SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
(Amendment No. ___)
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d) (2))
[X] Definitive Information Statement
SEASONS SERIES TRUST
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
5) Total fee paid:
______________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
______________________________________________________________________
AIG SUNAMERICA ASSET MANAGEMENT CORP. [AIG SUNAMERICA LOGO]
Seasons Series Trust the retirement specialist
P.O. Box 54299
Los Angeles, California 90054-0299
(800) 445-7862
April 9, 2007
Dear Contract Owner:
We are writing to provide you with the enclosed information statement. The
information statement provides information regarding recent amendments to
subadvisory agreements (the "Amendments") between AIG SunAmerica Asset
Management Corp. ("SunAmerica") and the following subadvisers of Seasons Series
Trust portfolios:
- BAMCO, Inc. (subadviser of the Focus TechNet Portfolio);
- Clearbridge Advisors LLC (subadviser of the Small Cap Portfolio);
- Columbia Management Advisors, LLC (subadviser of the Cash Management
Portfolio);
- Franklin Advisers, Inc. (subadviser of the Strategic Fixed Income
Portfolio);
- J.P. Morgan Investment Management Inc. (subadviser of the Focus Value
Portfolio);
- Marsico Capital Management, LLC (subadviser for the Focus Growth
Portfolio and Focus Growth and Income Portfolio);
- RCM Capital Management LLC (subadviser of the Focus TechNet
Portfolio);
- Third Avenue Management LLC (subadviser of the Focus Value Portfolio);
- Thornburg Investment Management, Inc. (subadviser of the Focus Growth
and Income Portfolio); and
- Western Asset Management Company (subadviser of the Strategic Fixed
Income Portfolio).
The Amendments removed language contained in the agreement that restricted
the percentage of brokerage transactions which the subadviser may direct to an
affiliated broker. In addition, the Amendments included various administrative
changes that are described in more detail in the enclosed information statement.
The Amendments were approved by the Trustees of the Trust, including a majority
of the Trustees who are not interested persons of the Trust as defined in the
Investment Company Act of 1940, as amended, on January 19, 2007.
As a matter of regulatory compliance, we are sending you this information
statement, which describes the Amendments and the reasons why the Board approved
the Amendments.
THIS DOCUMENT IS FOR YOUR INFORMATION ONLY AND YOU ARE NOT REQUIRED TO TAKE
ANY ACTION. Should you have any questions about these changes or if we can be of
service to you in any other way, please call our SunLine customer service center
between the hours of 5 a.m. PST and 5 p.m. PST at (800) 445-7862.
Sincerely,
/s/ Vincent M. Marra
-------------------------------------
Vincent M. Marra
President
Seasons Series Trust
SEASONS SERIES TRUST
P.O. BOX 54299
LOS ANGELES, CA 90054-0299
----------
INFORMATION STATEMENT
REGARDING AMENDMENTS TO SUBADVISORY AGREEMENTS
----------
CASH MANAGEMENT PORTFOLIO
FOCUS GROWTH PORTFOLIO
FOCUS GROWTH AND INCOME PORTFOLIO
FOCUS TECHNET PORTFOLIO
FOCUS VALUE PORTFOLIO
SMALL CAP PORTFOLIO
STRATEGIC FIXED INCOME PORTFOLIO
(COLLECTIVELY, THE "PORTFOLIOS")
----------
This information statement is being provided to the shareholders of each of
the Portfolios, in lieu of a proxy statement, pursuant to the terms of an
exemptive order Seasons Series Trust (the "Trust") has received from the
Securities and Exchange Commission. The exemptive order permits AIG SunAmerica
Asset Management Corp. ("SunAmerica"), as the investment adviser, manager and
administrator of the Trust's portfolios, to make changes to existing subadvisory
contracts with the approval of the Board of Trustees (the "Trustees"), but
without obtaining shareholder approval. This information statement is being
furnished on behalf of the Trustees of the Trust.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND YOU ARE NOT REQUIRED TO
TAKE ANY ACTION.
This information statement will be mailed on or about April 9, 2007 to
contract owners who chose the Portfolios as an investment option prior to
February 28, 2007.
PURPOSE OF THE INFORMATION STATEMENT
On January 19, 2007, the Trustees approved amendments (the "Amendments") to
subadvisory agreements between SunAmerica and the subadvisers listed in the
chart below (the "Subadvisers"):
SUBADVISER PORTFOLIOS SUBADVISED
---------- ---------------------
BAMCO, Inc. ("BAMCO") Focus TechNet Portfolio
ClearBridge Advisors LLC ("ClearBridge") Small Cap Portfolio
Columbia Management Advisors, LLC ("Columbia") Cash Management Portfolio
Franklin Advisers, Inc. ("Franklin Advisers") Strategic Fixed Income Portfolio
J.P. Morgan Investment Management Inc. ("JPMorgan") Focus Value Portfolio
Marsico Capital Management, LLC ("Marsico") Focus Growth Portfolio
Focus Growth and Income Portfolio
RCM Capital Management LLC ("RCM Capital") Focus TechNet Portfolio
Third Avenue Management LLC ("Third Avenue") Focus Value Portfolio
Thornburg Investment Management, Inc. ("Thornburg") Focus Growth and Income Portfolio
Western Asset Management Company ("Western Asset") Strategic Fixed Income Portfolio
The Amendments delete a provision of the Subadvisory Agreements that limits
the percentage of brokerage transactions that may be effected through affiliates
of the Subadvisers, SunAmerica and its affiliates or any other subadviser to the
Trust or its affiliates, to 25% of a Portfolio's total transactions in
securities during the Trust's fiscal year. Management recommended this change
because it believed that the broad scope of the 25% limitation was unduly
restrictive, particularly in light of each Subadviser's duty to seek best
execution on behalf of a Portfolio.
1
Furthermore, the Trust has policies and procedures for transactions with
affiliated brokers, as approved by the Trustees. The procedures are designed to
ensure that the commissions, fees or other remuneration received by an
affiliated broker are reasonable and fair compared to the commissions, fees or
other remuneration received by other brokers in connection with comparable
transactions involving similar investments being purchased or sold on a
securities exchange during a comparable period of time. In addition, the
Trustees are provided a quarterly compliance report that lists the Portfolios'
affiliated brokerage transactions and determine whether such transactions were
effected in accordance with the Trusts' policies and procedures.
In addition, the Trustees approved Amendments involving the following
non-material, administrative changes to the Subadvisory Agreements: (1) the
addition of a confidentiality provision; (2) the addition of a provision that
clarifies that SunAmerica (and not the Subadviser) is responsible for the voting
of proxies on behalf of the Portfolios; and (3) the removal of certain language
regarding the factors that a Subadviser may consider when selecting a broker.
THE TRUST
Each of the Portfolios is an investment series of the Trust, a
Massachusetts business trust. The Trust entered into an Investment Advisory and
Management Agreement (the "Advisory Agreement") with SunAmerica on January 1,
1999, as amended from time to time, with the approval of the Trustees.
SunAmerica is an indirect, wholly-owned subsidiary of American International
Group, Inc. ("AIG") and is located at Harborside Financial Center, 3200 Plaza 5,
Jersey City, New Jersey 07311. SunAmerica selects the subadvisers for the
Trust's portfolios, manages certain portfolios, provides various administrative
services and supervises the portfolios' daily business affairs, subject to
review by the Trustees. The Advisory Agreement authorizes SunAmerica to retain
subadvisers for the portfolios for which it does not manage the assets.
SunAmerica selects subadvisers it believes will provide the portfolios with the
highest quality investment services. SunAmerica monitors the activities of the
subadvisers and, from time to time, will recommend the replacement of a
subadviser on the basis of investment performance, style drift or other
consideration.
The subadvisers to the Trust's portfolios act pursuant to agreements with
SunAmerica. Their duties include furnishing continuing advice and
recommendations to the portfolios regarding securities to be purchased and sold.
The subadvisers are independent of SunAmerica and discharge their
responsibilities subject to the policies of the Trustees and the oversight and
supervision of SunAmerica, which pays the subadvisers' fees. The portfolios do
not pay fees directly to a subadviser. However, in accordance with procedures
adopted by the Trustees, a subadviser may effect portfolio transactions through
an Affiliated Broker, acting as an agent not as principal, and the Affiliated
Broker may receive brokerage commissions in connection therewith as permitted by
Section 17(e) of the Investment Company Act of 1940, as amended (the "1940
Act"), the rules and interpretations thereunder and other applicable securities
laws.
THE SUBADVISORY AGREEMENTS
The Subadvisory Agreements between SunAmerica and each of the Subadvisers
provide that: (i) the Subadviser shall manage the assets of the Portfolios for
which they have been hired, (ii) SunAmerica shall compensate the Subadviser for
its services, (iii) the Subadviser is authorized to select the brokers or
dealers to effect portfolio transactions for the Portfolio, and (iv) the
Subadviser shall comply with the Portfolio's investment policies and
restrictions, with applicable law and with any applicable policies and
procedures adopted by the Trustees.
There have been no changes to the Subadvisory Agreements except for those
changes included in the Amendments as described on page 1. The Subadvisory
Agreements were last approved at a meeting of the Trustees held on December 13,
2006. The form of Amendment to the Subadvisory Agreement is attached to this
information statement as Exhibit A.
INFORMATION ABOUT THE SUBADVISERS
BAMCO, Inc. is a New York corporation, established in January 1987,
registered with the SEC since March 1987, located at 767 5th Avenue, 49th Floor,
New York, New York 10153, is the investment adviser to all of the Baron mutual
funds and two Irish pooled investment vehicles, and it serves as investment
subadviser to non-Baron related SEC registered investment companies and other
pooled investment vehicles. As of December 31, 2006, BAMCO had approximately
$16.6 billion in assets under management.
2
The names and principal occupations of the directors and principal
executive officers of BAMCO are set forth in the following table. The business
address of each of these individuals is 767 Fifth Avenue, 49th Floor, New York,
New York 10153.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Ronald Baron Director, Chairman, Chief Executive Officer and Chief
Investment Officer
Clifford Greenberg Director and Senior Vice President
Gretta J. Heaney Chief Compliance Officer, Vice President and
Assistant General Counsel
Linda S. Martinson Director, Chief Operating Officer, Vice President,
Secretary and General Counsel
Susan Robbins Director, Vice President and Senior Analyst
Andrew Peck Vice President
Peggy Wong Treasurer and Chief Financial Officer
ClearBridge Advisors, LLC is located at 399 Park Avenue, 4th Floor, New
York, New York 10022 and is a recently-organized investment adviser that has
been formed to succeed to the equity securities portfolio management business of
Citigroup Asset Management, which was acquired by Legg Mason, Inc. ("Legg
Mason") in December 2005. ClearBridge is a wholly-owned subsidiary of Legg
Mason. Legg Mason, whose principal executive officers are located at 100 Light
Street, Baltimore, Maryland 21202, is a financial services holding company. As
of December 31, 2006, ClearBridge had approximately $115.8 billion in assets
under management.
The names and principal occupations of the directors and principal
executive officers of ClearBridge are set forth in the following table. The
business address of each of these individuals is 399 Park Avenue, New York, NY
10022. The business address for the Directors is 100 Light Street, Baltimore, MD
21202.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Terrence James Murphy Chief Administrative Officer
Timothy Charles Scheve Director
Mark Raymond Fetting Director
Brian Scott Posner President, Chief Executive Officer, Co-Chief
Investment Officer
Peter Lanning Bain Director
Barbara Brooke Manning Chief Compliance Officer
Harry David Cohen Co-Chief Investment Officer
Columbia Management Advisors, LLC is located at 100 Federal Street, Boston,
Massachusetts 02110. CMA is dedicated to providing responsible investment
management and superior service and manages money for corporations, endowments
and foundations, public funds/municipalities and individuals. As of December 31,
2006, CMA had over $345 billion in assets under management.
The names and principal occupations of the directors and principal
executive officers of Columbia are set forth in the following table. The
business address of each of these individuals is 100 Federal Street, Boston,
Massachusetts 02110.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Keith Banks President, Chief Executive Officer, Chief Investment
Officer, Chairman, Head of Institutional Distribution
and Manager
Fredrick Berretta, Jr. Managing Director and Head of Cash Distribution
Andrei Magasiner Chief Financial Officer and Treasurer
William Martin Risk Officer
Colin Moore Managing Director and Head of Equity Investments
Stephen Peacher Managing Director and Head of Long Term Fixed Income
Investments
3
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Randall Royther Managing Director and Head of Cash Investments
Linda Wondrack Chief Compliance Officer
Christopher Wilson Managing Director, Head of Mutual Funds and Manager
Franklin Advisers, Inc. was incorporated in California and registered with
the SEC as an investment adviser in 1985. Franklin Advisers is a wholly owned
subsidiary of Franklin Resources, Inc. (known as Franklin Templeton
Investments), a publicly traded, global investment management organization. As
of December 31, 2006, Franklin Templeton Investments managed approximately $552
billion in assets under management. Franklin Advisers is located at One Franklin
Parkway, San Mateo, California 94403.
The names and principal occupations of the directors and principal
executive officers of Franklin Advisers are set forth in the following table.
The business address of each of these individuals is One Franklin Parkway, San
Mateo, California 94403.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Edward B. Jamieson President and Chief Investment Officer
Christopher J. Molumphy Executive Vice President
Madison S. Gulley Executive Vice President
Jack H. Lemein Executive Vice President
Shelley M Painter Treasurer
Barbara J. Green Secretary
Kenneth A. Lewis Chief Financial Officer
Craig S. Tyle Chief Legal Officer
James M. Davis Chief Compliance Officer
J.P. Morgan Investment Management Inc. is a Delaware corporation and is an
indirect wholly owned subsidiary of JPMorgan Chase & Co. JPMorgan is located at
245 Park Avenue, New York, New York 10167. JPMorgan provides investment advisory
services to a substantial number of institutional and other investors, including
other registered investment advisers. As of December 31, 2006, JPMorgan,
together with its affiliated companies, had approximately $1,013 billion in
assets under management.
The names and principal occupations of the directors and principal
executive officers of JPMorgant are set forth in the following table. The
business address of each of these individuals is 245 Park Avenue, New York, New
York 10167.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Evelyn V. Guernsey President, Director, Managing Director
Joseph K Azelby Head of Real Estate, Managing Director
Clive Brown Director, Managing Director Head of International
Business
Seth P. Bernstein Global Head of Fixed Income, Managing Director
Susan M. Canning Vice President
George C.W. Gatch Director, Managing Director
Iiman (Amy) Pappas Treasurer, Managing Director
Paul A. Quinsee Director, Managing Director
Lawrence M. Unrein Head of Private Equity and Hedge Funds Director,
Managing Director
Marsico Capital Management, LLC. is a Delaware limited liability company
located at 1200 17th Street, Suite 1600, Denver, Colorado 80202. Marsico
provides investment management services to various mutual funds, institutional
accounts and private accounts. As of December 31, 2006, Marsico had
approximately $83.7 billion in assets under management.
4
The names and principal occupations of the directors and principal
executive officers of Marsico are set forth in the following table. The business
address of each of these individuals is 1200 17th Street, Suite 1600, Denver,
Colorado 80202.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Thomas F. Marsico Chief Executive Officer
Christopher J. Marsico President
Christie L. Austin Executive Vice President
Mary L. Watson Executive Vice President and Chief Operations Officer
Thomas M. J. Kerwin Executive Vice President and General Counsel
Kenneth Johnson Executive Vice President and Director of Marketing
Steven R. Carlson Executive Vice President, Chief Financial Officer,
Treasurer and Chief Compliance Officer
RCM Capital Management LLC is located at Four Embarcadero Center, San
Francisco, California 94111, and is an indirect wholly-owned subsidiary of
Allianz SE, an international financial services organization. As of December 31,
2006, RCM had approximately $21.5 billion in assets under management in San
Francisco.
The names and principal occupations of the directors and principal
executive officers of RCM Capital are set forth in the following table. The
business address of each of these individuals is Four Embarcadero Center, San
Francisco, California 94111.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Udo Frank Chief Executive Officer
Robert Goldstein Chief Operating Officer and General Counsel
Peter Anderson Chief Investment Officer
Third Avenue Management LLC is located at 622 Third Avenue, New York, New
York 10017. Third Avenue or its predecessor has been an investment adviser and
manager for mutual funds since its organization in 1986. Third Avenue also
serves as investment adviser for separately managed accounts for private and
institutional clients. As of December 31, 2006, Third Avenue had approximately
$26 billion in assets under management.
The names and principal occupations of the directors and principal
executive officers of Third Avenue are set forth in the following table. The
business address of each of these individuals is 622 Third Avenue, New York, New
York 10017.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
David M. Barse President and Chief Executive Officer
Vincent J. Dugan Chief Financial Officer and Chief Operating Officer
W. James Hall General Counsel and Secretary
Curtis Jensen Co-Chief Investment Officer
Martin J. Whitman Co-Chief Investment Officer
Joseph Reardon Chief Compliance Officer
Thornburg Investment Management, Inc. is a Delaware corporation with
principal offices at 119 East Marcy Street, Santa Fe, New Mexico 87501, and has
been in the investment management business since 1982. As of December 31, 2006,
Thornburg had approximately $33.7 billion in assets under management.
The names and principal occupations of the directors and principal
executive officers of Thornburg are set forth in the following table. The
business address of each of these individuals is 119 East Marcy Street, Santa
Fe, New Mexico 87501.
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
H. Garret Thornburg Chairman and Chief Executive Officer
5
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Brian J. McMahon President and Chief Investment Officer
Beckie R. Hanttula Secretary and Managing Director
Carolyn Dobbs Treasurer and Managing Director
Western Asset Management Company is currently located at 385 East Colorado
Boulevard, Pasadena, California 91101. Western Asset is an indirect wholly-owned
subsidiary of Legg Mason. As of December 31, 2006, Western Asset had
approximately $574.6 billion in assets under management.
The names and principal occupations of the directors and principal
executive officers of Western Asset are set forth in the following table. The
business address of each of these individuals is 385 East Colorado Boulevard,
Pasadena, California 91101. The business address for non-employees is 100 Light
Street, Baltimore, MD 21202..
NAME POSITION AND PRINCIPAL OCCUPATION
---- ---------------------------------
Bruce Daniel Alberts Chief Financial Officer
James William Hirschmann Director and Chief Executive Officer
Stephen Kenneth Leech Chief Investment Officer
Legg Mason, Inc. Sole Shareholder
Gregory Burns McShea General Counsel; Head of Legal and Compliance
Peter Lanning Bain Non-Employee Director
Brett Benjamin Canon Director of Operations
David Daniel Fleet President
Gavin Lewis James Director of Global Client Services
Stephen Arthur Walsh Deputy Chief Investment Officer
Kevin Ehrlich Chief Compliance Officer
Timothy Charles Scheve Non-Employee Director
No person who is an officer or trustee of the Trust is an officer or director of
any of the Subadvisers.
FACTORS CONSIDERED BY THE BOARD OF TRUSTEES
The Trustees, including a majority of the Trustees who are not interested
persons of the Trust (the "Independent Trustees") as defined in the 1940 Act,
approved the Amendments at a special meeting of the Board of Trustees held on
January 19, 2007. In its approval of the Amendments, the Trustees considered the
terms of the Amendments, that there were no changes to the nature, extent and
quality of the services to be provided by the Subadvisers, and the potential
profits derived by the Subadvisers or its affiliates. The Trustees did not
consider, however, the investment performance of the Portfolios and the
Subadviser, the fees and expenses of the Portfolio (except for brokerage
commission costs), the extent to which economies of scale would be realized as
the Portfolio grows or whether fee levels reflect economies of scale for the
benefit of Portfolio investors. The Trustees did not consider these factors at
the January 19, 2007 meeting because the Trustees had reviewed these factors and
made determinations with respect to each of these factors at a regular meeting
of the Board held on December 13, 2006.
The Independent Trustees were separately represented by counsel that is
independent of SunAmerica in connection with their consideration and approval of
the Amendments. The matters discussed below were also considered separately by
the Independent Trustees in executive sessions during which such independent
counsel provided guidance to the Independent Trustees.
The Board considered that it has policies and procedures governing
transactions with affiliated brokers and that such policies are designed to
ensure that the commissions, fees or other remuneration received by an
affiliated broker are reasonable and fair compared to the commissions, fees or
other remuneration received by other brokers in connection with comparable
transactions involving similar investments being purchased or sold on a
securities exchange during a comparable period of time. The Board also
considered that it is provided a quarterly compliance report that lists the
Trusts' transactions that were effected by the Subadviser's affiliated brokers
pursuant to Rule 17e-1 under the 1940 Act and makes a determination whether such
transactions were effected in accordance with the Trust's policies and
procedures. In addition, the Board considered management's opinion that the
percentage limitation is unduly restrictive in light of the Subadvisers' duty to
seek best execution. The Board concluded that it was satisfied that
6
the Subadvisers could continue to provide the Portfolios with the nature,
quality and extent of services to which they have previously provided and that
the terms of the Amendments were reasonable.
With respect to indirect costs and benefits, the Trustees considered the
potential benefits to Subadvisers that may be derived as a result of removing
the limitation on effecting affiliated brokerage transactions and concluded that
the benefits were not unreasonable.
In reaching their decision to approve the Amendments, the Trustees based
their decision on the totality of the factors and each Trustee contributed
different weight to the various factors. Based upon the materials they reviewed,
the representations made to them and the considerations described above, and as
part of their deliberations, the Trustees, including the Independent Trustees,
concluded that the Amendments were in the best interest of the Portfolios.
OWNERSHIP OF SHARES
The number of shares of the Portfolios outstanding at the close of business
on February 28, 2007 and the record holder of those shares are listed in the
table below.
PORTFOLIO SHARES OUTSTANDING
--------- ------------------
Cash Management Portfolio 7,539,497
Focus Growth Portfolio 13,375,414
Focus Growth and Income Portfolio 7,520,271
Focus TechNet Portfolio 7,145,524
Focus Value Portfolio 8,952,958
Small Cap Portfolio 19,257,174
Strategic Fixed Income Portfolio 8,879,246
To SunAmerica's knowledge, no person owns a variable annuity contract
and/or variable life insurance policy or interests therein for more than 5% of
the outstanding shares of the Portfolio. The Trustees and officers of the Trust
and members of their families as a group, beneficially owned less than 1% of the
beneficial interest of the Portfolio as of December 31, 2006.
BROKERAGE COMMISSIONS
The following table provides the total commissions paid to any Affiliated
Broker and the percentage of each Portfolio's aggregate brokerage commissions
paid to any such Affiliated Broker for the fiscal year ended March 31, 2006.
AGGREGATE AMOUNT OF PERCENTAGE OF PORTFOLIO'S AGGREGATE
PORTFOLIO'S AFFILIATED BROKERAGE COMMISSIONS EFFECTED
PORTFOLIO BROKERAGE COMMISSIONS THROUGH AFFILIATED BROKERS
--------- ---------------------- -----------------------------------
Cash Management Portfolio $ 0 $ 0
Focus Growth Portfolio $ 5,373 2.09%
Focus Growth and Income Portfolio $ 8,442 3.80%
Focus TechNet Portfolio $ 0 $ 0
Focus Value Portfolio $ 9,906 5.08%
Small Cap Portfolio $12,796 3.70%
Strategic Fixed Income Portfolio $ 0 $ 0
OTHER SERVICE AGREEMENTS
For the fiscal year ended January 31, 2006, the Trust paid SunAmerica for
advisory services provided to the Portfolios pursuant to the Advisory Agreement,
as follows:
7
PORTFOLIO ADVISORY FEES
--------- -------------
Cash Management Portfolio $ 329,280
Focus Growth Portfolio $1,044,970
Focus Growth and Income Portfolio $ 722,481
Focus TechNet Portfolio $ 551,731
Focus Value Portfolio $ 991,676
Small Cap Portfolio $1,041,795
Strategic Fixed Income Portfolio $ 257,797
AIG SunAmerica Capital Services, Inc. distributes the Portfolio's shares and
incurs the expenses of distributing the Portfolio's shares under a Distribution
Agreement. AIG SunAmerica Capital Services, Inc. is an indirect, wholly-owned
subsidiary of AIG located at Harborside Financial Center, 3200 Plaza 5, Jersey
City, New Jersey 07311-4992.
SHAREHOLDER REPORTS
Copies of the most recent annual and semi-annual reports of the Trust are
available without charge and may be obtained by writing the Trust at P.O. Box
54299, Los Angeles, California 90054-0299 or by calling (800) 445-7862.
SHAREHOLDER PROPOSALS
The Trust is not required to hold annual shareholder meetings. If a
shareholder wishes to submit proposals for consideration at a future shareholder
meeting, the Trust must receive the proposal a reasonable time before the
solicitation is to be made. Written proposals should be sent to Nori L. Gabert,
Esq., Secretary of SunAmerica Series Trust, 2929 Allen Parkway, Houston, Texas
77019.
By Order of the Trustees,
/s/ Nori L. Gabert
----------------------------------------
Nori L. Gabert
Secretary
Seasons Series Trust
Dated: April 9, 2007
8
EXHIBIT A
[FORM OF]
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of [DATE] by and between AIG
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser"), and
_______________________, a ___________________ corporation (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business
trust (the "Trust"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, as amended from time to time (the
"Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Trust, and
pursuant to it which the Adviser may delegate one or more of its duties to a
subadviser pursuant to a written subadvisory agreement; and
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and may
issue shares of beneficial interest, no par value per share, in separately
designated portfolios representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish investment
advisory services to the investment portfolio(s) of the Trust listed on Schedule
A attached hereto (the "Portfolio(s)"), and the Subadviser is willing to furnish
such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. DUTIES OF THE SUBADVISER. The Adviser hereby engages the services of the
Subadviser in furtherance of its Investment Advisory and Management Agreement
with the Trust. Pursuant to this Subadvisory Agreement and subject to the
oversight and review of the Adviser, the Subadviser will manage the investment
and reinvestment of the assets of each Portfolio. The Subadviser will determine,
in its discretion and subject to the oversight and review of the Adviser, the
securities and other investments to be purchased or sold, will provide the
Adviser with records concerning its activities which the Adviser or the Trust is
required to maintain, and will render regular reports to the Adviser and to
officers and Trustees of the Trust concerning its discharge of the foregoing
responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust,
may, when it deems appropriate and without prior consultation with the Adviser,
(a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and
other securities including money market instruments, whether the issuer is
organized in the United States or outside the United States, (b) place orders
for the execution of such securities transactions with or through such brokers,
dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange
or convert foreign currency in the spot or forward markets as necessary to
facilitate transactions in international securities for the Portfolio(s). In
addition, the custodian shall provide the Subadviser with daily reports
regarding the cash levels in the Portfolio. The Subadviser shall discharge the
foregoing responsibilities subject to the control of the officers and the
Trustees of the Trust and in compliance with such policies as the Trustees of
the Trust may from time to time establish, and in compliance with (a) the
objectives, policies, restrictions and limitations for the Portfolio(s) as set
forth in the Trust's current prospectus and statement of additional information;
and (b) applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that each
Portfolio will at all times be operated and managed in compliance with all
applicable federal and state laws, including securities, commodities and banking
laws, governing its operations and investments; (b) so as not to jeopardize
either the treatment of the variable annuity contracts which offer the
Portfolio(s) (the "Contracts") as annuity contracts for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), or the eligibility of the
Contracts to qualify for sale to the public in any state where they may
otherwise be sold; and (c) to minimize any taxes and/or penalties payable by the
Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser
represents and warrants that it will manage each Portfolio in compliance
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with (a) the applicable provisions of Subchapter M, chapter 1 of the Code
("Subchapter M") for each Portfolio to be treated as a "regulated investment
company" under Subchapter M; (b) the diversification requirements specified in
the Internal Revenue Service's regulations under Section 817(h) of the Code; (c)
the provisions of the Act and rules adopted thereunder; (d) applicable state
insurance laws; (e) the objectives, policies, restrictions and limitations for
the Portfolio(s) as set forth in the Trust's current prospectus and statement of
additional information as most recently provided by the Adviser to the
Subadviser; and (f) the policies and procedures as adopted by the Trustees of
the Trust. The Subadviser shall furnish information to the Adviser, as
requested, for purposes of compliance with the distribution requirements
necessary to avoid payment of any excise tax pursuant to Section 4982 of the
Code.
The Subadviser further represents and warrants that to the extent that
any statements or omissions made in any Registration Statement for the Contracts
or shares of the Trust, or any amendment or supplement thereto, are made in
reliance upon and in conformity with information furnished by the Subadviser
expressly for use therein, such Registration Statement and any amendments or
supplements thereto will, when they become effective, conform in all material
respects to the requirements of the Securities Act of 1933 and the rules and
regulations of the Commission thereunder (the "1933 Act") and the Act and will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading.
The Subadviser agrees: (a) to maintain a level of errors and omissions
or professional liability insurance coverage that, at all times during the
course of this Agreement, is appropriate given the nature of its business, and
(b) from time to time and upon reasonable request, to supply evidence of such
coverage to the Adviser.
The Subadviser accepts such employment and agrees, at its own expense,
to render the services set forth herein and to provide the office space,
furnishings, equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.
2. PORTFOLIO TRANSACTIONS. (a) The Subadviser is responsible for decisions
to buy or sell securities and other investments for the assets of each
Portfolio, broker-dealers and futures commission merchants' selection, and
negotiation of brokerage commission and futures commission merchants' rates. As
a general matter, in executing portfolio transactions, the Subadviser may employ
or deal with such broker-dealers or futures commission merchants as may, in the
Subadviser's best judgment, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission rates. In selecting
such broker-dealers or futures commission merchants, the Subadviser shall
consider all relevant factors including price (including the applicable
brokerage commission, dealer spread or futures commission merchant rate), the
size of the order, the nature of the market for the security or other
investment, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer or futures commission merchant
involved, the quality of the service, the difficulty of execution, the execution
capabilities and operational facilities of the firm involved, and, in the case
of securities, the firm's risk in positioning a block of securities. Subject to
such policies as the Trustees may determine and consistent with Section 28(e) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Subadviser
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of the Subadviser's
having caused a Portfolio to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, if the Subadviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such member of an exchange,
broker or dealer viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment discretion. In
accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and
subject to any other applicable laws and regulations including Section 17(e) of
the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the
Adviser and its affiliates or any other subadviser to the Trust and its
respective affiliates, as broker-dealers or futures commission merchants to
effect portfolio transactions in securities and other investments for a
Portfolio; provided, however, that for each Portfolio the average annual
percentage of portfolio transactions which are engaged in with the Subadviser's
affiliates, the Adviser and its affiliates or any other subadviser to the Trust
and its respective affiliates, may not exceed 25% of the Portfolio's total
transactions in securities and other investments during the Trust's fiscal year.
The Subadviser will promptly communicate to the Adviser and to the officers and
the Trustees of the Trust such information relating to portfolio transactions as
they may reasonably request. To the extent consistent with applicable law, the
Subadviser may aggregate purchase or sell orders for the Portfolio with
contemporaneous purchase or sell orders of other clients of the Subadviser or
its affiliated persons. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made by
the Subadviser in the manner the Subadviser
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determines to be equitable and consistent with its and its affiliates' fiduciary
obligations to the Portfolio and to such other clients. The Adviser hereby
acknowledges that such aggregation of orders may not result in more favorable
pricing or lower brokerage commissions in all instances.
(b) Notwithstanding Section 2(a) above, for such purposes as obtaining
investment research products and services, covering fees and expenses, and
rewarding sales or distribution, the Adviser may direct the Subadviser to effect
a specific percentage of a Portfolio's transactions in securities and other
investments to certain broker-dealers and futures commission merchants. In
designating the use of a particular broker-dealer or futures commission
merchant, the Adviser and Subadviser acknowledge:
(1) All brokerage transactions are subject to best execution. As
such, Subadviser will use its best efforts to direct non-risk
commission transactions to a particular broker-dealer or futures
commission merchant designated by the Adviser provided that the
Subadviser obtains best execution;
(2) Such direction may result in the Subadviser paying a higher
commission, depending upon the Subadviser's arrangements with the
particular broker-dealer or futures commission merchant, or such
other factors as market conditions, share values, capabilities of
the particular broker-dealer or futures commission merchant,
etc.;
(3) If the Subadviser directs payments of an excessive amount of
commissions, the executions may not be accomplished as rapidly.
In addition, the Subadviser may forfeit the possible advantage
derived from the aggregation of multiple orders as a single
"bunched" transaction where Subadviser would, in some instances,
be in a better position to negotiate commissions; and
(4) Subadviser does not make commitments to allocate fixed or
definite amounts of commissions to brokers. As such the
Subadviser may be unable to fulfill the Adviser's request for
direction due to the reasons stated above.
3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not be entitled to
receive any payment from the Trust and shall look solely and exclusively to the
Adviser for payment of all fees for the services rendered, facilities furnished
and expenses paid by it hereunder. As full compensation for the Subadviser under
this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual
rates set forth in Schedule A hereto with respect to the assets managed by the
Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily
and paid monthly as soon as practicable after the end of each month (i.e., the
applicable annual fee rate divided by 365 applied to each prior days' net assets
in order to calculate the daily accrual). For purposes of calculating the
Subadviser's fee, the average daily net asset value of a Portfolio shall mean
the average daily net assets for which the Subadviser actually provides advisory
services, and shall be determined by taking an average of all determinations of
such net asset value during the month. If the Subadviser shall provide its
services under this Agreement for less than the whole of any month, the
foregoing compensation shall be prorated.
4. OTHER SERVICES. At the request of the Trust or the Adviser, the
Subadviser in its discretion may make available to the Trust, office facilities,
equipment, personnel and other services in order to facilitate meetings or other
similar functions. Such office facilities, equipment, personnel and services
shall be provided for or rendered by the Subadviser and billed to the Trust or
the Adviser at the Subadviser's cost.
5. REPORTS. The Trust, the Adviser and the Subadviser agree to furnish to
each other, if applicable, current prospectuses, statements of additional
information, proxy statements, reports of shareholders, certified copies of
their financial statements, and such other information with regard to their
affairs and that of the Trust as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the Adviser
and the Trust are not to be deemed exclusive, and the Subadviser shall be free
to render similar services to others so long as its services to the Trust are
not impaired thereby. The Subadviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
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7. ADVERTISING. Subadviser shall not provide or in any way distribute any
sales or advertising materials, whether or not related to the Trust, to any
employee or representative of AIG SunAmerica Capital Services, Inc. ("SACS") or
its affiliates, including wholesaling personnel, unless such material has been
received and approved, in writing, by the Adviser.
8. PROXY VOTING. The Adviser will vote proxies relating to the Portfolio's
securities. The Adviser will vote all such proxies in accordance with such proxy
voting guidelines and procedures adopted by the Board of Trustees. The Adviser
may, on certain non-routine matters, consult with the Subadviser before voting
proxies relating to the Portfolio's securities. The Adviser will instruct the
custodian and other parties providing services to the Trust promptly to forward
to the proxy voting service copies of all proxies and shareholder communications
relating to securities held by each Portfolio (other than materials relating to
legal proceedings).
9. CERTAIN RECORDS. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio(s) that are required to
be maintained by the Trust pursuant to the requirements of Rule 31a-1 of that
Act. Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are
prepared or maintained by the Subadviser on behalf of the Trust.
The Subadviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby shall be subject at any time,
and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Trust's auditors,
the Trust or any representative of the Trust, the Adviser, or any governmental
agency or other instrumentality having regulatory authority over the Trust.
10. REFERENCE TO THE SUBADVISER. Neither the Trust nor the Adviser or any
affiliate or agent thereof shall make reference to or use the name of the
Subadviser or any of its affiliates in any advertising or promotional materials
without the prior approval of the Subadviser, which approval shall not be
unreasonably withheld.
11. LIABILITY OF THE SUBADVISER. (a) In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
("disabling conduct") hereunder on the part of the Subadviser (and its officers,
directors/trustees, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Subadviser) the Subadviser shall not
be subject to liability to the Adviser (and its officers, directors/trustees,
agents, employees, controlling persons, shareholders and any other person or
entity affiliated with the Adviser) or to the Trust (and its officers,
directors/trustees, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with the Trust) for any act or omission in the
course of, or connected with, rendering services hereunder, including without
limitation, any error of judgment or mistake of law or for any loss suffered by
any of them in connection with the matters to which this Agreement relates,
except to the extent specified in Section 36(b) of the Act concerning loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services. Except for such disabling conduct, the Adviser shall
indemnify the Subadviser (and its officers, directors, partners, agents,
employees, controlling persons, shareholders and any other person or entity
affiliated with the Subadviser) from any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses)
arising from Subadviser's rendering of services under this Agreement.
(b) The Subadviser agrees to indemnify and hold harmless the Adviser
(and its officers, directors/trustees, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the Adviser) and/or
the Trust (and its officers, directors/trustees, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with the Trust)
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which the Adviser and/or the
Trust and their affiliates or such directors/trustees, officers or controlling
person may become subject under the Act, the 1933 Act, under other statutes,
common law or otherwise, which arise from the Subadviser's disabling conduct,
including but not limited to any material failure by the Subadviser to comply
with the provisions and representations and warranties set forth in Section 1 of
this Agreement; provided, however, that in no case is the Subadviser's indemnity
in favor of any person deemed to protect such other persons against any
liability to which such person would otherwise be subject by reasons of willful
misfeasance, bad faith, or gross negligence in the performance of his, her or
its duties or by reason of his, her or its reckless disregard of obligations and
duties under this Agreement.
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12. PERMISSIBLE INTERESTS. Trustees and agents of the Trust are or may be
interested in the Subadviser (or any successor thereof) as directors/trustees,
partners, officers, or shareholders, or otherwise; directors/trustees, partners,
officers, agents, and shareholders of the Subadviser are or may be interested in
the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or
may be interested in the Trust in some manner.
13. TERM OF THE AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until two years from the date hereof, and
from year to year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Portfolio voting separately from any other
series of the Trust.
With respect to each Portfolio, this Agreement may be terminated at
any time, without payment of a penalty by the Portfolio or the Trust, by vote of
a majority of the Trustees, or by vote of a majority of the outstanding voting
securities (as defined in the Act) of the Portfolio, voting separately from any
other series of the Trust, or by the Adviser, on not less than 30 nor more than
60 days' written notice to the Subadviser. With respect to each Portfolio, this
Agreement may be terminated by the Subadviser at any time, without the payment
of any penalty, on 90 days' written notice to the Adviser and the Trust;
provided, however, that this Agreement may not be terminated by the Subadviser
unless another subadvisory agreement has been approved by the Trust in
accordance with the Act, or after six months' written notice, whichever is
earlier. The termination of this Agreement with respect to any Portfolio or the
addition of any Portfolio to Schedule A hereto (in the manner required by the
Act) shall not affect the continued effectiveness of this Agreement with respect
to each other Portfolio subject hereto. This Agreement shall automatically
terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the Advisory
Agreement by and between the Trust and the Adviser is terminated.
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
15. AMENDMENTS. This Agreement may be amended by mutual consent in writing,
but the consent of the Trust must be obtained in conformity with the
requirements of the Act.
16. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions of the Act. To the
extent the applicable laws of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the Act, the latter shall
control.
17. PERSONAL LIABILITY. The Declaration of the Trust establishing the Trust
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and, in accordance with that Declaration, no
Trustee, shareholder, officer, employee or agent of the Trust shall be held to
any personal liability, nor shall resort be had to their private property for
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust, but the "Trust Property," as defined in the Declaration,
only shall be liable.
18. SEPARATE SERIES. Pursuant to the provisions of the Declaration, each
Portfolio is a separate series of the Trust, and all debts, liabilities,
obligations and expenses of a particular Portfolio shall be enforceable only
against the assets of that Portfolio and not against the assets of any other
Portfolio or of the Trust as a whole.
19. NOTICES. All notices shall be in writing and deemed properly given when
delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
Subadviser: [NAME ADDRESS]
Adviser: AIG SunAmerica Asset Management Corp.
Harborside Financial Center
3200 Plaza 5
Jersey City, NJ 07311
Attention: Gregory N. Bressler
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Senior Vice President and
General Counsel
with a copy to: AIG Retirement Services, Inc.
1 SunAmerica Center
Century City
Los Angeles, CA 90067-6022
Attention: Chad E. Fickett
Assistant Secretary of Seasons Series Trust
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of the date first above
written.
AIG SUNAMERICA ASSET MANAGEMENT CORP.
By:
------------------------------------
Name: Peter A. Harbeck
Title: President and Chief Executive
Officer
[NAME OF SUBADVISER]
By:
------------------------------------
Name: [NAME]
Title: [TITLE]
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SCHEDULE A
ANNUAL FEE
(AS A PERCENTAGE OF THE AVERAGE
DAILY NET ASSETS THE SUBADVISER
PORTFOLIO(S) MANAGES IN THE PORTFOLIO)
------------ -------------------------------
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[FORM OF]
AMENDMENT NO. [#] TO SUBADVISORY AGREEMENT
This AMENDMENT NO. [#] TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of __________________ by and between AIG SUNAMERICA ASSET
MANAGEMENT CORP. [(formerly known as SunAmerica Asset Management Corp.)], a
Delaware corporation (the "Adviser"), and [NAME OF SUBADVISER], a
_________________ corporation [/or type of entity] (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business
trust (the "Trust"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, as amended from time to time (the
"Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Trust, and
pursuant to it which the Adviser may delegate one or more of its duties to a
subadviser pursuant to a written subadvisory agreement; and
WHEREAS, the Adviser and Subadviser are parties to that certain Subadvisory
Agreement dated [DATE], with respect to the Trust; and
WHEREAS, the parties wish to amend the Subadvisory Agreement as set forth
below; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Section 2(a) of the Subadvisory Agreement is amended to delete the
underlined portion of the following sentence contained therein:
In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T)
thereunder, and subject to any other applicable laws and regulations
including Section 17(e) of the Act and Rule 17e-1 thereunder, the
Subadviser may engage its affiliates, the Adviser and its affiliates or any
other subadviser to the Trust and its respective affiliates, as
broker-dealers or futures commission merchants to effect portfolio
transactions in securities and other investments for a Portfolio, provided,
however, that for each Portfolio the average annual percentage of portfolio
transactions which are engaged in with the Subadviser's affiliates, the
Adviser and its affiliates or any other subadviser to the Trust and its
respective affiliates, may not exceed 25% of the Portfolio's total
transactions in securities and other investments during the Trust's fiscal
year.
2. The first sentence of Section 2(b) of the Subadvisory Agreement shall be
amended to delete the words "and rewarding sales or distribution."
3. Paragraph [#] to the Subadvisory Agreement, titled Proxy Voting, is
deleted in its entirety and replaced with the following paragraph:
[#]. PROXY VOTING. The Adviser will vote proxies relating to the
Portfolio's securities. The Adviser will vote all such proxies in
accordance with such proxy voting guidelines and procedures adopted by the
Board of Trustees. The Adviser may, on certain non-routine matters, consult
with the Subadviser before voting proxies relating to the Portfolio's
securities. The Adviser will instruct the custodian and other parties
providing services to the Trust promptly to forward to the proxy voting
service copies of all proxies and shareholder communications relating to
securities held by each Portfolio (other than materials relating to legal
proceedings).
4. The following new paragraph shall be added to the Subadvisory Agreement:
[#]. CONFIDENTIALITY. The Subadviser will not disclose or use any
records or information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized in this Agreement or as
reasonably required to execute transactions on behalf of the Portfolios,
and will keep confidential any non-
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public information obtained directly as a result of this service
relationship, and the Subadviser shall disclose such non-public information
only if the Adviser or the Board of Trustees has authorized such disclosure
by prior written consent, or if such information is or hereafter otherwise
is known by the Subadviser or has been disclosed, directly or indirectly,
by the Adviser or the Trust to others, becomes ascertainable from public or
published information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state regulatory
authorities, self regulatory organizations, or to the extent such
disclosure is necessary for employees of the Subadviser to carry out its
duties on behalf of the Portfolio(s) as contemplated by this Agreement.
Notwithstanding the foregoing, the Subadviser may disclose the total return
earned by the Portfolios and may include such total return in the
calculation of composite performance information.
5. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
6. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants,
and conditions of the Agreement shall remain unchanged and shall continue to be
in full force and effect.
7. MISCELLANEOUS. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Subadvisory Agreement.
IN WITNESS WHEREOF, the parties have caused their respective duly authorized
officers to execute this Amendment as of the date first above written.
AIG SUNAMERICA ASSET MANAGEMENT CORP. [NAME OF SUBADVISER]
By: By:
--------------------------------- ------------------------------------
Name: Peter A. Harbeck Name:
Title: President and Chief Executive ----------------------------------
Officer Title:
---------------------------------
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