Seasons Series Trust Sample Contracts

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Master Custodian Agreement • July 13th, 2006 • Seasons Series Trust • Massachusetts
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Subadvisory Agreement • July 14th, 2003 • Seasons Series Trust • New York
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Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
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Subadvisory Agreement • July 13th, 2006 • Seasons Series Trust • New York
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Fund Participation Agreement • April 1st, 1997 • Seasons Series Trust • California
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 27th, 2023 • Seasons Series Trust

This INDEMNIFICATION AGREEMENT (“Agreement”) is made this [__] day of [_______], and effective as of [_______], by and between each of the registered management investment companies listed on Schedule A of this Agreement (each, a “Fund” and together, the “Funds”) and [________] (the “Indemnitee”).

PARTICIPATION AGREEMENT
Participation Agreement • July 17th, 2015 • Seasons Series Trust • Texas

This PARTICIPATION AGREEMENT, made as of the 1st day of April, 2015, between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY (the “Company”, a life insurance company organized under the laws of the State of Texas, on behalf of itself and on behalf of the “Separate Account(s)” set forth on Appendix A) and SEASONS SERIES TRUST (the “Trust”), an open-end management investment company established pursuant to the laws of the Commonwealth of Massachusetts under an Amended and Restated Declaration of Trust dated March 26, 2014, which is composed of multiple investment series (“Portfolios”).

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Subadvisory Agreement • July 15th, 2005 • Seasons Series Trust • New York
SUBADVISORY AGREEMENT
Subadvisory Agreement • July 24th, 2019 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of May 1, 2019, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Subadviser”).

AND GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL, AN AFFILIATE OF GOLDMAN, SACHS & CO.
Subadvisory Agreement • February 1st, 1999 • Seasons Series Trust
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Subadvisory Agreement • July 13th, 2006 • Seasons Series Trust • New York
AGREEMENT AMONG THE NAMED INSUREDS
Joint Insured Bond Agreement • November 1st, 2024 • Seasons Series Trust

WHEREAS, pursuant to Regulation § 270.17g-1 of the Investment Company Act of 1940, as amended, every registered management investment company is required to maintain a fidelity bond covering all officers and employees of such investment company having access to securities or funds of the investment company; and

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • July 14th, 2011 • Seasons Series Trust • Arizona

This SHAREHOLDER SERVICES AGREEMENT (“Agreement”) dated March 7, 2011, is by and between Seasons Series Trust (the “Trust”), on behalf of the Class 2 and Class 3 shares of its separately designated series, listed on Schedule A (each, a “Portfolio”), and SunAmerica Annuity and Life Assurance Company (the “Life Company”). The Trust and the Life Company are collectively referred to as the “Parties.”

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • July 17th, 2015 • Seasons Series Trust • Arizona

This SHAREHOLDER SERVICES AGREEMENT (“Agreement”) dated April 1, 2015, is by and between Seasons Series Trust (the “Trust”), on behalf of the Class 2 and Class 3 shares of its separately designated series, listed on Schedule A (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.”

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Subadvisory Agreement • July 15th, 2005 • Seasons Series Trust • New York
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Subadvisory Agreement • February 1st, 1999 • Seasons Series Trust • New York
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Subadvisory Agreement • June 30th, 2000 • Seasons Series Trust • New York
MASTER TRANSFER AGENCY and SERVICE AGREEMENT AMONG VALIC RETIREMENT SERVICES COMPANY AND ANCHOR SERIES TRUST AND SEASON SERIES TRUST AND SUNAMERICA SERIES TRUST
Master Transfer Agency and Service Agreement • July 19th, 2013 • Seasons Series Trust

AGREEMENT made as of the 1st day of May, 2013, by and among Anchor Series Trust, a Massachusetts business trust, having a principal office at Harborside Financial Center, 3200 Plaza Five, Jersey City, New Jersey 07311, Seasons Series Trust, a Massachusetts business trust, having its principal office at One SunAmerica Center, Los Angeles, California 90067 and SunAmerica Series Trust, a Massachusetts business trust, having its principal office at One SunAmerica Center, Los Angeles, California 90067 (each, a “Trust” and collectively, the “Trusts”), and VALIC Retirement Services Company, a Texas corporation, having its principal office at 2929 Allen Parkway, Houston, Texas 77019 (the “Transfer Agent”). Each Trust is authorized to issue shares in separate series, with each series representing interests in a separate portfolio of securities and other assets (each, a Portfolio” and collectively, the “Portfolios”)

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of December 14, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and MARSICO CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 11th, 2007 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of December 1, 2006 by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and WESTERN ASSET MANAGEMENT COMPANY, a California corporation (the “Subadviser”).

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Subadvisory Agreement • June 30th, 2000 • Seasons Series Trust • New York
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Subadvisory Agreement • September 23rd, 2002 • Seasons Series Trust • New York
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement ) is made as of this 11th day of August, 2010, by and between Seasons Series Trust, a Massachusetts business trust (the Trust ), on behalf of the Focus...
Reorganization Agreement • May 27th, 2011 • Seasons Series Trust • Massachusetts

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement ) is made as of this 11th day of August, 2010, by and between Seasons Series Trust, a Massachusetts business trust (the Trust ), on behalf of the Focus Growth Portfolio (the Acquiring Fund ), and the Trust, on behalf of the Focus Growth and Income Portfolio (the Target Fund, and together with the Acquiring Fund, the Funds ). Each of the Acquiring Fund and Target Fund is designated as a legally separate series of the Trust. This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the Code ), and the Treasury Regulations promulgated thereunder. The reorganization will consist of: (i) the transfer of all of the assets of the Target Fund in exchange for Class 2 and Class 3 shares of the Acquiring Fund, as applicable ( Acquiring Fund Shares ); (ii) the assumption by the Acquirin

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Subadvisory Agreement • July 13th, 2006 • Seasons Series Trust • New York
AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., formerly known as SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”), and GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL (the “Subadviser”).

AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 16th, 2008 • Seasons Series Trust

This AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT is dated as of October 2, 2007, by and between AIG SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and CLEARBRIDGE ADVISORS, LLC, a Delaware limited liability company (the “Subadviser”).

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