who are neither “interested persons” of the Trust as defined in Section 2(a)(19) of the Act nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) an independent legal counsel in a written opinion. The Trust may, by vote of a majority of the disinterested, non-party Trustees, advance attorneys’ fees or other expenses incurred by officers, Trustees, investment advisers, subadvisers or principal underwriters, in defending a proceeding upon the undertaking by or on behalf of the person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject to at least one of the following: (i) the person to be indemnified shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested, non-party Trustees, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification.
11.
Governing Law. This Agreement shall be construed in accordance with the laws of New York and the applicable provisions of the Act. To the extent the applicable laws of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.
12.
Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service:
If to the Trust:
SunAmerica Series Trust
21650 Oxnard Street, 10th Floor
Woodland Hills, CA 91367
Attention: President
Email address: SaamcoLegal@aig.com
If to the Adviser
SunAmerica Asset Management, LLC
Harborside 5
185 Hudson Street, Suite 3300
Jersey City, NJ 07311
Attention: General Counsel
Email address: SaamcoLegal@aig.com
13.
Miscellaneous. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon either of the parties, to do anything in violation of any applicable laws or regulations.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
The Declaration of Trust establishing the Trust, a copy of which is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name of the Trust refers to the Trustees collectively as Trustees, not as individuals or personally; and that 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 the satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust or any Portfolio; but that the Trust Estate shall be liable. Notice is hereby given that nothing contained herein shall be construed to be binding upon any of the Trustees, officers, or shareholders of the Trust individually.
[Signature page follows]
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
| | |
SUNAMERICA SERIES TRUST |
| |
By: | | |
| | Name: |
| | Title: |
|
SUNAMERICA ASSET MANAGEMENT, LLC |
| |
By: | | |
| | Name: |
| | Title: |
SUNAMERICA SERIES TRUST
SCHEDULE A
to Investment Advisory and Management Agreement
(Effective [●])
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio |
SA AB Growth Portfolio | | .70% on first $50 million .65% on next $100 million .60% over $150 million |
| |
SA AB Small & Mid Cap Value Portfolio | | .95% on first $250 million .90% over $250 million |
| |
SA American Funds Asset Allocation Portfolio | | .85% |
| |
SA American Funds Global Growth Portfolio | | .95% |
| |
SA American Funds Growth Portfolio | | .85% |
| |
SA American Funds Growth-Income Portfolio | | .85% |
| |
SA American Funds VCP Managed Allocation Portfolio | | .95% |
| |
SA BlackRock VCP Global Multi Asset Portfolio | | .86% on first $500 million .84% on next $2.5 billion .79% over $3 billion |
| |
SA BlackRock Multi-Factor 70/30 Portfolio | | .65% on first $250 million .60% over $250 million |
| |
SA DFA Ultra Short Bond Portfolio | | .475% on first $100 million .450% on next $400 million .425% on next $500 million .400% over $1 billion |
| |
SA Emerging Market Equity Index Portfolio | | .45% on first $2 billion .40% thereafter |
| |
SA Federated Hermes Corporate Bond Portfolio | | .70% on first $50 million .60% on next $100 million .55% on next $100 million .50% over $250 million |
| |
SA Fidelity Institutional AM® International Growth Portfolio | | .78% on first $100 million .76% on next $100 million .75% over $200 million |
| |
SA Fidelity Institutional AM® Real Estate Portfolio | | .80% on first $100 million .75% on next $400 million .70% over $500 million |
| |
SA Fixed Income Index Portfolio | | .30% on first $2 billion .25% thereafter |
| |
SA Fixed Income Intermediate Index Portfolio | | .30% on first $2 billion .25% thereafter |
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio |
SA Franklin BW U.S. Large Cap Value Portfolio | | .80% on first $100 million .75% on next $400 million .70% over $500 million |
| |
SA Franklin Small Company Value Portfolio | | 1.00% on first $200 million .92% on next $300 million .90% over $500 million |
| |
SA Franklin Systematic U.S. Large Cap Core Portfolio | | .50% on first $100 million .48% on next $150 million .46% on next $250 million .44% on next $250 million .43% over $750 million |
| |
SA Franklin Systematic U.S. Large Cap Value Portfolio | | .60% |
| |
SA Franklin Tactical Opportunities Portfolio | | .700% on first $500 million .675% on next $500 million .650% on next $1 billion .625% over $2 billion |
| |
SA Global Index Allocation 60/40 Portfolio | | .10% |
| |
SA Global Index Allocation 75/25 Portfolio | | .10% |
| |
SA Global Index Allocation 90/10 Portfolio | | .10% |
| |
SA Goldman Sachs Global Bond Portfolio | | .75% on first $50 million .65% on next $100 million .60% on next $100 million .55% over $250 million |
| |
SA Goldman Sachs Multi-Asset Insights Portfolio | | .700% on first $500 million .675% on next $500 million .665% thereafter |
| |
SA Index Allocation 60/40 Portfolio | | .10% |
| |
SA Index Allocation 80/20 Portfolio | | .10% |
| |
SA Index Allocation 90/10 Portfolio | | .10% |
| |
SA International Index Portfolio | | .40% on first $2 billion .35% thereafter |
| |
SA Invesco Growth Opportunities Portfolio | | .75% on first $250 million .70% on next $250 million .65% over $500 million |
| |
SA Invesco Main Street Large Cap Portfolio | | .80% on first $50 million .75% on next $200 million .70% over $250 million |
| |
SA Janus Focused Growth Portfolio | | .85% |
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio |
SA JPMorgan Diversified Balanced Portfolio | | .70% on first $50 million .65% on next $100 million .60% on next $150 million .55% on next $200 million .50% over $500 million |
| |
SA JPMorgan Emerging Markets Portfolio | | 1.15% on first $100 million 1.10% on next $100 million 1.05% over $200 million |
| |
SA JPMorgan Equity-Income Portfolio | | .70% on first $50 million .65% on next $100 million .60% on next $150 million .55% on next $200 million .50% over $500 million |
| |
SA JPMorgan Global Equities Portfolio | | .90% on first $50 million .80% on next $100 million .70% on next $150 million .65% over $300 million |
| |
SA JPMorgan MFS Core Bond Portfolio | | .60% |
| |
SA JPMorgan Mid-Cap Growth Portfolio | | .80% on first $100 million .75% over $100 million |
| |
SA Large Cap Growth Index Portfolio | | .30% on first $2 billion .25% thereafter |
| |
SA Large Cap Index Portfolio | | .40% on first $2 billion .32% on next $1 billion .28% thereafter |
| |
SA Large Cap Value Index Portfolio | | .30% on first $2 billion .25% thereafter |
| |
SA MFS Blue Chip Growth Portfolio | | .70% on first $250 million .65% on next $250 million .60% over $500 million |
| |
SA MFS Massachusetts Investors Trust Portfolio | | .70% on first $600 million .65% on next $900 million .60% over $1.5 billion |
| |
SA MFS Total Return Portfolio | | .700% on first $50 million .650% on next $450 million .625% for next $250 million .595% for next $250 million .575% over $1 billion |
| |
SA Mid Cap Index Portfolio | | .30% on first $2 billion .25% thereafter |
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio |
SA Morgan Stanley International Equities Portfolio | | .85% on first $250 million .80% on next $250 million .75% over $500 million |
| |
SA PIMCO RAE International Value Portfolio | | 1.025% on first $50 million .865% on next $150 million .775% on next $300 million .750% over $500 million |
| |
SA PIMCO VCP Tactical Balanced Portfolio | | .86% on first $750 million .85% on next $750 million .82% over $1.5 billion |
| |
SA PineBridge High-Yield Bond Portfolio | | .70% on first $50 million .65% on next $100 million .60% on next $100 million .55% over $250 million |
| |
SA Putnam International Growth and Income Portfolio | | 1.00% on first $150 million .90% on next $150 million .80% over $300 million |
| |
SA Schroders VCP Global Allocation Portfolio | | .850% on first $250 million .830% on next $250 million .790% on next $1 billion .770% over $1.5 billion |
| |
SA Small Cap Index Portfolio | | .35% on first $2 billion .30% thereafter |
| |
SA T. Rowe Price Asset Allocation Growth Portfolio | | .700% on first $400 million .685% on next $500 million .660% on next $1 billion .635% thereafter |
| |
SA T. Rowe Price VCP Balanced Portfolio | | .850% on first $200 million .820% reset at $200 million .820% on next $300 million .800% reset at $500 million .800% on next $500 million .770% reset at $1 billion .750% on next $1 billion .750% reset at $2 billion .750% over $2 billion |
| |
SA VCP Dynamic Allocation Portfolio | | .25% on first $1.5 billion .22% on next $1.5 billion .20% over $3 billion |
| |
SA VCP Dynamic Strategy Portfolio | | .25% on first $1.5 billion .22% on next $1.5 billion .20% over $3 billion |
| | |
Portfolio | | Annual Rate as a percentage of average daily net assets of the Portfolio |
SA VCP Index Allocation Portfolio | | .200% on first $500 million .175% thereafter |
| |
SA Wellington Capital Appreciation Portfolio | | .75% first $50 million .725% next $50 million .70% thereafter |
| |
SA Wellington Government and Quality Bond Portfolio | | .625% first $200 million .575% next $300 million .50% thereafter |
| |
SA Wellington Strategic Multi-Asset Portfolio | | 1.00% first $200 million .875% next $300 million .80% thereafter |
MASTER-FEEDER ADDENDUM
TO THE
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This ADDENDUM dated [ ], relates to and is part of the Investment Advisory and Management Agreement dated [ ] (“Advisory Agreement”) between SunAmerica Series Trust, a Massachusetts business trust (the “Trust”), and SunAmerica Asset Management, LLC, a Delaware limited liability company (the “Adviser”).
This Addendum clarifies certain terms of the Advisory Agreement solely with respect to the SA American Funds Growth Portfolio, SA American Funds Global Growth Portfolio, SA American Funds Growth-Income Portfolio, SA American Funds Asset Allocation Portfolio and SA American Funds VCP Managed Allocation Portfolio (collectively, the “Portfolios”). All terms of the Advisory Agreement shall apply with respect to the Portfolios, except to the extent modified pursuant hereto. Any terms not defined herein shall have the meaning ascribed to them in the Advisory Agreement.
Each Portfolio has been initially structured as a “feeder fund,” with the initial investment strategy to invest all of its assets in a single open-end investment company or series thereof (a “Master Fund”).
| 1. | Withdrawal From Master Fund Terminates Addendum. The terms and conditions of this Addendum shall be in effect with respect to a Portfolio only during such time asthe Portfolio invests all of its assets in a Master Fund. If the Adviser determines, subject to approval of the Board of Trustees of the Trust (the “Board”), that a Portfolio’s assets shall be withdrawn from a Master Fund and not be invested in another Master Fund, upon the event of such withdrawal, the assets of the Portfolio shall be managed in accordance with the terms and conditions of the Advisory Agreement and this Addendum shall be of no further force or effect with respect to that Portfolio until such time as the assets of the Portfolio shall subsequently be invested in a different Master Fund, at which time this Addendum shall resume effectiveness. |
| 2. | Appointment. The Trust has appointed the Adviser provided that in addition to the methods contemplated by the Advisory Agreement for the management of the assets of the Portfolios, the Adviser will provide investment management services in a manner consistent with Section 3 of this Addendum. |
| 3. | Services of the Adviser – Investment in Master Fund. For so long as a Portfolio invests all of its assets in a Master Fund, the Adviser shall: |
| a. | analyze, select, and recommend for consideration and approval by the Board, a Master Fund for investment by the Portfolio; |
| b. | monitor and evaluate the (i) performance of the Master Fund in comparison to peer and benchmark performance in light of the investment objectives and policies of the Master Fund; (ii) the level of expenses borne by each Portfolio as a result of its investment in a Master Fund; and (iii) the services and level of fees of service providers to the Portfolios; |
| c. | provide to the Board such periodic and special reports related to monitoring performance, expenses, compliance functions and such other information as the Board may reasonably request; |
| d. | coordinate with the investment adviser of the Master Funds to (i) obtain such information, reports, certifications, signatures and other materials to the extent such information may be required for the composition and filing of the Portfolios’ registration statements, shareholder reports and other disclosure materials; and (ii) ensure the appropriate flow of information, including but not limited to daily pricing of the Master Funds’ shares and purchases/redemptions of the Master Funds’ shares; |
| e. | prepare the Portfolios’ registration statement, shareholder reports and other periodic reports, which, as a result of the Portfolios’ adoption of a fiscal year end corresponding with the Master Funds’ fiscal year, must be filed on a different schedule than the Trust’s other portfolios; |
| f. | if appropriate, recommend for consideration by the Board that the Portfolio withdraw its investment in a Master Fund and that subsequent to such withdrawal: |
| (1) | the Portfolio invest in another Master Fund; or |
| (2) | the Portfolio be managed in accordance with the terms and conditions of the Advisory Agreement; and |
| g. | provide such other services as may be agreed to between the Trust and the Adviser from time to time. |
| 4. | Expenses. For so long as this Addendum is in effect, the Adviser will pay all expenses incurred by it in connection with its services provided under Section 3 of this Addendum, except such expenses as are assumed by the Trust under the Advisory Agreement and·this Addendum. The Trust shall be responsible for all of the other expenses of its operations not identified in Section 3 of this Addendum, and may retain the Adviser or other service providers to provide services with respect to those or other operations of the Trust. Such expenses for which the Trust is responsible include, but are not limited to, the expenses described in Section 3 of the Advisory Agreement; expenses of transitioning to a new Master Fund, including, but not limited to, legal, accounting or administrative services, and negotiating agreements with the investment adviser of the Master Fund or the Master Fund in connection with changes in Master Funds; and in the event the Adviser determines, subject to approval of the Board, that the assets of a Portfolio shall be withdrawn from the Master Fund and managed in accordance with the terms and conditions of the Advisory Agreement, the expenses of transitioning the assets of the Portfolio to be so managed. |
| 5. | Compensation. For the investment management services provided by the Adviser to the Portfolios pursuant to the Advisory Agreement and this Addendum, the Adviser shall be compensated in the manner set forth in Section 4 of the Advisory Agreement. |
IN WITNESS HEREOF, the parties hereto have caused this Addendum to be executed by their officers designated below as of the day and year first above written.
| | |
| SUNAMERICA SERIES TRUST |
| |
By: | | |
| | Name: |
| | Title: |
|
| SUNAMERICA ASSET MANAGEMENT, LLC |
| |
By: | | |
| | Name: |
| | Title: |
EXHIBIT E
INFORMATION REGARDING CURRENT AGREEMENTS
SunAmerica serves as investment adviser to each Portfolio pursuant to its current investment advisory and management agreement (each, a “Current Agreement”). The tables below set forth the date on which each Portfolio’s Current Agreement was last submitted to a vote of shareholders for approval, the advisory fee rate, and the aggregate amount of advisory fees paid by each Portfolio to SunAmerica for the Portfolio’s most recently completed fiscal year. The Current Agreement for each of SunAmerica Series Trust and Seasons Series Trust is dated January 1, 1999, as amended.
SUNAMERICA SERIES TRUST
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
SA AB Growth Portfolio | | December 30, 1998 | | .70% on first $50 million .65% on next $100 million .60% over $150 million | | $ | 12,514,667 | |
| | | |
SA AB Small & Mid Cap Value Portfolio | | August 1, 2002 | | .95% on first $250 million .90% over $250 million | | $ | 5,798,607 | |
| | | |
SA American Funds Asset Allocation Portfolio | | September 1, 2006 | | .85% | | $ | 14,676,397 | |
| | | |
SA American Funds Global Growth Portfolio | | September 1, 2006 | | .95% | | $ | 4,377,713 | |
| | | |
SA American Funds Growth Portfolio | | September 1, 2006 | | .85% | | $ | 5,967,784 | |
| | | |
SA American Funds Growth-Income Portfolio | | September 1, 2006 | | .85% | | $ | 3,259,876 | |
| | | |
SA American Funds VCP Managed Allocation Portfolio | | October 15, 2012 | | .95% | | $ | 21,373,991 | |
| | | |
SA BlackRock VCP Global Multi Asset Portfolio | | October 13, 2020 | | .860% on first $500 million .840% on next $2.5 billion .790% over $3 billion | | $ | 7,305,724 | |
| | | |
SA BlackRock Multi-Factor 70/30 Portfolio | | October 13, 2020 | | .65% on first $250 million .60% over $250 million | | $ | 318,520 | |
| | | |
SA DFA Ultra Short Bond Portfolio | | December 30, 1998 | | .475% on first $100 million .450% on next $400 million .425% on next $500 million .400% over $1 billion | | $ | 1,786,348 | |
| | | |
SA Emerging Market Equity Index Portfolio | | May 1, 2018 | | .45% on first $2 billion .40% thereafter | | $ | 540,543 | |
| | | |
SA Federated Hermes Corporate Bond Portfolio | | December 30, 1998 | | .70% on first $50 million .60% on next $100 million .55% on next $100 million .50% over $250 million | | $ | 8,024,762 | |
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
| | | |
SA Fidelity Institutional AM® International Growth Portfolio | | May 1, 2019 | | .78% on first $100 million .76% on next $100 million .75% over $200 million | | $ | 2,768,769 | |
| | | |
SA Fidelity Institutional AM® Real Estate Portfolio | | December 30, 1998 | | .80% on first $100 million .75% on next $400 million .70% over $500 million | | $ | 2,382,688 | |
| | | |
SA Fixed Income Index Portfolio | | February 1, 2017 | | .30% on first $2 billion .25% thereafter | | $ | 1,698,511 | |
| | | |
SA Fixed Income Intermediate Index Portfolio | | October 4, 2017 | | .300% on first $2 billion .250% thereafter | | $ | 1,528,491 | |
| | | |
SA Franklin BW U.S. Large Cap Value Portfolio | | August 27, 2015 | | .80% on first $100 million .75% on next $400 million .70% over $500 million | | $ | 11,402,205 | |
| | | |
SA Franklin Small Company Value Portfolio | | December 14, 1998 | | 1.00% on first $200 million .92% on next $300 million .90% over $500 million | | $ | 3,617,187 | |
| | | |
SA Franklin Systematic U.S. Large Cap Core Portfolio | | October 7, 2019 | | .50% on first $100 million .48% on next $150 million .46% on next $250 million .44% on next $250 million .43% over $750 million | | $ | 814,268 | |
| | | |
SA Franklin Systematic U.S. Large Cap Value Portfolio | | December 30, 1998 | | .60% | | $ | 2,828,712 | |
| | | |
SA Franklin Tactical Opportunities Portfolio | | October 4, 2017 | | .700% on first $500 million .675% on next $500 million .650% on next $1 billion .625% over $2 billion | | $ | 583,138 | |
| | | |
SA Global Index Allocation 60/40 Portfolio | | May 1, 2018 | | .10% | | $ | 80,823 | |
| | | |
SA Global Index Allocation 75/25 Portfolio | | May 1, 2018 | | .10% | | $ | 76,247 | |
| | | |
SA Global Index Allocation 90/10 Portfolio | | May 1, 2018 | | .10% | | $ | 275,394 | |
| | | |
SA Goldman Sachs Global Bond Portfolio | | December 30, 1998 | | .75% on first $50 million .65% on next $100 million .60% on next $100 million .55% over $250 million | | $ | 2,497,666 | |
| | | |
SA Goldman Sachs Multi-Asset Insights Portfolio | | October 4, 2017 | | .700% on first $500 million .675% on next $500 million .665% thereafter | | $ | 327,858 | |
| | | |
SA Index Allocation 60/40 Portfolio | | February 1, 2017 | | .10% | | $ | 225,756 | |
| | | |
SA Index Allocation 80/20 Portfolio | | February 1, 2017 | | .10% | | $ | 425,918 | |
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
| | | |
SA Index Allocation 90/10 Portfolio | | February 1, 2017 | | .10% | | $ | 1,143,263 | |
| | | |
SA International Index Portfolio | | February 1, 2017 | | .40% on first $2 billion .35% thereafter | | $ | 2,950,367 | |
| | | |
SA Invesco Growth Opportunities Portfolio | | May 23, 2000 | | .75% on first $250 million .70% on next $250 million .65% over $500 million | | $ | 2,712,632 | |
| | | |
SA Invesco Main Street Large Cap Portfolio | | April 5, 2007 | | .80% on first $50 million .75% on next $200 million .70% over $250 million | | $ | 3,834,638 | |
| | | |
SA Janus Focused Growth Portfolio | | January 2, 2001 | | .85% | | $ | 4,872,921 | |
| | | |
SA JPMorgan Diversified Balanced Portfolio | | December 30, 1998 | | .70% on first $50 million .65% on next $100 million .60% on next $150 million .55% on next $200 million .50% over $500 million | | $ | 2,342,567 | |
| | | |
SA JPMorgan Emerging Markets Portfolio | | December 30, 1998 | | 1.15% on first $100 million 1.10% on next $100 million 1.05% over $200 million | | $ | 2,809,694 | |
| | | |
SA JPMorgan Equity-Income Portfolio | | December 30, 1998 | | .70% on first $50 million .65% on next $100 million .60% on next $150 million .55% on next $200 million .50% over $500 million | | $ | 6,756,423 | |
| | | |
SA JPMorgan Global Equities Portfolio | | December 30, 1998 | | .90% on first $50 million .80% on next $100 million .70% on next $150 million .65% over $300 million | | $ | 2,939,109 | |
| | | |
SA JPMorgan MFS Core Bond Portfolio | | December 30, 1998 | | .60% | | $ | 12,796,865 | |
| | | |
SA JPMorgan Mid-Cap Growth Portfolio | | April 5, 2007 | | .80% on first $100 million .75% over $100 million | | $ | 4,501,361 | |
| | | |
SA Large Cap Growth Index Portfolio | | May 1, 2018 | | .30% on first $2 billion .25% thereafter | | $ | 1,013,599 | |
| | | |
SA Large Cap Index Portfolio | | December 14, 1998 | | .40% on first $2 billion .32% on next $1 billion .28% thereafter | | $ | 12,166,794 | |
| | | |
SA Large Cap Value Index Portfolio | | May 1, 2018 | | .30% on first $2 billion .25% thereafter | | $ | 1,041,336 | |
| | | |
SA MFS Blue Chip Growth Portfolio | | May 23, 2000 | | .70% on first $250 million .65% on next $250 million .60% over $500 million | | $ | 5,039,667 | |
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
| | | |
SA MFS Massachusetts Investors Trust Portfolio | | December 30, 1998 | | .70% on first $600 million .65% on next $900 million .60% over $1.5 billion | | $ | 7,874,963 | |
| | | |
SA MFS Total Return Portfolio | | December 30, 1998 | | .700% on first $50 million .650% on next $450 million .625% for next $250 million .595% for next $250 million .575% over $1 billion | | $ | 3,679,390 | |
| | | |
SA Mid Cap Index Portfolio | | February 1, 2017 | | .30% on first $2 billion .25% thereafter | | $ | 1,309,843 | |
| | | |
SA Morgan Stanley International Equities Portfolio | | December 30, 1998 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 3,970,866 | |
| | | |
SA PIMCO RAE International Value Portfolio | | August 1, 2002 | | 1.025% on first $50 million .865% on next $150 million .775% on next $300 million .750% over $500 million | | $ | 6,028,234 | |
| | | |
SA PIMCO VCP Tactical Balanced Portfolio | | May 1, 2013 | | .86% on first $750 million .85% on next $750 million .82% over $1.5 billion | | $ | 11,233,327 | |
| | | |
SA PineBridge High-Yield Bond Portfolio | | December 30, 1998 | | .70% on first $50 million .65% on next $100 million .60% on next $100 million .55% over $250 million | | $ | 1,880,590 | |
| | | |
SA Putnam International Growth and Income Portfolio | | December 30, 1998 | | 1.00% on first $150 million .90% on next $150 million .80% over $300 million | | $ | 3,014,498 | |
| | | |
SA Schroders VCP Global Allocation Portfolio | | January 13, 2016 | | .850% on first $250 million .830% on next $250 million .790% on next $1 billion .770% over $1.5 billion | | $ | 5,117,275 | |
| | | |
SA Small Cap Index Portfolio | | February 1, 2017 | | .35% on first $2 billion .30% thereafter | | $ | 1,142,871 | |
| | | |
SA T. Rowe Price Asset Allocation Growth Portfolio | | October 4, 2017 | | .700% on first $400 million .685% on next $500 million .660% on next $1 billion .635% thereafter | | $ | 3,862,629 | |
| | | |
SA T. Rowe Price VCP Balanced Portfolio | | October 4, 2017 | | .850% on first $200 million .820% reset at $200 million .820% on next $300 million .800% reset at $500 million .800% on next $500 million .770% reset at $1 billion .750% on next $1 billion .750% reset at $2 billion .750% over $2 billion | | $ | 13,396,810 | |
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
| | | |
SA VCP Dynamic Allocation Portfolio | | January 23, 2012 | | .25% on first $1.5 billion .22% on next $1.5 billion .20% over $3 billion | | $ | 24,641,319 | |
| | | |
SA VCP Dynamic Strategy Portfolio | | July 16, 2012 | | .25% on first $1.5 billion .22% on next $1.5 billion .20% over $3 billion | | $ | 15,487,268 | |
| | | |
SA VCP Index Allocation Portfolio | | October 4, 2017 | | .200% on first $500 million .175% thereafter | | $ | 1,006,258 | |
| | | |
SA Wellington Capital Appreciation Portfolio | | August 9, 2021 | | .75% first $50 million .725% next $50 million .70% thereafter | | $ | 14,134,747 | |
| | | |
SA Wellington Government and Quality Bond Portfolio | | August 9, 2021 | | .625% first $200 million .575% next $300 million .50% thereafter | | $ | 9,556,864 | |
| | | |
SA Wellington Strategic Multi-Asset Portfolio | | August 9, 2021 | | 1.00% first $200 million .875% next $300 million .80% thereafter | | $ | 1,337,924 | |
SEASONS SERIES TRUST
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
SA Allocation Balanced Portfolio | | December 15, 2004 | | .10% | | $ | 268,020 | |
| | | |
SA Allocation Growth Portfolio | | December 15, 2004 | | .10% | | $ | 378,654 | |
| | | |
SA Allocation Moderate Growth Portfolio | | December 15, 2004 | | .10% | | $ | 551,891 | |
| | | |
SA Allocation Moderate Portfolio | | December 15, 2004 | | .10% | | $ | 328,449 | |
| | | |
SA American Century Inflation Protection Portfolio | | December 15, 2004 | | .60% on first $500 million .55% over $500 million | | $ | 4,084,008 | |
| | | |
SA Columbia Focused Value Portfolio | | September 21, 2001 | | 1.00% on first $250 million 0.95% on next $250 million 0.90% over $500 million | | $ | 3,662,724 | |
| | | |
SA Multi-Managed Diversified Fixed Income Portfolio | | February 1, 1999 | | .70% on first $200 million .65% on next $200 million .60% over $400 million | | $ | 6,221,892 | |
| | | |
SA Multi-Managed Growth Portfolio | | December 30, 1998 | | .89% on first $250 million .84% on next $250 million .79% over $500 million | | $ | 465,871 | |
| | | |
SA Multi-Managed Income Portfolio | | December 30, 1998 | | .77% on first $250 million .72% on next $250 million .67% over $500 million | | $ | 329,365 | |
| | | | | | | | |
Portfolio | | Date of Last
Shareholder
Approval | | Advisory Fee Rate (as a % of average daily net asset value) | | Aggregate Amount of
Advisory Fees Paid to
SunAmerica | |
| | | |
SA Multi-Managed Income/Equity Portfolio | | December 30, 1998 | | .81% on first $250 million .76% on next $250 million .71% over $500 million | | $ | 447,616 | |
| | | |
SA Multi-Managed International Equity Portfolio | | February 1, 1999 | | .95% on first $250 million .90% on next $250 million .85% over $500 million | | $ | 3,758,539 | |
| | | |
SA Multi-Managed Large Cap Growth Portfolio | | February 1, 1999 | | .80% on first $250 million .75% on next $250 million .70% over $500 million | | $ | 4,298,206 | |
| | | |
SA Multi-Managed Large Cap Value Portfolio | | February 1, 1999 | | .80% on first $250 million .75% on next $250 million .70% over $500 million | | $ | 6,194,340 | |
| | | |
SA Multi-Managed Mid Cap Growth Portfolio | | February 1, 1999 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 2,091,876 | |
| | | |
SA Multi-Managed Mid Cap Value Portfolio | | February 1, 1999 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 2,157,508 | |
| | | |
SA Multi-Managed Moderate Growth Portfolio | | December 30, 1998 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 761,502 | |
| | | |
SA Multi-Managed Small Cap Portfolio | | February 1, 1999 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 2,179,853 | |
| | | |
SA Putnam Asset Allocation Diversified Growth Portfolio | | December 30, 1998 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 1,914,399 | |
| | | |
SA T. Rowe Price Growth Stock Portfolio | | December 30, 1998 | | .85% on first $250 million .80% on next $250 million .75% over $500 million | | $ | 3,843,528 | |
EXHIBIT F
COMPENSATION PAID TO SUNAMERICA BY INVESTMENT COMPANIES WITH SIMILAR INVESTMENT OBJECTIVES
The following tables set forth the advisory fee rate paid to SunAmerica and assets under management of each registered investment company with an investment objective similar to the investment objectives of any of the Portfolios. The information is as of each registered investment company’s most recently completed fiscal year for which such information is publicly available. Rates are provided as a percentage of average daily net assets unless otherwise indicated.
SST SA Allocation Growth Portfolio
SAST SA Global Index Allocation 75/25 Portfolio
SAST SA Global Index Allocation 90/10 Portfolio
SAST SA Index Allocation 80/20 Portfolio
SAST SA Index Allocation 90/10 Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SST SA Allocation Growth Portfolio | | 0.10% | | $ | 378,653,775 | | | Y |
| | | |
SAST SA Global Index Allocation 75/25 Portfolio | | 0.10% | | $ | 76,246,666 | | | Y |
| | | |
SAST SA Global Index Allocation 90/10 Portfolio | | 0.10% | | $ | 275,393,521 | | | Y |
| | | |
SAST SA Index Allocation 80/20 Portfolio | | 0.10% | | $ | 425,917,875 | | | N |
| | | |
SAST SA Index Allocation 90/10 Portfolio | | 0.10% | | $ | 1,143,263,108 | | | N |
| | | |
VALIC Company I (“VC I”) Aggressive Growth Lifestyle Fund | | 0.10% | | $ | 722,081,652 | | | Y |
SST SA Allocation Moderate Portfolio
SST SA Allocation Moderate Growth Portfolio
SAST SA Global Index Allocation 60/40 Portfolio
SAST SA Index Allocation 60/40 Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SST SA Allocation Moderate Portfolio | | 0.10% | | $ | 328,449,333 | | | Y |
| | | |
SST SA Allocation Moderate Growth Portfolio | | 0.10% | | $ | 551,891,258 | | | Y |
| | | |
SAST SA Global Index Allocation 60/40 Portfolio | | 0.10% | | $ | 80,822,734 | | | Y |
| | | |
SAST SA Index Allocation 60/40 Portfolio | | 0.10% | | $ | 225,756,471 | | | Y |
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
| | | |
VC I Asset Allocation Fund | | 0.50% on the first $300 million 0.475% on the next $200 million 0.45% on assets over $500 million | | $ | 154,748,535 | | | Y |
| | | |
VC I Global Strategy Fund | | 0.50% on the first $500 million 0.46% on assets over $500 million | | $ | 269,548,155 | | | Y |
| | | |
VC I Moderate Growth Lifestyle Fund | | 0.10% | | $ | 1,150,199,858 | | | N |
SST SA Multi-Managed International Equity Portfolio
SAST SA International Index Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SST SA Multi-Managed International Equity Portfolio (SunAmerica Index Sleeve)1 | | 0.95% first $250 million 0.90% next $250 million 0.85% over $500 million | | $ | 403,726,500 | | | Y |
| | | |
SAST SA International Index Portfolio | | 0.40% on first $2 billion 0.35% over $2 billion | | $ | 737,591,782 | | | N |
| | | |
VC I International Equities Index Fund | | 0.35% on the first $500 million 0.25% on the next $500 million 0.24% on assets over $1 billion | | $ | 1,772,562,425 | | | N |
| | | |
VC I International Opportunities Fund | | 0.90% on first $100 million 0.80% on next $650 million 0.75% on assets over $750 million | | $ | 611,690,058 | | | Y |
| | | |
VC I International Socially Responsible Fund | | 0.50% on the first $500 million 0.475% on the next $500 million 0.45% on assets over $1 billion | | $ | 363,230,938 | | | N |
| | | |
VC I International Value Fund | | 0.73% on the first $250 million 0.68% on the next $250 million 0.63% on the next $500 million 0.58% on assets over $1 billion | | $ | 671,480,470 | | | Y |
| 1 | Only the portion of assets directly managed by SunAmerica is managed pursuant to similar strategies. |
SST SA Multi-Managed Small Cap Portfolio
SAST SA Small Cap Index Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SST SA Multi-Managed Small Cap Portfolio (SunAmerica Index Sleeve)1 | | 0.85% first $250 million 0.80% next $250 million 0.75% over $500 million | | $ | 257,134,804 | | | N |
| | | |
SAST SA Small Cap Index Portfolio | | 0.35% on first $2 billion 0.30% over $2 billion | | $ | 326,534,678 | | | Y |
| | | |
VC I Small Cap Index Fund | | 0.35% first $500 million 0.25% next $2.5 billion 0.20% next $2 billion 0.15% assets over $5 billion | | $ | 1,269,777,653 | | | N |
| 1 | Only the portion of assets directly managed by SunAmerica is managed pursuant to similar strategies. |
SAST SA Franklin Systematic U.S. Large Cap Value Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA Franklin Systematic U.S. Large Cap Value Portfolio | | 0.60% | | $ | 471,451,925 | | | N |
| | | |
VC I Systematic Value Fund | | 0.70% on the first $250 million 0.65% on the next $250 million 0.60% on the next $500 million 0.55% on assets over $1 billion | | $ | 520,816,357 | | | Y |
SAST SA Large Cap Index Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA Large Cap Index Portfolio | | 0.40% on first $2 billion 0.32% on next $1 billion 0.28% over $3 billion | | $ | 3,345,468,750 | | | Y |
| | | |
VC I Stock Index Fund | | 0.35% on the first $500 million 0.25% on the next $2.5 billion 0.20% on the next $2 billion 0.15% on assets over $5 billion | | $ | 6,182,796,309 | | | Y |
| | | |
VC I U.S. Socially Responsible Fund | | 0.25% on the first $1 billion 0.24% on assets over $1 billion | | $ | 805,549,480 | | | N |
SAST SA Large Cap Growth Index Portfolio
SST SA Multi-Managed Large Cap Growth Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA Large Cap Growth Index Portfolio | | 0.30% on first $2 billion 0.25% over $2 billion | | $ | 337,866,092 | | | Y |
| | | |
SST SA Multi-Managed Large Cap Growth Portfolio (SunAmerica Index Sleeve) | | 0.80% first $250 million 0.75% next $250 million 0.70% over $500 million | | $ | 560,683,068 | | | Y |
| | | |
VC I Growth Fund | | 0.73% on the first $500 million 0.67% on the next $500 million 0.64% on the next $500 million 0.61% on assets over $1.5 billion | | $ | 1,347,549,920 | | | Y |
| 1 | Only the portion of assets directly managed by SunAmerica is managed pursuant to similar strategies. |
SAST SA Large Cap Value Index Portfolio
SST SA Multi-Managed Large Cap Value Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA Large Cap Value Index Portfolio | | 0.30% on first $2 billion 0.25% over $2 billion | | $ | 347,111,604 | | | Y |
| | | |
SST SA Multi-Managed Large Cap Value Portfolio1 | | 0.80% first $250 million 0.75% next $250 million 0.70% over $500 million | | $ | 831,334,215 | | | N |
| | | |
VC I Dividend Value Fund | | 0.75% on first $250 million 0.72% on next $250 million 0.67% on next $500 million 0.62% over $1 billion | | $ | 1,397,413,695 | | | Y |
| 1 | Only the portion of assets directly managed by SunAmerica is managed pursuant to similar strategies. |
SAST SA Mid Cap Index Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA Mid Cap Index Portfolio | | 0.30% on first $2 billion 0.25% over $2 billion | | $ | 436,614,237 | | | N |
| | | |
VC I Mid Cap Index Fund | | 0.35% on the first $500 million 0.25% on the next $2.5 billion 0.20% on the next $2 billion 0.15% on assets over $5 billion | | $ | 3,633,241,657 | | | N |
SST SA Columbia Focused Value Portfolio
SAST SA Franklin BW U.S. Large Cap Value Portfolio
SAST SA JPMorgan Equity-Income Portfolio
SST SA Multi-Managed Large Cap Value Portfolio
SAST SA Franklin Systematic U.S. Large Cap Value Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SST SA Columbia Focused Value Portfolio | | 1.00% first $250 million 0.95% next $250 million 0.90% over $500 million | | $ | 372,391,940 | | | Y |
| | | |
SAST SA Franklin BW U.S. Large Cap Value Portfolio | | 0.80% on first $100 million 0.75% on next $400 million 0.70% over $500 million | | $ | 1,586,029,327 | | | Y |
| | | |
SAST SA JPMorgan Equity-Income Portfolio | | 0.70% first $50 million 0.65% next $100 million 0.60% next $150 million 0.55% next $200 million 0.50% over $500 million | | $ | 1,251,284,683 | | | N |
| | | |
SST SA Multi-Managed Large Cap Value Portfolio | | 0.80% on first $250 million 0.75% on next $250 million 0.70% over $500 million | | $ | 831,334,215 | | | N |
| | | |
VC I Dividend Value Fund | | 0.75% on first $250 million 0.72% on next $250 million 0.67% on next $500 million 0.62% over $1 billion | | $ | 1,397,413,695 | | | Y |
| | | |
SAST SA Franklin Systematic U.S. Large Cap Value Portfolio | | 0.60% | | $ | 471,451,925 | | | N |
SAST SA JPMorgan MFS Core Bond Portfolio
SST SA Multi-Managed Diversified Fixed Income Portfolio
SAST SA Wellington Government and Quality Bond Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA JPMorgan MFS Core Bond Portfolio | | 0.60% | | $ | 2,132,811,010 | | | Y |
| | | |
SST SA Multi-Managed Diversified Fixed Income Portfolio | | 0.70% first $200 million 0.65% next $200 million 0.60% over $400 million | | $ | 986,982,057 | | | N |
| | | |
SAST SA Wellington Government and Quality Bond Portfolio | | 0.625% on first $200 million 0.575% on next $300 million 0.500% thereafter | | $ | 1,816,372,927 | | | N |
| | | |
VC I Core Bond Fund | | 0.50% on first $200 million 0.45% on next $300 million 0.40% on assets over $500 million | | $ | 2,816,212,837 | | | N |
SAST SA Janus Focused Growth Portfolio
SAST SA Wellington Capital Appreciation Portfolio
SAST SA MFS Blue Chip Growth Portfolio
SAST SA AB Growth Portfolio
SST SA T. Rowe Price Growth Stock Portfolio
SST SA Multi-Managed Large Cap Growth Portfolio
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
SAST SA Janus Focused Growth Portfolio | | 0.85% | | $ | 573,284,721 | | | Y |
| | | |
SAST SA Wellington Capital Appreciation Portfolio | | 0.750% first $50 million 0.725% next $50 million 0.700% thereafter | | $ | 2,013,892,424 | | | N |
| | | |
SAST SA MFS Blue Chip Growth Portfolio | | 0.70% first $250 million 0.65% next $250 million 0.60% over $500 million | | $ | 777,444,586 | | | N |
| | | |
SAST SA AB Growth Portfolio | | 0.70% first $50 million 0.65% next $100 million 0.60% over $150 million | | $ | 2,069,111,110 | | | N |
| | | |
SST SA T. Rowe Price Growth Stock Portfolio | | 0.85% first $250 million 0.80% next $250 million 0.75% over $500 million | | $ | 464,914,650 | | | N |
| | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? |
| | | |
SST SA Multi-Managed Large Cap Growth Portfolio | | 0.80% first $250 million 0.75% next $250 million 0.70% over $500 million | | $ | 560,683,068 | | | Y |
| | | |
VC I Capital Appreciation Fund | | 0.55% first $1 billion 0.525% on assets over $1 billion | | $ | 149,365,579 | | | Y |
| | | |
VC I Large Capital Growth Fund | | 0.64% first $750 million 0.59% over $750 million | | $ | 714,416,355 | | | N |
| | | |
VC I Growth Fund | | 0.73% first $500 million 0.67% next $500 million 0.64% next $500 million 0.61% over $1.5 billion | | $ | 1,347,549,920 | | | Y |
| | | |
VC I Blue Chip Growth Fund | | 0.75% first $250 million 0.725% next $250 million 0.70% over $500 million | | $ | 964,527,234 | | | Y |
SAST SA PineBridge High-Yield Bond Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA PineBridge High-Yield Bond Portfolio | | 0.70% first $50 million 0.65% next $100 million 0.60% next $100 million 0.55% over $250 million | | $ | 301,016,333 | | | | N | |
| | | |
VC I High Yield Bond Fund | | 0.65% on first $150 million 0.60% on next $350 million 0.55% on assets over $500 million | | $ | 600,152,708 | | | | Y | |
SAST SA Franklin Systematic U.S. Large Cap Core Portfolio
SST SA Columbia Focused Value Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA Franklin Systematic U.S. Large Cap Core Portfolio | | 0.50% on the first $100 million 0.48% on the next $150 million 0.46% on the next $250 million 0.44% on the next $250 million 0.43% thereafter | | $ | 165,472,407 | | | | N | |
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
| | | |
SST SA Columbia Focused Value Portfolio | | 1.00% on the first $250 million 0.95% on the next $250 million 0.90% on assets over $500 million | | $ | 372,391,940 | | | | Y | |
| | | |
VC I Systematic Core Fund | | 0.750% on the first $500 million 0.725% on assets over $500 million | | $ | 682,872,688 | | | | Y | |
SAST SA MFS Massachusetts Investors Trust Portfolio
SAST SA Invesco Main Street Large Cap Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA MFS Massachusetts Investors Trust Portfolio | | 0.70% first $600 million 0.65% next $900 million 0.60% over $1.5 billion | | $ | 1,165,378,990 | | | | Y | |
| | | |
SAST SA Invesco Main Street Large Cap Portfolio | | 0.80% first $50 million 0.75% next $200 million 0.70% over $250 million | | $ | 526,376,953 | | | | Y | |
SAST SA JPMorgan Diversified Balanced Portfolio
SAST SA MFS Total Return Portfolio
SAST SA Wellington Strategic Multi-Asset Portfolio
SST SA Multi-Managed Moderate Growth Portfolio
SST SA Multi-Managed Growth Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA JPMorgan Diversified Balanced Portfolio | | 0.70% first $50 million 0.65% next $100 million 0.60% next $150 million 0.55% next $200 million 0.50% over $500 million | | $ | 380,935,988 | | | | Y | |
| | | |
SAST SA MFS Total Return Portfolio | | 0.700% first $50 million 0.650% next $450 million 0.625% next $250 million 0.595% next $250 million 0.575% over $1 billion | | $ | 564,702,463 | | | | N | |
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
| | | |
SAST SA Wellington Strategic Multi-Asset Portfolio | | 1.00% first $200 million 0.875% next $300 million 0.800% thereafter | | $ | 133,792,445 | | | | Y | |
| | | |
SST SA Multi-Managed Moderate Growth Portfolio | | 0.85% on the first $250 million 0.80% on the next $250 million 0.75% on assets over $500 million | | $ | 89,589,053 | | | | Y | |
| | | |
SST SA Multi-Managed Growth Portfolio | | 0.89% on the first $250 million 0.84% on the next $250 million 0.79% on assets over $500 million | | $ | 52,345,293 | | | | Y | |
| | | |
VC I Asset Allocation Fund | | 0.500% on the first $300 million 0.475% on the next $200 million 0.450% on assets over $500 million | | $ | 154,748,535 | | | | Y | |
| | | |
VC I Global Strategy Fund | | 0.50% on the first $500 million 0.46% on assets over $500 million | | $ | 269,548,155 | | | | Y | |
| | | |
VC I Moderate Growth Lifestyle Fund | | 0.10% | | $ | 1,150,199,858 | | | | N | |
SAST SA JPMorgan Emerging Markets Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA JPMorgan Emerging Markets Portfolio | | 1.15% first $100 million 1.10% next $100 million 1.05% over $200 million | | $ | 253,304,305 | | | | Y | |
| | | |
VC I Emerging Economies Fund | | 0.81% on the first $250 million 0.76% on the next $250 million 0.71% on the next $500 million 0.66% on assets over $1 billion | | $ | 806,723,732 | | | | N | |
SAST SA Goldman Sachs Global Bond Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA Goldman Sachs Global Bond Portfolio | | 0.75% first $100 million 0.65% next $100 million 0.60% next $100 million 0.55% over $250 million | | $ | 408,666,548 | | | | N | |
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
| | | |
VC I International Government Bond Fund | | 0.50% on the first $250 million 0.45% on the next $250 million 0.40% on the next $500 million 0.35% on assets over $1 billion | | $ | 170,929,513 | | | | N | |
SST SA American Century Inflation Protection Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SST SA American Century Inflation Protection Portfolio | | 0.60% first $500 million 0.55% over $500 million | | $ | 697,092,153 | | | | Y | |
| | | |
VC I Inflation Protected Fund | | 0.50% on the first $250 million 0.45% on the next $250 million 0.40% on the assets over $500 million | | $ | 858,408,422 | | | | Y | |
SAST SA Invesco Growth Opportunities Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate
(as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA Invesco Growth Opportunities Portfolio | | 0.75% on the first $250 million 0.70% on the next $250 million 0.65% over $500 million | | $ | 369,661,771 | | | | N | |
| | | |
VC I Small Cap Growth Fund | | 0.85% on the first $100 million 0.80% on assets over $100 million | | $ | 710,002,798 | | | | Y | |
SAST SA JPMorgan Mid-Cap Growth Portfolio
SST SA Multi-Managed Mid Cap Growth Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA JPMorgan Mid-Cap Growth Portfolio | | 0.80% to $100 million 0.75% over $100 million | | $ | 593,514,808 | | | | Y | |
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
| | | |
SST SA Multi-Managed Mid Cap Growth Portfolio | | 0.85% on the first $250 million 0.80% on the next $250 million 0.75% on the next $500 million | | $ | 246,563,423 | | | | N | |
| | | |
VC I Mid Cap Strategic Growth Fund | | 0.70% on the first $250 million 0.65% on the next $250 million 0.60% on assets over $500 million | | $ | 875,418,997 | | | | N | |
SAST SA AB Small & Mid-Cap Value Portfolio
SAST SA Franklin Small Company Value Portfolio
SST SA Multi-Managed Mid Cap Value Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA AB Small & Mid-Cap Value Portfolio | | 0.95% to $250 million 0.90% over $250 million | | $ | 2,069,111,110 | | | | Y | |
| | | |
SAST SA Franklin Small Company Value Portfolio | | 1.00% on first $200 million 0.92% on next $300 million 0.90% over $500 million | | $ | 375,781,145 | | | | Y | |
| | | |
SST SA Multi-Managed Mid Cap Value Portfolio | | 0.85% first $250 million 0.80% next $250 million 0.75% over $500 million | | $ | 254,331,462 | | | | N | |
| | | |
VC I Mid Cap Value Fund | | 0.75% on first $100 million 0.725% on next $150 million 0.70% on next $250 million 0.675% on next $250 million 0.65% on assets over $750 million | | $ | 914,177,185 | | | | N | |
| | | |
VC I Small Cap Special Values Fund | | 0.75% on the first $500 million 0.70% on assets over $500 million | | $ | 256,959,376 | | | | N | |
| | | |
VC I Small Cap Value Fund | | 0.75% on the first $50 million 0.65% on assets over $50 million | | $ | 480,373,025 | | | | Y | |
SAST SA Fidelity Institutional AM® International Growth Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA Fidelity Institutional AM® International Growth Portfolio | | 0.78% on first $100 million 0.76% on next $100 million 0.75% over $200 million | | $ | 363,835,850 | | | | Y | |
| | | |
VC I International Growth Fund | | 0.95% on the first $250 million 0.90% on the next $250 million 0.85% on the next $500 million 0.80% on assets over $1 billion | | $ | 574,355,277 | | | | Y | |
SAST SA JPMorgan Global Equities Portfolio
SAST SA Morgan Stanley International Equities Portfolio
SAST SA PIMCO RAE International Value Portfolio
SAST SA Putnam International Growth and Income Portfolio
SST SA Multi-Managed International Equity Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA JPMorgan Global Equities Portfolio | | 0.90% on the first $50 million 0.80% on the next $100 million 0.70% on the next $150 million 0.65% thereafter | | $ | 398,324,476 | | | | N | |
| | | |
SAST SA Morgan Stanley International Equities Portfolio | | 0.85% on first $250 million 0.80% on next $250 million 0.75% over $500 million | | $ | 480,885,063 | | | | Y | |
| | | |
SAST SA PIMCO RAE International Value Portfolio | | 1.025% on first $50 million 0.865% on next $150 million 0.775% on next $300 million 0.750% over $500 million | | $ | 752,431,157 | | | | Y | |
| | | |
SAST SA Putnam International Growth and Income Portfolio | | 1.00% on first $150 million 0.90% on next $150 million 0.80% over $300 million | | $ | 320,770,665 | | | | Y | |
| | | |
SST SA Multi-Managed International Equity Portfolio | | 0.95% on the first $250 million 0.90% next $250 million 0.85% over $500 million | | $ | 403,726,500 | | | | Y | |
| | | |
VC I International Value Fund | | 0.73% on the first $250 million 0.68% on the next $250 million 0.63% on the next $500 million 0.58% on assets over $1 billion | | $ | 671,480,470 | | | | Y | |
SAST SA VCP Dynamic Allocation Portfolio
SAST SA VCP Dynamic Strategy Portfolio
SAST SA VCP Index Allocation Portfolio
SAST SA BlackRock VCP Global Multi Asset Portfolio
SAST SA PIMCO VCP Tactical Balanced Portfolio
SAST SA Schroders VCP Global Allocation Portfolio
SAST SA T. Rowe Price VCP Balanced Portfolio
| | | | | | | | | | |
Fund/Portfolio | | Advisory Fee Rate (as a % of average daily
net assets) | | Net Assets ($) | | | Has Compensation
Been Waived,
Reduced or
Otherwise Agreed
to be Reduced
under any
Applicable
Contract? | |
SAST SA VCP Dynamic Allocation Portfolio | | 0.25% on first $1.5 billion 0.22% on next $1.5 billion 0.20% over $3 billion | | $ | 11,795,659,684 | | | | Y | |
| | | |
SAST SA VCP Dynamic Strategy Portfolio | | 0.25% on first $1.5 billion 0.22% on next $1.5 billion 0.20% over $3 billion | | $ | 7,218,720,745 | | | | Y | |
| | | |
SAST SA VCP Index Allocation Portfolio | | 0.200% on first $500 million 0.175% thereafter | | $ | 504,901,995 | | | | N | |
| | | |
SAST SA BlackRock VCP Global Multi Asset Portfolio | | 0.860% on first $500 million 0.840% on next $2.5 billion 0.790% over $3 billion | | $ | 857,824,283 | | | | Y | |
| | | |
SAST SA PIMCO VCP Tactical Balanced Portfolio | | 0.86% on first $750 million 0.85% on next $750 million 0.82% over $1.5 billion | | $ | 1,312,744,329 | | | | N | |
| | | |
SAST SA Schroders VCP Global Allocation Portfolio | | 0.850% on first $250 million 0.830% on next $250 million 0.790% on next $1 billion 0.770% over $1.5 billion | | $ | 616,110,835 | | | | Y | |
| | | |
SAST SA T. Rowe Price VCP Balanced Portfolio | | 0.850% on first $200 million 0.820% reset at $200 million 0.820% on next $300 million 0.800% reset at $500 million 0.800% on next $500 million 0.770% reset at $1 billion 0.750% on next $1 billion 0.750% reset at $2 billion 0.750% over $2 billion | | $ | 1,759,574,678 | | | | N | |
| | | |
VC I Dynamic Allocation Fund | | 0.25% on the first $1 billion 0.22% on the next $1 billion 0.20% on assets over $2 billion | | $ | 189,165,300 | | | | Y | |
EXHIBIT G
SHARES OUTSTANDING AS OF THE RECORD DATE
As of the Record Date, the following number of shares of each Portfolio were outstanding and entitled to vote:
| | | | |
Portfolio | | Class | | Shares Outstanding on Record
Date |
SAST – SA AB Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA AB Small & Mid Cap Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA American Funds Asset Allocation Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA American Funds Global Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA American Funds Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA American Funds Growth-Income Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA American Funds VCP Managed Allocation Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA BlackRock Multi-Asset 70/30 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA BlackRock VCP Global Multi Asset Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA DFA Ultra Short Bond Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Emerging Markets Equity Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Federated Hermes Corporate Bond Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Fidelity Institutional AM® International Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Fidelity Institutional AM® Real Estate Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Fixed Income Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Fixed Income Intermediate Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
| | | | |
Portfolio | | Class | | Shares Outstanding on Record
Date |
SAST – SA Franklin BW U.S. Large Cap Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Franklin Small Company Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Franklin Systematic U.S. Large Cap Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Franklin Tactical Opportunities Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Global Index Allocation 60/40 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Global Index Allocation 75/25 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Global Index Allocation 90/10 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Goldman Sachs Global Bond Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Goldman Sachs Multi-Asset Insights Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Index Allocation 60/40 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Index Allocation 80/20 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Index Allocation 90/10 Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA International Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Invesco Growth Opportunities Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Invesco Main Street Large Cap Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Janus Focused Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA JPMorgan Diversified Balanced Portfolio | | [●] | | [●] |
| | [●] | | [●] |
| | | | |
Portfolio | | Class | | Shares Outstanding on Record
Date |
SAST – SA JPMorgan Emerging Markets Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA JPMorgan Equity-Income Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA JPMorgan Global Equities Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA JPMorgan MFS Core Bond Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA JPMorgan Mid-Cap Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Large Cap Growth Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Large Cap Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Large Cap Value Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA MFS Blue Chip Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA MFS Massachusetts Investors Trust Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA MFS Total Return Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Mid Cap Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Morgan Stanley International Equities Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA PIMCO RAE International Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA PIMCO VCP Tactical Balanced Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA PineBridge High-Yield Bond Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Putnam International Growth and Income Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Schroders VCP Global Allocation Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Small Cap Index Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA T. Rowe Price Asset Allocation Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
| | | | |
Portfolio | | Class | | Shares Outstanding on Record
Date |
SAST – SA T. Rowe Price VCP Balanced Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA VCP Dynamic Allocation Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA VCP Dynamic Strategy Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA VCP Index Allocation Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Wellington Capital Appreciation Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Wellington Government and Quality Bond Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SAST – SA Wellington Strategic Multi-Asset Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Allocation Balanced Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Allocation Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Allocation Moderate Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Allocation Moderate Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA American Century Inflation Protection Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Columbia Focused Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Diversified Fixed Income Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Income Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Income/Equity Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed International Equity Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Large Cap Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Large Cap Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
| | | | |
Portfolio | | Class | | Shares Outstanding on Record
Date |
SST – SA Multi-Managed Mid Cap Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Mid Cap Value Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Moderate Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Multi-Managed Small Cap Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA Putnam Asset Allocation Diversified Growth Portfolio | | [●] | | [●] |
| | [●] | | [●] |
SST – SA T. Rowe Price Growth Stock Portfolio | | [●] | | [●] |
| | [●] | | [●] |
Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Special Meeting. Each share is entitled to one vote, with fractional shares voting proportionally.
EXHIBIT H
OWNERSHIP OF SHARES
