0000950123-10-047895 Sample Contracts

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • May 11th, 2010 • Seasons Series Trust

This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of January 1, 1999, as amended January 12, 1999, May 23, 2000, November 29, 2000, September 24, 2001, February 14, 2005, October 3, 2005, October 2, 2006 and January 19, 2010 between SEASONS SERIES TRUST, a Massachusetts business trust (the “Trust”) and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser” or “SAAMCo”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • May 11th, 2010 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of March 29, 2010 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PINEBRIDGE INVESTMENTS, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • May 11th, 2010 • Seasons Series Trust

This AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT is effective as of October 1, 2009, by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and JANUS CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • May 11th, 2010 • Seasons Series Trust

This AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT is dated as of December 1, 2009, by and between SUNAMERICA ASSET MANAGEMENT CORP., formerly known as AIG SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”), and WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts limited liability partnership (the “Subadviser”).

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