0000950130-10-000975 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • May 28th, 2010 • Sunamerica Income Funds • New York

This SUBADVISORY AGREEMENT is dated as of September 15, 2009, by and between 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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SUBADVISORY AGREEMENT
Subadvisory Agreement • May 28th, 2010 • Sunamerica Income Funds • New York

This SUBADVISORY AGREEMENT is dated as of March 26, 2010 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PINEBRIDGE INVESTMENTS LLC, a Delaware limited liability company (the “Subadviser”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • May 28th, 2010 • Sunamerica Income Funds • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment and Assumption Agreement”) is dated as of December 31, 2009 among AIG Global Investment Corp. (“AIGGIC”), a New Jersey corporation and an indirect wholly owned subsidiary of American International Group, Inc. (“AIG”), AIG Asset Management (U.S.), LLC (“AMG”), a Delaware limited liability company and an indirect wholly owned subsidiary of AIG, and SunAmerica Asset Management Corp. (“SAAMCo”), a Delaware corporation.

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