0001193125-17-231334 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 19th, 2017 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of February 6, 2017 by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the “Subadviser”).

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SUB-SUBADVISORY AGREEMENT FOR SUNAMERICA SERIES TRUST
Sub-Subadvisory Agreement • July 19th, 2017 • Seasons Series Trust • Delaware

THIS AGREEMENT is made as of this 6th day of February, 2017, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a corporation organized under the laws of the State of Delaware with its principal place of business at 875 Third Avenue, 22nd Floor, New York 10022, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a UK corporation with its principal place of business at 31 Gresham Street, London, UK EC2V 7QA.

AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • July 19th, 2017 • Seasons Series Trust

This AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT (“Amendment”) dated July 29, 2016 is by and between Seasons Series Trust (the “Trust”), on behalf of the Class 2 and Class 3 shares of its separately designated series, (each, a “Portfolio”), and The Variable Annuity Life Insurance Company (the “Life Company”). The Trust and the Life Company are collectively referred to as the “Parties.”

AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • July 19th, 2017 • Seasons Series Trust

This AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT is dated as of February 6, 2017, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Subadviser”).

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