PRE 14C, 2001-01-19
Previous: FIRST SIERRA RECEIVABLES II INC, 8-K, EX-99.1, 2001-01-19


Information Statement Pursuant to Section 14 (c) of the Securities
Exchange Act of 1934
(Amendment No.     )

Check the appropriate box:

[X]      Preliminary Information Statement
[ ]      Confidential, for Use of the Commission Only
         (as permitted by Rule 14c-5 (d) (2))
[ ]      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:


         2)      Form, Schedule or Registration Statement No.:


         3)      Filing Party:


         4)      Date Filed:




                                                 January 29, 2001

Dear Contract Owners:

The  enclosed  information  statement  is being  provided to Seasons  Select and
Seasons Select II Variable  Annuity contract owners invested in the Focus Growth
and Focus Growth and Income  Portfolios  (the  "Portfolios")  of Seasons  Series
Trust  in  connection   with  the  change in  control  of one of the Portfolios'
subadvisers, Marsico Capital Management, LLC ("Marsico").

As a matter  of  regulatory  compliance,  we are  sending  you this  information
statement  which  describes  the  management  structure of the  Portfolios,  the
ownership of Marsico,  and the terms of the  Subadvisory  Agreement with Marsico
which the Trustees have approved.

Please feel free to call your financial  adviser or to call us at (800) 445-7862
should you have any questions on the enclosed  information  statement.  We thank
you for your  continued  interest  in the Seasons  Select and Seasons  Select II
Variable Annuity.


                                                          /s/ Scott H. Richland

                                                          Scott H. Richland
                                                          Vice President


                              SEASONS SERIES TRUST
                             FOCUS GROWTH PORTFOLIO
                                 P.O. BOX 54299
                       LOS ANGELES, CALIFORNIA 90054-0299

                              INFORMATION STATEMENT

     This  information  statement  is being  provided to the Seasons  Select and
Seasons Select II Variable  Annuity contract owners invested in the Focus Growth
and Focus Growth and Income Portfolios (each, a "Portfolio,"  collectively,  the
"Portfolios")  of Seasons  Series Trust  ("Seasons" or the "Trust") in lieu of a
proxy  statement,  pursuant to the terms of an exemptive order Seasons  received
from the  Securities  and Exchange  Commission  which permits  SunAmerica  Asset
Management Corp.  ("SunAmerica" or the "Adviser") to hire new subadvisers and 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 Seasons.

                      ARE REQUESTED NOT TO SEND US A PROXY.

     This  information  statement  will be mailed on or about  January 29, 2001.
Copies  of the most  recent  annual  and  semi-annual  reports  of  Seasons  are
available without charge and may be obtained by writing to the Trust at P.O. Box
54299, Los Angeles, California 90054-0299 or by calling (800) 445-7862.


     On January 2, 2001, Marsico Capital Management, LLC ("Marsico") underwent a
change of control  whereby Bank of America  Corporation  ("Bank of America"),  a
Delaware  corporation  entered into an  agreement  to increase its  ownership of
Marsico to 100%. Prior to the transaction,  Bank of America owned 50% of Marsico
through its ownership of Marsico  Management  Holdings,  LLC. The closing of the
transaction (the "Closing") constituted an "assignment," as that term is defined
in Section 2(a)(4) of the Investment  Company Act of 1940, as amended (the "1940
Act"),  and  consequently a termination  of the  Subadvisory  Agreement  between
SunAmerica,  the investment adviser and manager, and Marsico with respect to the


     The Portfolios are separate  investment series of Seasons,  a Massachusetts
business  trust.  The Trust entered into an Investment  Advisory  Agreement (the
"Advisory  Agreement")  with SunAmerica on January 1, 1999, as amended from time
to time.  SunAmerica  selects the  subadvisers  for the  Portfolios,  may manage
certain portions of the Portfolios, provides various administrative services and
supervises the Portfolios' daily business affairs,  subject to general


review by the Trustees.  The Advisory Agreement authorizes  SunAmerica to retain
the  subadvisers  for the  Portfolios or portions  thereof for which it does not
manage the assets.  SunAmerica  selects the subadvisers it believes will provide
the Portfolios with the highest quality  investment  services,  while obtaining,
within the  Portfolios'  overall  investment  objective,  a distinct  investment
style.  SunAmerica  monitors the activities of the subadviser  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 act pursuant to agreements  with  SunAmerica.
Their duties include  furnishing  continuing advice and  recommendations  to the
relevant  portion of their  respective  Portfolios  regarding  securities  to be
purchased and sold.  The  subadviser is independent of SunAmerica and discharges
its  responsibilities  subject to the policies of the Trustees and the oversight
and supervision of SunAmerica,  which pays the subadviser's fees. The Portfolios
do not  pay  fees  directly  to the  subadviser.  However,  in  accordance  with
procedures   adopted  by  the  Trustees,   a  subadviser  may  effect  portfolio
transactions  through  an  affiliated  broker-dealer,  acting  as  agent  not as
principal,   and  receive  brokerage  commissions  in  connection  therewith  as
permitted by Section 17(e) of the 1940 Act, as amended, the rules thereunder and
other applicable securities laws.


     Pursuant to the Subadvisory  Agreement between SunAmerica and Marsico dated
May 23, 2000, as amended November 29, 2000 (the "Previously Existing Subadvisory
Agreement"),  Marsico was serving as one of the  subadvisers to the Focus Growth
and Focus  Growth  and  Income  Portfolios.  As  required  by the 1940 Act,  the
Previously  Existing  Subadvisory  Agreement provided for automatic  termination
upon its assignment.  As described  above, the Closing resulted in an assignment
of the Previously Existing Agreement.  Accordingly, at the Board meeting held on
November  29, 2000,  the  Trustees  approved a new  Subadvisory  Agreement  with
Marsico  (the "New  Subadvisory  Agreement")  which  became  effective as of the
Closing. The New Subadvisory Agreement is identical in all material respects to,
and is  essentially  a  continuation  of, the  Previously  Existing  Subadvisory

     Under the Advisory  Agreement,  the annual rates of the investment advisory
fees payable to SunAmerica  for each of the  Portfolios is 1.00% of Assets.  The
term "Assets" means the average daily net assets of the  respective  Portfolios.
This fee is accrued daily and paid monthly, and may be higher than those charged
to other mutual funds.

     The  New   Subadvisory   Agreement   between   Marsico  and  SunAmerica  is
substantially  similar  in form  and in  substance  to the  Previously  Existing
Agreement,  in that it (i) provides for the  Subadviser to manage the portion of
the relevant portfolio  allocated to it on a discretionary  basis, (ii) provides
for the Adviser to compensate the Subadviser for its services,  (iii) authorizes
the Subadviser to select the brokers or dealers to effect portfolio transactions
for the  Portfolios,  and  (iv)  requires  the  Subadviser  to  comply  with the
Portfolios'  investment  policies and  restrictions and with applicable law. The
New  Subadvisory   Agreement  will  not  result  in  any  increase  in  fees  to
shareholders.  A form of the  New  Subadvisory  Agreement  is  attached  to this
information statement as Exhibit A.



     Marsico is a Delaware limited  liability  company with principal offices at
1200 17th Street,  Denver,  Colorado  80202. As of December 31, 2000 Marsico had
approximately $14.9 billion in assets under management.

     Marsico's  investment   management  objective  is  to  provide  consistent,
superior  absolute  returns  through a combination of creative idea  generation,
intensive research and a rigorous buy/sell discipline. Marsico seeks to identify
companies  with high potential for strong  earnings  growth by focusing on those
companies with long-term success potential in changing  industries,  with strong
brand  franchises  that can be leveraged in a changing global  environment,  and
that are moving with the major social, economic and cultural shifts taking place
globally.  Once an investment idea emerges,  Marsico  subjects it to a detailed,
disciplined  process that includes both  top-down and bottom-up  elements.  They
analyze the  economic,  political  and social  factors  that enhance a company's
ability to produce  consistent  growth in real terms as well as the fundamentals
of a company to determine its present and future value.

     Marsico uses a risk management discipline in deciding when to sell a stock.
They review negative changes in their original  rationale for owning a stock and
adverse  changes  in the  competitive,  regulatory  and  economic  environments.
However, Marsico is careful to distinguish between temporary corrective setbacks
and  structural  changes.  They  maintain an  extensive  network of contacts who
provide early alerts to changes that may affect Marsico's  positions.  They call
upon  these  contacts  as a  routine  part  of  a  systematic  portfolio  review
discipline  which  subjects  each  holding to constant  analysis of  performance
against expectations and benchmarks.

     Marsico encourages  "out-of-the-box"  thinking as an approach to investing.
This entails a non-linear  approach to the  generation of  investment  ideas and
strategies,  actively seeking information and relationships not obvious to other
investors  and analysts.  Marsico  gathers  insight from a company's  suppliers,
customers,   competitors  and  critics  beyond  the  information  obtained  from
financial ratios and analyst meetings,  believing that the best investment ideas
often  are  immune to  traditional  Wall  Street  orthodoxies,  especially  in a
company's early stages when they stand to do the investor most good.

     The  names  and  principal  occupations  of  the  Directors  and  Principal
Executive  Officers of Marsico are set forth below. The business address of each
Director  and  Principal  Executive  Officer is 1200 17th  Street,  Suite  1300,
Denver, CO 80202.

NAME                          POSITION
Christie L. Austin .......... Vice President and Chief Financial Officer
Barbara M. Japha ............ President
Robert J. Lojkovic .......... Executive Vice President and Director of Marketing
Christopher J. Marsico ...... Vice President and Chief Operating Officer
Thomas F. Marsico ........... Chairman and Chief Executive Officer
Mary L. Watson .............. Vice President of Client Services



     In approving the New Subadvisory  Agreement described herein, the Trustees,
at an in-person meeting held on November 29, 2000,  considered  certain factors,
including (i) the nature and quality of the services  expected to be rendered by
Marsico, including the credentials and investment experience of its officers and
employees;  (ii) Marsico's  investment  approach and management style,  which is
expected to compliment the other  investment  managers of the Portfolios;  (iii)
the structure of Marsico and its ability to provide services,  based on both its
financial  condition as well as its  performance  record;  (iv) a comparison  of
Marsico's  subadvisory fee with those of other advisers;  and (v) indirect costs
and benefits of providing such  subadvisory  services.  The Trustees  determined
that  the  engagement  of  Marsico  as  subadviser  for the  Portfolios  and the
subadvisory  fees  were  reasonable,  fair  and in  the  best  interests  of the
Portfolios and its shareholders.


     The Trust is not  required to hold annual  meetings  of  shareholders  and,
therefore, it cannot be determined when the next meeting of shareholders will be
held.  Shareholder  proposals  to be  considered  for  inclusion  in  the  proxy
statement for the next meeting of shareholders must be submitted at a reasonable
time before the proxy statement is mailed.  Whether a proposal submitted will be
included in the proxy statement will be determined in accordance with applicable
state and federal law.

                                          By Order of the Trustees,

                                          /s/ Robert M. Zakem

                                          Robert M. Zakem
                                          Vice President and Assistant Secretary

Dated:   January 29, 2001


                                                                       EXHIBIT A

                              SUBADVISORY AGREEMENT

          This  SUBADVISORY  AGREEMENT  is dated as of January  2, 2001,  by and
between   SUNAMERICA  ASSET  MANAGEMENT  CORP.,  a  Delaware   corporation  (the
"Adviser"),  and MARSICO CAPITAL  MANAGEMENT,  LLC, a Delaware Limited Liability
Company (the "Subadviser").


     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

     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,  par value $.01 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 or portfolios 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.  (a) 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 a portion of the assets of each Portfolio listed
on Schedule A attached hereto. The Subadviser will determine,  in its discretion
and subject to the  oversight  and review of the Adviser,  the  securities to be
purchased  or sold,  will  provide  the  Adviser  with  records  concerning  its
activities  which the  Adviser or the Trust is required  to  maintain,  and will
render regular  reports to the Adviser and to officers and Trustees of the Trust
concerning its discharge of the foregoing responsibilities. The Subadviser shall
discharge the foregoing  responsibilities subject to the control of the officers
and the  Trustees  of the Trust and in  compliance  with  such  policies  as the
Trustees of the Trust may from time to time  establish,  and in compliance  with
(a) the objectives,  policies, and limitations for the Portfolio(s) 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 the
portion  of  assets  allocated  to it of each of the  Portfolios  set  forth  in
Schedule A will at all times be operated and managed in compliance  with (a) all
applicable federal and state laws, including securities, commodities and banking
laws,  governing  its  operations  and  investments;   (b)  the  diversification
requirements  specified  in the Internal  Revenue  Service's  regulations  under
Section 817(h) of the Internal  Revenue Code of 1986, as amended (the "Code") so
as not to jeopardize  the treatment of the Seasons  variable  annuity  contracts
issued  by  Variable  Annuity  Account  Five  (File  No.  33-08859;  hereinafter
"Contracts")  as  annuity  contracts  for  purposes  of the  Code;  and  (c) the
provisions of the Act and rules adopted thereunder.  The Adviser agrees that it,
and not the  Subadviser,  shall be solely  responsible  for  insuring  that each
Portfolio set forth in Schedule A managed by the  Subadviser  (i) qualifies as a
"regulated  investment  company" under  Subchapter M, chapter I of the Code; and
(ii)  complies  with any  limits  in its  current  prospectus  or  statement  of
additional information concerning  concentration of investments or the amount of
assets  that may be  invested by the  Portfolio  in any one or more  securities.
Should the  Adviser  determine  that the  Portfolio  is not in  compliance  with
Subchapter  M,  chapter  I  of  the  Code,  the  Subadviser   agrees  to  follow
instructions  of the  Adviser to remedy  such  non-compliance.  Subadviser  also
agrees to 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  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.

          (b)  The  Subadviser  agrees:  (i) 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 (ii) from time to time and upon  reasonable  request,  to supply evidence of
such coverage to the Adviser.

     2.   PORTFOLIO   TRANSACTIONS.   (a)  The  Subadviser  is  responsible  for
decisions to buy or sell  securities and other  investments for a portion of 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  judgement,  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
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,

          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
portion  of 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.

     7.   CERTAIN  RECORDS.  The  Subadviser  hereby  undertakes  and  agrees to
maintain,  in the form and for the period  required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio(s) that are required to
be maintained by the Trust  pursuant to the  requirements  of Rule 31a-1 of 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 are the property
of the Trust and will be  surrendered  promptly  to the Trust or the  Adviser on

          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.

     8.   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.

     9.   LIABILITY   OF  THE   SUBADVISER.   (a)  In  the  absence  of  willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties  ("disabling  conduct")  hereunder on the part of the Subadviser (and its
officers,   directors/trustees,    agents,   employees,   controlling   persons,
shareholders and any other person or entity  affiliated with the Subadviser) the
Subadviser  shall not be subject to liability to the Adviser (and its  officers,
directors/trustees, agents, employees, controlling persons, shareholders and any
other  person or entity  affiliated  with the  Adviser) or to the Trust (and its
officers,   directors/trustees,    agents,   employees,   controlling   persons,
shareholders  and any other person or entity  affiliated with the Trust) for any
act or  omission  in the  course  of,  or  connected  with,  rendering  services
hereunder, including without limitation, any error of judgment or mistake of law
or for any loss suffered by any of them in connection  with the matters to which
this Agreement  relates,  except to the extent specified in Section 36(b) of the
Act  concerning  loss  resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services. Except for such disabling conduct, the
Adviser shall  indemnify the Subadviser  (and its officers,  directors/trustees,
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) against
any and all  losses,  claims,  damages,  liabilities  or  litigation  (including
reasonable legal and other expenses),  to which the Adviser or its affiliates or
such directors/trustees, officers or controlling person may become subject under
the 1933 Act,  under other  statutes,  at common law or otherwise,  which may be
based  upon  (i) any  disabling  conduct  or  breach  of this  Agreement  by the
Subadviser,  or (ii) any material  failure by the  Subadviser to comply with the
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  obligation  and  duties  under  this

          (c)  The  Subadviser  shall not be liable to the  Adviser  for (i) any
acts of the Adviser or any other subadviser to the Portfolio with respect to the
portion of the assets of a Portfolio not managed by Subadviser  and (ii) acts of
the  Subadviser  which  result  from or are  based  upon  acts  of the  Adviser,
including, but not limited to: (A), a failure of the Adviser to provide accurate
and current information with respect to any records maintained by Adviser or any
other  subadviser to a Portfolio,  which  records are not also  maintained by or
otherwise available to the Subadviser upon reasonable  request;  and (B) acts of
the Subadviser that were made in reasonable  reliance upon information  provided
to it by the  Adviser.  The Adviser  agrees  that  Subadviser  shall  manage the
portion of the  assets of a  Portfolio  allocated  to it as if it was a separate
operating  portfolio and shall comply with  subsections (a) and (b) of Section 1
of this  Subadvisory  Agreement  (including,  but not limited to, the investment
objectives,   policies  and   restrictions   applicable   to  a  Portfolio   and
qualifications of a Portfolio as a regulated  investment company under the Code)
only  with  respect  to the  portion  of  assets  of a  Portfolio  allocated  to
Subadviser.  The Adviser  shall  indemnify  the  Subadviser  (and its  officers,
directors/trustees,    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 the conduct of the Adviser,
the Trust and any other  subadviser with respect to the portion of a Portfolio's
assets not allocated to Subadviser.

     10.  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.

     11.  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.

     12.  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.

     13.  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.

     14.  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.

     15.  PERSONAL  LIABILITY.  The  Declaration of the Trust  establishing  the
Trust  (the  "Declaration"),  is on file in the office of the  Secretary  of the
Commonwealth  of  Massachusetts,  and, in accordance with that  Declaration,  no
Trustee,  shareholder,  officer, employee or agent of the Trust shall be held to
any personal  liability,  nor shall resort be had to their private  property for
satisfaction  of any  obligation  or claim or otherwise in  connection  with the
affairs of the Trust, but the "Trust Property" only shall be liable.

     16.  SEPARATE SERIES.  Pursuant to the provisions of the Declaration,  each
Portfolio  is a  separate  series  of the  Trust,  and all  debts,  liabilities,
obligations  and expenses of a particular  Portfolio  shall be enforceable  only
against  the assets of that  Portfolio  and not  against the assets of any other
Portfolio or of the Trust as a whole.


     17.  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:          Marsico Capital Management, LLC
                          1200 17th Street - Suite 1300
                          Denver, Colorado 80202

     Adviser:             SunAmerica Asset Management Corp.
                          The SunAmerica Center
                          733 Third Avenue, Third Floor
                          New York, NY 10017-3204
                          Attention: Robert M. Zakem
                                     Senior Vice President and
                                     General Counsel

     with a copy to:           SunAmerica Inc.
                               1 SunAmerica Center
                               Century City
                               Los Angeles, CA 90067-6022
                               Attention: Mallary Reznik


     IN  WITNESS  WHEREOF,   the  parties  have  caused  their  respective  duly
authorized  officers  to  execute  this  Agreement  as of the date  first  above

                                        SUNAMERICA ASSET MANAGEMENT CORP.

                                        By:  /s/ PETER A. HARBECK
                                             Name:  Peter A. Harbeck
                                             Title: President

                                        MARSICO CAPITAL MANAGEMENT, LLC

                                        By:   /s/ BARBARA M. JAPHA
                                              Name: Barbara M. Japha
                                              Title: President


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