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SEASONS SERIES TRUST
PLAN PURSUANT TO RULE 18F-3
Seasons Series Trust (the "Trust") hereby adopts this plan pursuant to
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), setting forth the separate arrangement and expense allocation of each
class of shares. Any material amendment to this plan is subject to prior
approval of the Board of Trustees, including a majority of the disinterested
Trustees.
CLASS CHARACTERISTICS
CLASS A SHARES: Class A shares are not subject to any fee (sales,
distribution, service or other fee) pursuant to Rule 12b-1
under the 1940 Act.
CLASS B SHARES: Class B shares are subject a service fee pursuant to Rule
12b-1 under the 1940 Act payable at the annual rate of up to
0.15% of the average daily net assets of the class.
INCOME AND EXPENSE ALLOCATIONS
Income, any realized and unrealized capital gains and losses, and
expenses not allocated to a particular class, will be allocated to each
class on the basis of the total value of each class of shares in
relation to the total value of each class of shares of each series of
the Trust (each a "Portfolio" and collectively, the "Portfolios").
DIVIDENDS AND DISTRIBUTIONS
Dividends and other distributions paid by each Portfolio to each class
of shares, to the extent paid, will be paid on the same day and at the
same time, and will be determined in the same manner and will be in the
same amount, except that the amount of the dividends and other
distributions declared and paid by a particular class may be different
from that paid by another class because of Rule 12b-1 fees and other
expenses borne exclusively by that class.
GENERAL
A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and
shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class.
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B. On an ongoing basis, the Trustees, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the
Trust for the existence of any material conflicts among the interests
of its several classes. The Trustees, including a majority of the
disinterested Trustees, shall take such action as is reasonably
necessary to eliminate any such conflicts that may develop. SunAmerica
Asset Management Corp., the Trust's investment manager and adviser,
will be responsible for reporting any potential or existing conflicts
to the Trustees.
C. For purposes of expressing an opinion on the financial statements of
the Trust, the methodology and procedures for calculating the net asset
value and dividends/distributions of the classes and the proper
allocation of income and expenses among such classes will be examined
annually by the Trust's independent auditors who, in performing such
examination, shall consider the factors set forth in the relevant
auditing standards adopted, from time to time, by the American
Institute of Certified Public Accountants and Financial Accounting
Standards Board.
D. The separate arrangement and expense allocation of each class of
shares outlined herein apply only at the Trust level. Fee and expenses
incurred in connection with contracts that offer the Trusts' shares
are not reflected under this Plan.
Dated: August 22, 2000
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