0000950129-04-004823 Sample Contracts

WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
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AND
Seasons Series Trust • July 14th, 2004

DUTIES OF SUBADVISER. Adviser hereby engages the services of Subadviser in furtherance of its Investment Advisory and Management Agreement with Seasons Series Trust (the "Trust") dated as of August 8, 1996, as amended from time to time. Pursuant to this Sub-Advisory Agreement and subject to the oversight and review of Adviser, Subadviser will manage the investment and reinvestment of a portion of the assets of the portfolio or portfolios (the "Portfolio(s)") listed on Schedule A attached hereto. In this regard, Subadviser will determine in its discretion the securities to be purchased or sold, will provide Adviser with records concerning its activities which Adviser or the Trust is required to maintain, and will render regular reports to Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in complian

WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • Delaware
WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
AND
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust

DUTIES OF SUBADVISER. Adviser hereby engages the services of Subadviser in furtherance of its Investment Advisory and Management Agreement with Seasons Series Trust (the "Trust") dated as of August 8, 1996, as amended from time to time. Pursuant to this Sub-Advisory Agreement and subject to the oversight and review of Adviser, Subadviser will manage the investment and reinvestment of a portion of the assets of the portfolio or portfolios (the "Portfolio(s)") listed on Schedule A attached hereto. In this regard, Subadviser will determine in its discretion the securities to be purchased or sold, will provide Adviser with records concerning its activities which Adviser or the Trust is required to maintain, and will render regular reports to Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in complian

WITNESSETH:
Subadvisory Agreement • July 14th, 2004 • Seasons Series Trust • New York
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