0001193125-15-256108 Sample Contracts

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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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.”

FORM OF] SUBADVISORY AGREEMENT
Subadvisory Agreement • July 17th, 2015 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of July 29, 2015 by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC, a Minnesota limited liability company (the “Subadviser”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • July 17th, 2015 • Seasons Series Trust • New York

This FEE WAIVER AGREEMENT is dated as of July 29, 2015, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser” or “SAAMCo”), and SEASONS SERIES TRUST, a Massachusetts business trust (the “Trust”).

ADVISORY FEE WAIVER AGREEMENT SEASONS SERIES TRUST International Equity Portfolio
Fee Waiver Agreement • July 17th, 2015 • Seasons Series Trust • New York

This ADVISORY FEE WAIVER AGREEMENT, effective as of December 1, 2014, is by and between SunAmerica Asset Management, LLC (the “Adviser”) and Seasons Series Trust (the “Trust”), on behalf of the International Equity Portfolio (the “Portfolio”).

AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • July 17th, 2015 • Seasons Series Trust

This AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT is dated as of October 17, 2014, by and between SUNAMERICA ASSET MANAGEMENT, LLC , a Delaware corporation (the “Adviser”), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • July 17th, 2015 • Seasons Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of October 24, 2014 by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Subadviser”).

FIRST AMENDMENT TO PARTICIPATION AGREEMENT AMONG AMERICAN GENERAL LIFE INSURANCE COMPANY AND SEASONS SERIES TRUST
Participation Agreement • July 17th, 2015 • Seasons Series Trust

(“Amendment”) effective as of August 1, 2014 amends the Participation Agreement dated as of April 30, 2013 (the “Agreement”), among AMERICAN GENERAL LIFE INSURANCE COMPANY (the “Company”), on its own behalf and on behalf of the Variable Separate Accounts and/or Separate Accounts of the Company set forth on Appendix A of the Agreement (“Separate Accounts”) and SEASONS SERIES TRUST (the “Trust”) (each, a “Party” and collectively, the “Parties”). All capitalized terms not otherwise defined in this Amendment shall have the same as ascribed in the Agreement.

FEE WAIVER AGREEMENT
Fee Waiver Agreement • July 17th, 2015 • Seasons Series Trust • New York

This FEE WAIVER AGREEMENT is dated as of July 29, 2015, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser” or “SAAMCo”), and SEASONS SERIES TRUST, a Massachusetts business trust (the “Trust”).

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