Common use of Duties of the Subadviser Clause in Contracts

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses and statements of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed perform its responsibilities under this Agreement in compliance with all applicable federal and state laws governing its operations and investmentslaws;. Without limiting the foregoing, the Subadviser represents and warrants that its management of the Portfolios’ assets is designed to achieve the Portfolios’ (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser shall provide the Adviser information, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. Upon request, the Subadviser shall assist in the negotiation of all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes, and other contracts and agreements related to derivatives transactions and holdings in the Portfolios (each, a “Derivatives Agreement”). The Adviser acknowledges that it shall execute each such Derivatives Agreement and will have responsibility for complying with the terms and obligations of each such Derivatives Agreement. In instances in which the Adviser becomes party to a Derivatives Agreement executed by the Subadviser by signing a joinder agreement, the Adviser will be responsible for complying with the terms of such joinder agreement. The Adviser further acknowledges that it shall have sole responsibility for establishing, maintaining and monitoring any registrations and/or exemptions from registration with the Commodity Futures Trading Commission with respect to the Trust or the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser agrees is not the tax advisor, compliance, pricing or fund accounting agent for the Portfolios. Further, the Adviser acknowledges that Subadviser shall have no responsibility to maintain a level of errors and omissions or professional liability insurance coverage that is from time vote proxies with respect to time satisfactory companies whose securities are held in the Portfolios. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the Adviserpurchase, sale, or holding of securities by the Portfolios; provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establishestablish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation Corporation'scurrent prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund each Portfolio set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser's management of such election the assets of a Portfolio will be designed to achieve qualification by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of any excise tax pursuant its own affiliates and to Section 4982 of affiliated persons identified to it by the CodeAdviser. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth that, in Schedule A performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which offer the Portfolio(s) (1the “Contracts”) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the polices and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in that portion of the Portfolio(s) allocated to it by Adviser. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate’s acts, that if done by the Subadviser, would result in liability to the Subadviser. Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. Adviser has delivered or will deliver to Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Subadviser agrees to maintain a level also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of errors and omissions the Portfolios or professional liability insurance coverage that is from time to time satisfactory other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will cooperate with the Trust's administrator to manage each Portfolio in compliance with (1a) qualificationthe applicable provisions of Subchapter M, election and maintenance chapter 1 of such election by the Code ("Subchapter M") for each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of ; (b) the diversification requirements specified in the Internal Revenue Code Service's regulations under Section 817(h) of 1986, as amended the Code; (the "Code"), and (2) compliance with (ac) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust's current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the policies and procedures as adopted by the Trustees of the Trust as furnished to the Subadviser. The Subadviser shall furnish information readily available to it to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, policies and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants agrees to manage that portion of the assets of the Portfolio allocated to it (1) qualification, election and maintenance of such election by each Fund so that it qualifies to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) and applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished by the Subadviser expressly for use therein, such parts of such Registration Statement and any amendments or supplements thereto consisting of such statements or omissions will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a reasonable level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Advisercoverage.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth that, in Schedule A performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which offer the Portfolio(s) (1the "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust's current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the polices and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser's management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the SunAmerica Series Trust variable annuity contracts issued by Variable Separate Account and FS Variable Separate Account (File Nos. Without limiting the foregoing33-47473 and 33-85014, the Subadviser represents and warrants (1respectively; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute "written direction" thereof. The Adviser acknowledges and agrees that the Subadviser's compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio's shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio's investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, policies and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 1933, as amended, and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, policies and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants agrees to manage that portion of the assets of the Portfolio allocated to it (1) qualification, election and maintenance of such election by each Fund so that it qualifies to be treated as a "regulated investment company" under Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder; and (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such parts of such Registration Statement and any amendments or supplements thereto consisting of such statements or omissions will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a reasonable level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Advisercoverage.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which allocated to it manages of each of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth that, in Schedule A performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which offer the Portfolio(s) (1the “Contracts”) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the policies and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in that portion of the Portfolio(s) allocated to it by Adviser. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate’s acts, that if done by the Subadviser, would result in liability to the Subadviser. Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. Adviser has delivered or will deliver to Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Subadviser agrees to maintain a level also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of errors and omissions the Portfolios or professional liability insurance coverage that is from time to time satisfactory other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal the current prospectus and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance statement of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Codeadditional information. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to maintain a level it, may draw on the research and market expertise of errors its affiliate offices, including ▇▇▇▇▇ Selected Advisers - NY, Inc., its New York affiliate, for portfolio decisions and omissions or professional liability insurance coverage that is from time to time satisfactory to the Advisermanagement.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, policies and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to that it will maintain a level of errors and omissions or adequate professional liability insurance coverage that is from time to time satisfactory to the Advisercoverage.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser's responsibility with regard to the management of assets shall commence and end as it receives notice that assets had been allocated to or removed from the Subadviser's management. The daily report to the Subadviser of the custodian for the Portfolio showing the net increase or decrease in the assets allocated to the Subadviser for management shall normally constitute such notice. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional informationinformation which are communicated to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants its management of such portion of the assets will meet requirements for (1) qualification, election and maintenance of such election by each Fund the Portfolio of which it is part to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A Subadviser will at all times be operated and managed manage each Portfolio in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (1a) qualification, election and maintenance the applicable provisions of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (“Subchapter M”) (“the "Code"), and ”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (2b) compliance with the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (ac) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws solely to the extent that the Adviser has informed the Subadviser of such requirements; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the policies and procedures as adopted by the Trustees of the Trust. The Subadviser shall furnish information to the Adviser, as reasonably requested, for purposes of the Trust’s compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that solely to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact regarding the Subadviser or omit to state any material fact regarding the Subadviser required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. Notwithstanding any other provision to the contrary, the Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about a Portfolio or its investments or strategies; (b) provision of legal, accounting or tax advice with respect to a Portfolio or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the Subadviser to serve as officers of a Portfolio; or (d) providing a Porfolio’s Chief Compliance Officer and associated staff. The Subadviser agrees may delegate portfolio management and administrative duties to maintain a level of errors its affiliates and omissions or professional liability insurance coverage that is from time may share such information as necessary to time satisfactory accomplish these purposes. Additionally, the Subadviser will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC. In all cases, the AdviserSubadviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser's 10 management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the SunAmerica Series Trust variable annuity contracts issued by Variable Separate Account and FS Variable Separate Account (File Nos. Without limiting the foregoing33-47473 and 33-85014, the Subadviser represents and warrants (1respectively; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute "written direction" thereof. The Adviser acknowledges and agrees that the Subadviser's compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio's shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio's investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser’s management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting 333-08859; hereinafter “Contracts”), or such other variable annuity contracts established in the foregoingfuture, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the Subadviser’s compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio’s shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio’s investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A Subadviser will at all times be operated and managed manage each Portfolio in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (1a) qualification, election and maintenance the applicable provisions of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (“Subchapter M”) (“the "Code"), and ”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (2b) compliance with the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (ac) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws solely to the extent that the Adviser has informed the Subadviser of such requirements; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the policies and procedures as adopted by the Trustees of the Trust. The Subadviser shall furnish information to the Adviser, as reasonably requested, for purposes of the Trust’s compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that solely to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact regarding the Subadviser or omit to state any material fact regarding the Subadviser required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. Notwithstanding any other provision to the contrary, the Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about a Portfolio or its investments or strategies; (b) provision of legal, accounting or tax advice with respect to a Portfolio or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the Subadviser to serve as officers of a Portfolio; or (d) providing a Portfolio’s Chief Compliance Officer and associated staff. The Subadviser agrees may delegate portfolio management and administrative duties to maintain a level of errors its affiliates and omissions or professional liability insurance coverage that is from time may share such information as necessary to time satisfactory accomplish these purposes. Additionally, the Subadviser will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC. In all cases, the AdviserSubadviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreements with the Corporation and the TrustAgreement on behalf each Portfolio. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other instruments to be purchased purchased, retained, or sold, will provide the Adviser with, and will maintain, in accordance with the 1940 Act, records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such applicable policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, as provided in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A will perform its obligations hereunder at all times be operated and managed in compliance with (a) all applicable federal and state laws laws, including securities, commodities and banking laws, governing its each Portfolio’s operations and investments; (b) the applicable provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. Without limiting the foregoing, The Adviser shall provide the Subadviser reasonable advance notice of any changes to the Registration Statement and the policies and procedures as adopted by the Trustees of the Trust. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (13) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 M of the Internal Revenue Code of 1986, as amended (the "“Code"), ”) and (2Section 817(h) compliance with (a) the provisions of Subchapter L of the Act and rules adopted thereunder; (b) applicable federal and state securitiesCode based on information provided by the custodian of the Portfolio(s). Furthermore, commodities and banking laws; and (c) the distribution requirements necessary Adviser will work in conjunction with the Subadviser to avoid payment of undertake any excise corrective action that may be required as advised by a Portfolio’s tax pursuant advisor in a timely manner following quarter end in order to Section 4982 of allow the Portfolio to resolve the issue within the 30-day cure period under the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made information that the Subadviser makes or provides expressly for use in connection with any Registration Statement for the shares of the Corporation and the Trust, or any amendment or supplement thereto, are made or in reliance upon and in conformity connection with information furnished by other regulatory filings on behalf of the Subadviser expressly for use thereinTrust, will not, as of the effective date of such Registration Statement and (or any amendments amendment or supplements thereto willsupplement thereto) or other regulatory filings, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Subadvisory Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Subadvisory Agreement. . The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act, The Adviser acknowledges that the Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviserits delegates do not hold client money and/or custody assets.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the each Fund set forth in Schedule A A, or portion of each Fund’s assets, managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser’s management of such election the assets of a Fund will be designed to achieve qualification by each Fund to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 I of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Trust; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any excise tax pursuant to Section 4982 other subadviser of the CodeSeries or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Series in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Adviser and Subadviser each agree that, to the extent the Subadviser is responsible for managing only a portion of a Fund, the Subadviser shall manage the portion of the assets of a Fund allocated to it as if it was a separate operating Fund and shall comply with this Section l (bincluding, but not limited to, the investment objectives, policies and restrictions applicable to a Fund and qualifications of a Fund as a regulated investment company under the Code) only with respect to the portion of assets of a Fund allocated to Subadviser. The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is acceptable to the Adviser; and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser Investment Manager hereby engages employs the services Subadviser to act as the investment subadviser for each of the Subadviser in furtherance of its Investment Advisory Funds and Management Agreements with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the oversight and review supervision of the Adviser, Investment Manager and the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser Board of Directors of the Corporation Company (the “Board”) for the periods and on the Trust is required terms herein set forth. The investment of funds shall also be subject to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees all applicable restrictions of the Corporation Articles of Incorporation and the Trust concerning its discharge By-laws of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies Company as the Directors/Trustees of the Corporation and the Trust may from time to time establishbe in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in compliance a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (aii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the objectives, policies, Board and limitations the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Fund set forth and regularly report thereon to the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the Corporation and best interest of the Trust's current prospectuses and statements Fund. The Subadviser shall report to the Investment Manager in a timely manner a record of additional informationall proxies voted with respect to the Funds. The Subadviser shall certify at least annually, and (b) or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with applicable laws federal statutes and regulations. The Subadviser represents and warrants Investment Manager’s delegation of proxy voting responsibility to the Adviser Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the portion Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the assets which it manages Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Fund set forth in Schedule A will at Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all times be operated rules and managed in compliance with regulations thereunder, and all other applicable federal and state laws governing its operations and investments. Without limiting regulations. (d) The Subadviser understands that the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Company intends to be treated managed so as to permit the Funds to qualify or continue to qualify as a "regulated investment company" company under Subchapter M, chapter 1 M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and (2) compliance will coordinate efforts with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary Investment Manager to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants achieve that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreementobjective. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Adviser shall inform the Subadviser of any requirements of the California Insurance Code (or other applicable insurance Code, if any) and any regulations thereunder that operate to limit or restrict the investments the Portfolio(s) may otherwise make, and to inform the Subadviser promptly of any changes in such requirements. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to maintain a level it, may delegate any of errors and omissions or professional liability insurance coverage that is from time its responsibilities to time satisfactory to the Adviserone of its affiliates, including Davi▇ ▇▇▇ected Advisers - NY, Inc., its New York affiliate.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretothe Fund. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or soldsold in its portion of the assets of the Fund, will provide the Adviser with copies of records concerning its the Subadviser’s activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust as they may reasonably request concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of oversight by the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such reasonable policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establishestablish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation Corporation’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that it will manage the relevant portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, and subject to Section 11(c) hereof, the Subadviser represents and warrants as to the portion of the Fund that the Subadviser manages, subject to the understanding that the Subadviser has only limited control over certain regulatory and compliance matters relevant to the Fund, that the Subadviser’s management of the portion of the assets of the Fund will be designed to achieve (1) qualification, election and maintenance of such election qualification by each the Fund to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including maintaining those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securitiessecurities and commodities laws applicable to Subadviser’s portfolio management responsibilities; provided that for purposes of Sections 10(f), commodities 12(d), and banking laws; 17(a), (d) and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the CodeAct, the Subadviser shall seek to maintain compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or in any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such statements or omissions in the Registration Statement and in any amendments or supplements thereto will, when they the Registration Statement or amendments become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act Act, and such statements or omissions will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser does not warrant that the investment performance of the portion of the Fund’s assets managed by the Subadviser will match the performance of any index or other benchmark, such as any other account managed by the Subadviser. (b) The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional informationinformation as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the each Fund set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser's management of such election the assets of a Fund will be designed to achieve qualification by each Fund to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of any excise tax pursuant its own affiliates and to Section 4982 of affiliated persons identified to it by the CodeAdviser. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintainmaintain under provisions of the Act, and will render regular quarterly reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and subject to the last paragraph of this Section, in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subject to the last paragraph of this Section, the Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state securities laws governing its operations and investments. Without limiting ; and (2) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which invest in the Portfolios (1hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and subject to the last paragraph of this Section the Subadviser represents and warrants (1) to manage each Portfolio so as to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable federal and state securities, commodities and banking securities laws; and (cd) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in direct reliance upon and in direct conformity with specific information furnished by the Subadviser expressly for use thereintherein ("Furnished Information"), such Registration Statement and any amendments or supplements thereto will, with respect to the Furnished Information, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Further, any statements or omissions in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, which are made based upon Furnished Information and which have been provided to Subadviser for its review, shall be deemed acknowledged and approved by Subadviser, unless Subadviser provides Adviser with written indication to the contrary within 5 business days of its receipt of the Registration Statement, amendment or supplement for review. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Adviser acknowledges that the Subadviser agrees is not the compliance agent for any Portfolio or for the Trust or the Adviser, and does not have access to maintain a level all of errors each Portfolio's books and omissions or professional liability insurance coverage records necessary to perform certain compliance testing. To the extent that is from time the Subadviser has agreed to time satisfactory perform the services specified in this Section in accordance with the Trust's registration statement, the Trust's Agreement and Declaration of Trust and By-Laws, the Trust's Prospectus and any policies adopted by the Trust's Board of Trustees applicable to the AdviserPortfolios (collectively, the "Charter Requirements"), and in accordance with applicable law (including Sub-chapters M and L of the Code, the Act and the Advisers Act ("Applicable Law")), the Subadviser shall perform such services based upon its books and records with respect to each Portfolio, which comprise a portion of each Portfolio's books and records, and upon information and written instructions received from the Adviser or the Trust's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Adviser or the Trust's administrator. The Adviser shall promptly provide the Subadviser with copies of the Trust's registration statement, the Trust's Agreement and Declaration of Trust and By-Laws, the Trust's currently effective Prospectus and any written policies or procedures adopted by the Trust's Board of Trustees applicable to the Portfolio and any amendments or revisions thereto.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Adviser shall inform the Subadviser of any requirements of the California Insurance Code (or other applicable insurance Code, if any) and any regulations thereunder that operate to limit or restrict the investments the Portfolio(s) may otherwise make, and to inform the Subadviser promptly of any changes in such requirements. 2 The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to maintain a level it, may delegate any of errors and omissions or professional liability insurance coverage that is from time its responsibilities to time satisfactory to the Adviserone of its affiliates, including Davi▇ ▇▇▇ected Advisers - NY, Inc., its New York affiliate.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will make decisions with respect to all purchases and sales of securities and manage the investment and reinvestment of a portion the Allocated Assets. To carry out such decisions, the Subadviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the assets Trust, to place orders and issue instructions with respect to the securities, cash and other financial instruments to be purchased, retained or sold for the Fund with respect to the Allocated Assets. In all purchases, sales and other transactions in securities and other investments in the Allocated Assets, the Subadviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of each such purchases, sales or other transactions, including without limitation, the right to: (i) tender, exchange, endorse, transfer, or deliver any securities on behalf of the Fund; (ii) participate in or consent to any distribution, plan of reorganization, creditors committee, merger, combination, consolidation, liquidation, underwriting, or similar plan with reference to such securities; (iii) execute and bind the Fund listed on Schedule in waivers, consents and covenants related thereto; and (iv) to vote (or, in the Subadviser’s discretion, refrain from voting) proxies with respect to securities owned by the Fund (as discussed further in Section 3(l) below), subject to the Subadviser’s written proxy voting policies and procedures adopted as required under Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended (“Advisers Act”), and such proxy voting policies as approved by the Board and including entering into such agreements (such as, but not limited to futures or other derivatives) as is deemed necessary by Subadviser to manage the Allocated Assets. All such investments will conform to investment objectives and guidelines as agreed to by the Subadviser and Adviser, as set forth in Exhibit A attached hereto. The Subadviser will determine in its discretion and subject shall have no responsibility under this Agreement with respect to the oversight and review management of assets of the AdviserFund other than the Allocated Assets. The Subadviser’s authority hereunder shall include the power to buy, sell, and hold such securities and other instruments, to open accounts and execute trading agreements and any other reasonable and customary documents and representation letters on behalf of the Allocated Assets as the Subadviser deems appropriate within the parameters of the investment guidelines and the conditions of this Agreement. The Subadviser agrees that, prior to: (i) opening (or amending) any accounts, including prime brokerage and futures accounts with brokerage firms or other financial institutions, and (ii) entering into (or amending) any ISDA master agreement, master repurchase agreement, or any other master swap or over-the-counter trading documentation, including any schedule or credit support annex thereto (such agreements collectively, “OTC Agreements”), or any related clearing agreements or control agreements on behalf of the Fund, the securities Adviser on behalf of the Fund shall have an opportunity to review and consent to the terms of, and the use of, any such account opening documents, prime brokerage, futures and other related agreements, OTC Agreements, and related clearing agreements or control agreements. Consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), and applicable regulations and interpretations, the Subadviser, to the extent applicable, may allocate brokerage on behalf of the Fund to a broker-dealer who provides research services. Subject to compliance with Section 28(e), the Subadviser may cause the Fund to pay to a broker- dealer who provides research services a commission that exceeds the commission the Fund might have paid to a different broker-dealer for the same transaction if the Subadviser determines, in good faith, that such amount of commission is reasonable in relation to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Subadviser’s overall responsibilities to the Fund or its other advisory clients. It is understood that the services provided by such broker-dealers may be useful to the Subadviser in connection with its services to other accounts or clients advised by Subadviser. The Subadviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadviser or its affiliates. Whenever the Subadviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadviser, the Subadviser will allocate the order as to price and amount among all such accounts in a manner believed to be purchased or soldequitable over time to each account. (b) For purposes of communicating with the Board, will provide reports made by the Subadviser to the Adviser with records concerning its activities which will meet the standards of communication to the Board, and the Adviser will be responsible for delivering those reports to the Board. The Subadviser will report to the Board at each meeting thereof as reasonably requested by the Adviser or the Board, all material information regarding the Allocated Assets of the Corporation and Fund since the Trust is required to maintainprior report, and will render regular reports to also keep the Board informed of important developments affecting the Trust, the Fund and the Subadviser, and on its own initiative, or as reasonably requested by the Adviser and to officers and Directors/Trustees/Trustees of or the Corporation and Board, will furnish the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may Board from time to time establish, and in compliance with (a) such additional information as the objectives, policies, and limitations Subadviser may believe is necessary for the Fund set forth in Adviser or the Corporation and Board to reasonably oversee the Trust's current prospectuses and statements management of additional information, and (b) applicable laws and regulationsthe Allocated Assets. The Subadviser represents will also furnish the Board with such statistical and warrants analytical information with respect to the Adviser that the portion of the assets which it manages investments of the Fund set forth in Schedule A will at all times be operated as the Subadviser may believe appropriate or as the Adviser or the Board reasonably may request. In making purchases and managed in compliance with all applicable federal sales of securities and state laws governing its operations and investments. Without limiting other investment assets for the foregoingFund, the Subadviser represents will comply with the directions and warrants (1) qualificationpolicies set from time to time by the Board as well as the limitations imposed by the Trust’s or the Fund’s policies and procedures, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter Mthe Registration Statement, chapter 1 of the 1940 Act, the Securities Act, the 1934 Act, the Internal Revenue Code of 1986, as amended (the "Code")amended, and other applicable laws. In making purchases and sales of securities and other investment assets for the Fund, the Subadviser is prohibited from consulting with other subadvisers to the Fund, except for the purpose of: (2i) compliance complying with (athe conditions of Rule 12d3-1(a) the provisions of the Act and rules adopted thereunder; (b) applicable federal under the 1940 Act. The Adviser will provide the Subadviser with any directions, policies and state securitiesprocedures adopted by the Board, commodities the Trust or the Fund; along with reasonable written notice of any material changes to such directions, policies and banking laws; and procedures. All directions and/or instructions provided by or on behalf of the Fund or the Adviser to the Subadviser shall be in writing signed by an authorized agent of the Fund or the Adviser or, if by telephone, confirmed in writing. For this purpose, the term in writing, shall include directions given by electronic mail. The Fund and/or the Adviser will provide to the Subadviser a list of persons authorized to give instructions under this Agreement along with their respective specimen signatures. The Fund or the Adviser, as the case may be, may revise the list of authorized persons from time to time by sending the Subadviser a revised list which has been certified by a duly authorized agent of the Fund or the Adviser, as applicable. (c) The Subadviser will from time to time employ or associate with such persons as the distribution requirements necessary Subadviser believes to avoid payment of any excise tax pursuant be particularly fitted to Section 4982 assist in the execution of the CodeSubadviser’s duties hereunder, the cost of performance of such duties to be borne and paid by the Subadviser. No obligation may be incurred on the Trust’s or Adviser’s behalf in any such respect. The Adviser acknowledges receipt of the Subadviser’s privacy notice, Form ADV, and any applicable brochure supplements. (d) The Subadviser will report to the Board all matters related to the Subadviser that are material to the Subadviser’s performance of this Agreement. On an annual basis, the Subadviser shall report on its compliance with its Code to the Adviser and to the Board. The Subadviser further represents will notify the Adviser and warrants that the Trust of any change of control of the Subadviser and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior management of the Subadviser, in each case prior to or promptly after such change. (e) The Subadviser will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders with respect to the Allocated Assets as are required to be maintained by the Trust under the 1940 Act. The Subadviser shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadviser pursuant to this Agreement required to be prepared and maintained by the Subadviser or the Trust pursuant to applicable law. To the extent that any statements or omissions made required by law, the books and records pertaining to the Allocated Assets, which are in any Registration Statement for shares possession of the Corporation Subadviser, shall be the property of the Trust. The Adviser and the Trust, or their respective representatives, shall have reasonable access to such books and records upon two (2) business days’ notice during the Subadviser’s normal business hours. Upon the reasonable request of the Adviser or the Trust, copies of any amendment or supplement thereto, are made in reliance upon such books and in conformity with information furnished records shall be provided promptly by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements Adviser and the Trust, or their respective representatives. (f) The Subadviser will cooperate with the Fund’s independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the Securities Act of 1933 accountants’ duties. (g) The Subadviser will provide the Fund and the rules Fund’s custodian and regulations of fund accountant on each business day with such information relating to all transactions concerning the Commission thereunder (Allocated Assets as the "1933 Act") Fund and the Act Fund’s custodian and will fund accountant may reasonably require, including but not contain any untrue statement of a material fact or omit limited to state any material fact information required to be stated therein provided under the Trust’s Portfolio Securities Valuation Procedures; provided however the Subadviser is only assisting the Fund in its pricing responsibilities and shall not be deemed the pricing agent for the Fund. (h) The Subadviser shall have no duties or necessary obligations pursuant to make this Agreement (other than the statements therein continuation of its preexisting duties and obligations) during any period that the Adviser has not misleadingallocated any portion of the Fund’s assets to the Subadviser for management. (i) The Subadviser may invest Allocated Assets in registered, open-end, management investment companies for which the Subadviser serves as investment adviser or subadviser upon the prior notice to and consent of the Adviser, pursuant to the investment objectives and guidelines agreed to by the Subadviser and Adviser. (j) The Subadviser may affect transactions with respect to the Allocated Assets pursuant to Rules 17a-7 and 17e-1 of the 1940 if such transactions are effected in accordance with the Trust’s Rule 17a-7 Procedures and Rule 17e-1 Procedures. (k) The Subadviser, at its expense, will provide the Adviser with such compliance reports and certifications relating to its duties under this Agreement and the federal securities laws as may be agreed upon by such parties from time to time. The Subadviser accepts also shall: (i) cooperate with and provide reasonable assistance to the Adviser, the Trust’s administrator, custodian, transfer agent and pricing agents and all other agents and representatives of the Fund, the Trust and the Adviser in carrying out their respective obligations to the Trust in respect of the Fund; (ii) keep all such employment persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Fund, the Trust and agrees, at its own expense, the Adviser; (iii) provide prompt responses to render reasonable requests made by such persons; and (iv) maintain any appropriate interfaces with each so as to promote the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreementefficient exchange of information. (bl) The Subadviser agrees will vote all proxies solicited by or with respect to maintain a level the issuers of errors and omissions or professional liability insurance coverage that is securities in which assets of the Fund may be invested from time to time satisfactory and which constitute Allocated Assets in accordance with the Subadviser’s proxy voting policies and procedures, as approved by the Board. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities in the Allocated Assets. Notwithstanding the foregoing, the Adviser acknowledges and agrees that: (i) the Fund’s custodian is responsible for advising or taking action, including filing proof of claim forms, on behalf of the Fund in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in the Allocated Assets or the issuers of those securities, and (ii) Subadviser will not be required to advise or take any action on behalf of the Fund in any such legal proceedings, subject to the Advisernext sentence. The Subadviser will, however, promptly forward any claim forms it receives to the Fund’s custodian and provide reasonable assistance to the extent necessary (e.g., provide factual information in its possession as the custodian, Fund or Adviser may reasonably request). (m) The Subadviser does not guarantee the future performance of the Fund or any specific level of performance, the success of any investment decision or strategy that Subadviser may use, or the success of Subadviser’s overall management of the Allocated Assets. The Adviser understands that investment decisions made for the Fund by Subadviser are subject to various market, currency, economic, political, business and structural risks, and that those investment decisions will not always be profitable.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth that, in Schedule A performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which offer the Portfolio(s) (1the "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust's current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the polices and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.this

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Adviser and Subadviser acknowledge that the Adviser is responsible for the election and the capital gains distribution necessary for treatment as a "regulated investment company" as described above. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trustcorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services ------------------------- of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional informationinformation as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the each Fund set forth in Schedule A managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser's management of such election the assets of a Fund will be designed to achieve qualification by each Fund to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of any excise tax pursuant its own affiliates and to Section 4982 of affiliated persons identified to it by the CodeAdviser. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") " and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a that portion of the assets of each Fund Portfolio listed on Schedule A attached heretohereto (the "Assets"). The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establishestablish and communicate in writing to Subadviser, and in compliance with (a) the relevant objectives, policies, and limitations for the Fund each Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional informationinformation as provided to Subadviser, and (b) applicable laws and regulationsregulations governing Subadviser's obligations under this Agreement. The Subadviser represents and warrants to the Adviser that the portion Assets of the assets which it manages of the Fund each Portfolio set forth in Schedule A managed by it will at all times be operated and managed by Subadviser in compliance with all applicable federal and state laws governing its operations and investmentsSubadviser's obligations under this Agreement. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser's management of such election the Assets of each Portfolio will be designed to achieve qualification by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Portfolio shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of any excise tax pursuant its own affiliates and to Section 4982 of affiliated persons identified to it in writing by the CodeAdviser. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to shall not be responsible for any expenses incurred by the Corporation, the Adviser, or a Portfolio.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed perform its responsibilities under this Agreement in compliance with all applicable federal and state laws governing its operations and investmentslaws;. Without limiting the foregoing, the Subadviser represents and warrants that its management of the Portfolios' assets is designed to achieve the Portfolios' (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser shall provide the Adviser information, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. Upon request, the Subadviser shall assist in the negotiation of all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes, and other contracts and agreements related to derivatives transactions and holdings in the Portfolios (each, a "Derivatives Agreement"). The Adviser acknowledges that it shall execute each such Derivatives Agreement and will have responsibility for complying with the terms and obligations of each such Derivatives Agreement. In instances in which the Adviser becomes party to a Derivatives Agreement executed by the Subadviser by signing a joinder agreement, the Adviser will be responsible for complying with the terms of such joinder agreement. The Adviser further acknowledges that it shall have sole responsibility for establishing, maintaining and monitoring any registrations and/or exemptions from registration with the Commodity Futures Trading Commission with respect to the Trust or the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser agrees is not the tax advisor, compliance, pricing or fund accounting agent for the Portfolios. Further, the Adviser acknowledges that Subadviser shall have no responsibility to maintain a level of errors and omissions or professional liability insurance coverage that is from time vote proxies with respect to time satisfactory companies whose securities are held in the Portfolios. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the Adviserpurchase, sale, or holding of securities by the Portfolios; provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser's management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting the foregoing, the Subadviser represents and warrants (1333-08859; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute "written direction" thereof. The Adviser acknowledges and agrees that the Subadviser's compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio's shares or professional liability insurance coverage shareholder accounting services; PROVIDED, HOWEVER, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio's investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser’s management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting 333-08859; hereinafter “Contracts”), or such other variable annuity contracts established in the foregoingfuture, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the Subadviser’s compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolios’ shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolios’ investment securities. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser's management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting the foregoing, the Subadviser represents and warrants (1333-08859; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute "written direction" thereof. The Adviser acknowledges and agrees that the Subadviser's compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio's shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio's investment securities.

Duties of the Subadviser. (a) The Adviser 2. hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject Subject to the oversight and review of the Adviser, the Subadviser will determine in its discretion the securities to be purchased or sold, and through delegated authority from the Adviser, execute such documents as may be necessary in connection therewith; will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, ; and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust's current prospectus and statement of additional information. The Subadviser represents and warrants that its management of the Portfolios will at all times conform with: (a1) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and ; (b2) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion provisions of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 M of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable to "regulated investment companies", including those investment companies underlying variable annuities; (2) compliance with (a3) the provisions of the Act and rules adopted thereunderthereunder applicable to the Portfolios; (b4) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (5) applicable state insurance laws provided to Subadviser by Adviser in writing (which may be satisfied through delivery to Subadviser of a copy of the Trust's current prospectus), or as acknowledged in a written undertaking by Subadviser; (6) applicable federal and state securities, commodities and banking securities laws; and (c7) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the each Fund set forth in Schedule A A, or portion of each Fund's assets, managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser's management of such election the assets of a Fund will be designed to achieve qualification by each Fund to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 I of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Trust; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of its own affiliates and to affiliated persons identified to it by the Adviser. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any excise tax pursuant to Section 4982 other subadviser of the CodeSeries or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Series in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Adviser and Subadviser each agree that, to the extent the Subadviser is responsible for managing only a portion of a Fund, the Subadviser shall manage the portion of the assets of a Fund allocated to it as if it was a separate operating Fund and shall comply with this Section l (bincluding, but not limited to, the investment objectives, policies and restrictions applicable to a Fund and qualifications of a Fund as a regulated investment company under the Code) only with respect to the portion of assets of a Fund allocated to the Subadviser. The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is acceptable to the Adviser; and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Subadvisory Agreement shall apply only to the portion of the assets of a Portfolio managed by the Subadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which allocated to it manages of the Fund each Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, and subject to Section 11(c) hereof, the Subadviser represents and warrants that it will manage the portion of the assets allocated to it of each Portfolio in compliance with (1a) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" the diversification requirements specified in the Internal Revenue Services's regulations under Subchapter M, chapter 1 Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and ; (2) compliance with (ab) the provisions of the 1940 Act and rules adopted thereunder; (bc) any applicable federal state insurance law that Adviser notifies the Subadviser is applicable to the investment management of the Portfolio; (d) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust's current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (ce) the policies and procedures as adopted by the Trustees of the Trust and communicated to the Subadviser. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a "regulated investment company" under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund Portfolio(s) as set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth that, in Schedule A performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which offer the Portfolio(s) (1the Contracts) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (Subchapter M) for each Portfolio to be treated as a regulated investment company under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust's current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the polices and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . Adviser acknowledges that Subadviser shall have no responsibility to vote proxies with respect to companies whose securities are held in that portion of the Portfolio(s) allocated to it by Adviser. Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate's acts, that if done by the Subadviser, would result in liability to the Subadviser. Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. Adviser has delivered or will deliver to Subadviser current copies of the Trust's Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Subadviser agrees to maintain a level also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of errors and omissions the Portfolios or professional liability insurance coverage that is from time to time satisfactory other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d31 under the Act.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion assets of the assets which it manages of the each Fund set forth in Schedule A A, or portion of each Fund's assets, managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser's management of such election the assets of a Fund will be designed to achieve qualification by each Fund to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Trust; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of any excise tax pursuant its own affiliates and to Section 4982 of affiliated persons identified to it by the CodeAdviser. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Adviser and Subadviser each agree that, to the extent the Subadviser is responsible for managing only a portion of a Fund, the Subadviser shall manage the portion of the assets of a Fund allocated to it as if it was a separate operating Fund and shall comply with this Section l (bincluding, but not limited to, the investment objectives, policies and restrictions applicable to a Fund and qualifications of a Fund as a regulated investment company under the Code) only with respect to the portion of assets of a Fund allocated to Subadviser. The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is acceptable to the Adviser; and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Consistent with 9(d), the Subadviser represents and warrants to the Adviser that the it will manage its portion of the assets which it manages of the Fund Portfolio(s) set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will manage the assets of the Portfolio(s) in compliance with (1) qualification, election and maintenance applicable provisions of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; , and (b3) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Adviser shall inform the Subadviser of any requirements of the California Insurance Code (or other applicable insurance Code, if any) and any regulations thereunder that operate to limit or restrict the investments the Portfolio(s) may otherwise make, and to inform the Subadviser promptly of any changes in such requirements. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to maintain a level it, may delegate any of errors and omissions or professional liability insurance coverage that is from time its responsibilities to time satisfactory to the Adviserone of its affiliates, including Davis Selected Advisers - NY, Inc., its New York affiliate.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation (together, the “Registration Statement”), and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which allocated to it manages of each of the Fund Portfolio(s) set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; and (2) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . Upon reasonable request from the Adviser, the Subadviser (through a qualified person or his or her designee) will reasonably assist the Adviser in valuing securities of a Portfolio as may be required from time to time; however, the Adviser acknowledges that the Subadviser is not the pricing, valuation, or fund accounting agent for the Portfolio(s), is not responsible for the Portfolio(s)’ or the Adviser’s valuation determinations, and that the Adviser shall assume responsibility for all valuation decisions. Subject to this Section and except as otherwise specified in the investment guidelines, the Subadviser will provide investment management services for the Portfolio(s) without regard to any tax consequences that may result from any action taken or omitted by the Subadviser on behalf of the assets. Neither the Subadviser nor any of its affiliates provide tax advice in connection with investment of the Portfolio(s)’ assets, and the Adviser or Trust is responsible for determining and paying any taxes owed with respect to the activities of the assets. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Adviser acknowledges that the Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviserits delegates do not hold client money and/or custody assets.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser's management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting the foregoing, the Subadviser represents and warrants (1333-08859; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust's prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute "written direction" thereof. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided ed in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio's shares or professional liability insurance coverage shareholder accounting services; PROVIDED, HOWEVER, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio's investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment the Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation (together, the “Registration Statement”), and (b) applicable laws and regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Agreement shall apply only to the portion of the assets of a Portfolio managed by the Subadviser. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which allocated to it manages of the Fund each Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, and subject to Section 12(c) hereof, the Subadviser represents and warrants that it will manage the portion of the assets allocated to it of each Portfolio in compliance with (1a) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" the diversification requirements specified in the Internal Revenue Service’s regulations under Subchapter M, chapter 1 Section 817(h) of the Internal Revenue Code of 1986, as amended (the "“Code"”), and ; (2) compliance with (ab) the provisions of the 1940 Act and rules adopted thereunder; (bc) any applicable federal state insurance law that Adviser notifies the Subadviser is applicable to the investment management of the Portfolio; (d) the objectives, policies, restrictions and state securities, commodities and banking lawslimitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (ce) the policies and procedures as adopted by the Trustees of the Trust and communicated to the Subadviser. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a “regulated investment company” under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the variable annuity contracts which offer the Portfolio(s) or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the "“1933 Act"”) and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to rule 12d3-1 under the Adviser1940 Act.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations laws; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter Contracts) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the Code), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and investments(3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoinglimitation, the Subadviser represents and warrants the Portfolios' (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" company under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to rule 12d3-1 under the AdviserAct.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as provided to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion assets of the assets which it manages of the each Fund set forth in Schedule A A, or portion of each Fund’s assets, managed by it will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoingforegoing and subject to Section 9(c) hereof, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser’s management of such election the assets of a Fund will be designed to achieve qualification by each Fund to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including depositing those assets in custody with institutions designated by the Trust; and (b) applicable federal and state securitiessecurities and commodities laws (other than state securities laws relating to the amount of Fund shares that may be sold in a particular state); provided that for purposes of Section 17(a), commodities and banking laws; (d) and (c) e), the distribution requirements necessary Subadviser shall effect compliance only in relation to avoid payment of any excise tax pursuant its own affiliates and to Section 4982 of affiliated persons identified to it by the CodeAdviser. The Subadviser further represents and warrants that only with respect to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Adviser and Subadviser each agree that, to the extent the Subadviser is responsible for managing only a portion of a Fund, the Subadviser shall manage the portion of the assets of a Fund allocated to it as if it was a separate operating Fund and shall comply with this Section l (bincluding, but not limited to, the investment objectives, policies and restrictions applicable to a Fund and qualifications of a Fund as a regulated investment company under the Code) only with respect to the portion of assets of a Fund allocated to Subadviser. The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is acceptable to the Adviser; and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations laws; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and investments(3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoinglimitation, the Subadviser represents and warrants the Portfolios’ (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to rule 12d3-1 under the AdviserAct.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will and shall furnish the Adviser with such monthly, quarterly, and annual reports concerning transactions and performance of each Portfolio in the form as reasonably requested by the Adviser. The Subadviser shall also provide the Adviser with records concerning its activities which such other information and reports as may reasonably be requested by the Adviser of from time to time, other than proprietary information, and provided the Corporation and the Trust is Subadviser shall not be responsible for portfolio accounting, nor shall it be required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesgenerate information derived from portfolio accounting data. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants agrees to the Adviser that the portion manage each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting the foregoing, the Subadviser represents and warrants (133-08859; hereinafter “Contracts”) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity. contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser agrees to manage each Portfolio (1) so that it qualifies to be treated as a “regulated investment company” under subchapter M, chapter 1 of the Code, and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws to the extent the Adviser notifies the Subadviser of any such applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The For purposes of 2(c) in the preceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations shall constitute “notice” thereof. For purposes of compliance with this paragraph, the Subadviser further represents shall be. entitled to treat the portion of the assets of each Portfolio that it manages as though such portion constituted the entire portfolio, and warrants that to the extent that any statements or omissions made Subadviser shall not be responsible in any Registration Statement way for shares the compliance of other portions of the Corporation and the Trust, Portfolio or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements compliance of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of Portfolio as a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in whole with this Agreementparagraph. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investmentslaws; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. Without limiting the foregoing, the Subadviser represents and warrants (133-47473; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios= (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser as permitted by and in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and Trust pertaining to the TrustPortfolio. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretothe Portfolio. The Subadviser will determine in its discretion sole discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or soldsold for the Portfolio, will provide make available to the Adviser with records concerning its activities for the Portfolio which the Adviser of the Corporation and the Trust Subadviser is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control supervision of the officers and the Directors/Board of Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Board of Trustees of the Corporation and the Trust may from time to time establishestablish and which the Adviser shall communicate in writing to Subadviser, and in compliance with (a) the investment objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation Trust’s current prospectus(es) and the Trust's current prospectuses and statements statement(s) of additional informationinformation as provided to Subadviser, and (b) applicable laws and regulations. The Subadviser shall have no power, authority, responsibility, or obligation hereunder to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio, including without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving Portfolio assets, and the Adviser acknowledges and agrees that no such power, authority, responsibility or obligation is delegated to Subadviser hereunder. The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed Portfolio in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance that the Subadviser’s management of such election by each Fund the Portfolio will be designed to be treated allow the Portfolio to qualify as a "“regulated investment company" under Subchapter ” as defined in subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Portfolio assets, including depositing those assets in custody with institutions designated by the Trust to the extent the Subadviser has the authority over such assets; and (b) federal and state securities laws applicable to Subadviser’s Portfolio management responsibilities. Notwithstanding the foregoing, the Adviser shall, subject to the Subadviser’s compliance with its obligations under this Agreement, remain responsible for the Portfolio’s overall compliance with the Investment Company Act of 1940, as amended (the “1940 Act”), the Code and all other applicable federal and state securitieslaws and regulations. The Adviser will provide the Subadviser with a copy of those portions of the minutes of the meetings of the Trust’s Board of Trustees to the extent they may materially affect the duties of the Subadviser, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment with copies of any excise tax pursuant financial statements or reports made by the Trust to Section 4982 of its shareholders and any further materials or information which the CodeSubadviser may reasonably request to enable it to perform its obligations under this Agreement. The Subadviser further represents and warrants that to the extent that any statements statement or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with material information furnished in writing by the Subadviser expressly for use therein, such portion of the Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Adviser agrees to notify the Subadviser in advance of any such statements it intends to use in the Registration Statement and any amendments or supplements thereto, and will only include such statements of the Subadviser upon the consent of the Subadviser. The Adviser acknowledges and agrees that, provided that the Subadviser has complied with the second preceding sentence, the Registration Statement, and any amendment or supplement thereto, will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust, including without limitation, the 1940 Act and the rules and regulations thereunder and that the Subadviser shall have no liability in connection therewith. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with its activities under this Agreement, including without limitation, information concerning the Portfolio, its funds available, or to become available, for investment and generally as to the conditions of the Portfolio or the Portfolio’s affairs. The Subadviser accepts such employment engagement and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. . In reliance on the exemption under Rule 17a-10 of the 1940 Act, the Subadviser (band any affiliated person of the Subadviser) The Subadviser hereby agrees it will not consult with any other subadviser of the Portfolio, or any affiliated person of such subadviser, concerning transactions for the Portfolio in securities or other assets and each such subadviser shall be limited to maintain a level providing investment advice with respect to only the discrete portion of errors and omissions or professional liability insurance coverage that is the Portfolio, as may be determined from time to time satisfactory to by the AdviserAdviser or the Board of Trustees of the Trust.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses and statements of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investmentslaws; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. Without limiting the foregoing, the Subadviser represents and warrants (133-47473; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios' (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretothe Fund. The Subadviser will determine in its discretion discretion, and subject to the oversight and review of the Adviser, the securities to be purchased or soldsold in its portion of the assets of the Fund, will provide the Adviser with copies of records concerning its the Subadviser’s activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust as they may reasonably request concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of oversight by the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such reasonable policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establishestablish and communicate to Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation Corporation’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as provided to Subadviser, and (b) applicable laws and regulations. . (b) The Subadviser represents and warrants to the Adviser that it will manage the relevant portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, and subject to Section 11(c) hereof, the Subadviser represents and warrants as to the portion of the Fund that the Subadviser manages, subject to the understanding that the Subadviser has only limited control over certain regulatory and compliance matters relevant to the Fund, that the Subadviser’s management of the portion of the assets of the Fund will be designed to achieve (1) qualification, election and maintenance of such election qualification by each the Fund to be treated as a "“regulated investment company" ” under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (2) compliance with (a) the provisions of the Act and rules adopted thereunderthereunder that relate to the investment of Fund assets, including maintaining those assets in custody with institutions designated by the Corporation; and (b) applicable federal and state securitiessecurities and commodities laws applicable to Subadviser’s portfolio management responsibilities; provided that for purposes of Sections 10(f), commodities 12(d), and banking laws; 17(a), (d) and (e) of the Act, the Subadviser shall seek to maintain compliance only in relation to its own affiliates and to affiliated persons identified to it by the Adviser. (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that (1) to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or in any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such statements or omissions in the Registration Statement and in any amendments or supplements thereto will, when they the Registration Statement or amendments become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act Act, and such statements or omissions will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. ; and (2) to the extent that any statements or omissions made in contracts, sales material or other documents are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such statements or omissions in the contracts, sales material and other documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (d) The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser does not warrant that the investment performance of the portion of the Fund’s assets managed by the Subadviser will match the performance of any index or other benchmark, such as any other account managed by the Subadviser. (be) The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; and (c) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser’s management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the SunAmerica Series Trust variable annuity contracts issued by Variable Separate Account and FS Variable Separate Account (File Nos. Without limiting 33-47473 and 33-85014, respectively; hereinafter “Contracts”), or such other variable annuity contracts established in the foregoingfuture, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the Subadviser’s compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio’s shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolio’s investment securities. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolios or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investments companies that are under common control with the Trust, concerning transactions of the Portfolios in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trusts current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser=s management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. Without limiting 333-08859; hereinafter Contracts), or such other variable annuity contracts established in the foregoingfuture, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Services regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust=s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute Awritten direction@ thereof. The Adviser acknowledges and agrees that the Subadviser=s compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio=s shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio=s investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which as sets allocated to it manages of each of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesresponsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Fund 2 Portfolio(s) as set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, ; and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth that, in Schedule A performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting ; (b) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which offer the Portfolio(s) (1the "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (2c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code ("Subchapter M") for each Portfolio to be treated as a "regulated investment company" under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (bd) applicable federal state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and state securities, commodities limitations for the Portfolio(s) as set forth in the Trust's current prospectus and banking lawsstatement of additional information as most recently provided by the Adviser to the Subadviser; and (cf) the polices and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investmentslaws; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. Without limiting the foregoing, the Subadviser represents and warrants (133-47473; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios' (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establishestablish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation Trust’s current prospectus and the Trust's current prospectuses and statements statement of additional informationinformation as delivered to the Subadviser, and (b) applicable laws and regulations. The Subadviser represents agrees that it will operate and warrants to manage the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations the Subadviser’s management of the Portfolio and investments; and (2) so as not to jeopardize either the treatment of the SunAmerica Series Trust variable annuity contracts issued by Variable Separate Account and FS Variable Separate Account (File Nos. Without limiting 33-47473 and 33-85014, respectively; hereinafter “Contracts”), or such other variable annuity contracts established in the foregoingfuture, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "“Code"”). Without limiting the foregoing, and (2) the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 applicable federal and state banking laws. For purposes of the Codepreceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the Subadviser’s compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "“1933 Act"”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Subadviser agrees to maintain a level shall not have any responsibility for the administrative affairs of errors and omissions the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio’s shares or professional liability insurance coverage shareholder accounting services; provided, however, that is the Subadviser shall, as requested from time to time satisfactory by the Adviser, assist the Adviser in obtaining pricing information relating to the AdviserPortfolio’s investment securities.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses and statements of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. 33-47473; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements with the Corporation and the TrustAgreement. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached heretoPortfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time 44 establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investmentslaws; (2) so as not to jeopardize either the treatment of the Polaris variable annuity contracts issued by Variable Separate Account (File No. Without limiting the foregoing, the Subadviser represents and warrants (133-47473; hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios' (1) qualification, election and maintenance of such election by each Portfolio to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of or the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund Portfolio set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal the current prospectus and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance statement of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Codeadditional information. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the TrustCorporation, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) In performing its investment advisory services, Subadviser, while remaining ultimately responsible for management of the portion of the assets of the Portfolio allocated to it, may draw on the research and market expertise of its affiliate offices, including ▇▇▇▇▇ Selected Advisers - NY, Inc., its New York affiliate, for portfolio decisions and management. (c) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses and statements of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which allocated to it manages of each of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the Seasons variable annuity contracts issued by Variable Annuity Account Five (File No. 33-08859; hereinafter "Contracts") as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Portfolio to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable federal and state securities, commodities and banking laws; and (ce) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (ii) from time to time satisfactory and upon reasonable request, to supply evidence of such coverage to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the TrustCorporation. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will and shall furnish the Adviser with such monthly, quarterly, and annual reports concerning transactions and performance of each Portfolio in the form as reasonably requested by the Adviser. The Subadviser shall also provide the Adviser with records concerning its activities which such other information and reports as may reasonably be requested by the Adviser of from time to time, other than proprietary information, and provided the Corporation and the Trust is Subadviser shall not be responsible for portfolio accounting, nor shall it be required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilitiesgenerate information derived from portfolio accounting data. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, policies and limitations for the Fund Portfolio set forth in the Corporation and the TrustCorporation's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants agrees to the Adviser that manage the portion of the assets which allocated to it manages of each of the Fund Portfolios set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants agrees to manage each Portfolio (1) qualification, election and maintenance of such election by each Fund so that it qualifies to be treated as a "regulated investment company" under Subchapter subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. For purposes of compliance with this paragraph, the Subadviser shall be entitled to treat the portion of the assets of each Portfolio that it manages as though such portion constituted the entire Portfolio, and the Subadviser shall not be responsible in any way for the compliance of other portions of the Portfolio or for compliance of the Portfolio as a whole with this paragraph. (b) The Subadviser further represents shall be responsible for the preparation and warrants that to the extent that any statements or omissions made in any Registration Statement for shares filing of Schedule 13G and Form 13F on behalf of the Corporation and Portfolio. The Subadviser shall not be responsible for the Trustpreparation or filing of any reports required of the Portfolio by any governmental or regulatory agency, or any amendment or supplement thereto, are made except as expressly agreed to in reliance upon and writing. The Subadviser shall vote proxies received in conformity connection with information furnished securities held by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder Portfolio. (the "1933 Act"c) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (bd) The Adviser shall timely furnish the Subadviser with such information as may be reasonably necessary for or requested by the Subadviser to perform its responsibilities under this Agreement. The Subadviser shall establish and maintain brokerage accounts or other accounts necessary for the purchase or sale of various forms of securities and the Adviser shall take such actions as the Subadviser deems advisable or necessary to enable the Subadviser to establish such account on behalf of the Corporation. (e) The Subadviser agrees to maintain a reasonable level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Advisercoverage.

Duties of the Subadviser. (a) The Adviser hereby engages the ------------------------ services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees Directors of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees Directors of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees Directors of the Corporation and the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Fund set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subadviser represents and warrants to the Adviser that the portion of the assets which it manages of the Fund set forth in Schedule A will at all times be operated and managed in compliance with all applicable federal and state laws governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser Investment Manager hereby engages employs the services Subadviser to act as the investment subadviser for each of the Subadviser in furtherance of its Investment Advisory Funds and Management Agreements with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund listed on Schedule A attached hereto. The Subadviser will determine in its discretion accordance with the investment objectives, policies and restrictions of each such Fund as the same are set forth in the Registration Statement (as defined below), and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the oversight and review supervision of the Adviser, Investment Manager and the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser Board of Directors of the Corporation Company (the “Board”) for the periods and on the Trust is required terms herein set forth. The investment of funds shall also be subject to maintain, and will render regular reports to the Adviser and to officers and Directors/Trustees/Trustees all applicable restrictions of the Corporation Articles of Incorporation and the Trust concerning its discharge By-laws of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies Company as the Directors/Trustees of the Corporation and the Trust may from time to time establishbe in force. Without limiting the generality of the foregoing, the Subadviser shall: (i) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally or a Fund specifically, and whether concerning the individual issuers whose securities are included in compliance a Fund or the activities in which such issuers engage, or with respect to securities which the Subadviser considers desirable for inclusion in a Fund; (aii) determine which issuers and securities shall be represented in a Fund and regularly report thereon to the objectives, policies, Board and limitations the Investment Manager; (iii) formulate and implement continuing programs for the purchases and sales of securities of such issuers and lists of approved investments for each Fund set forth and regularly report thereon to the Board and the Investment Manager; (iv) make decisions with respect to and take, on behalf of each Fund, all actions which appear necessary to carry into effect such purchase and sale programs and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for such Fund; and (v) vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time, unless otherwise directed by the Investment Manager. Such proxies will be voted in a manner that the Subadviser deems, in good faith, to be in the Corporation best interest of the Fund and in accordance with the Trust's Investment Manager’s then-current prospectuses proxy voting policy and statements procedures (“Proxy Voting Policy”), a copy of additional informationwhich has been provided to the Subadviser. The Subadviser shall report to the Investment Manager in a timely manner a record of all proxies voted with respect to the Funds. The Subadviser shall certify at least annually, or more often as may reasonably be requested by the Investment Manager, as to the compliance of its proxy voting practices with the Proxy Voting Policy and (b) with applicable laws federal statutes and regulations. The Subadviser represents and warrants Investment Manager’s delegation of proxy voting responsibility to the Adviser Subadviser may be revoked or modified by the Investment Manager or the Board at any time. (b) The Subadviser hereby accepts such employment and agrees during such periods to render such services and to assume the obligations herein set forth for the compensation herein provided. The Subadviser shall give each Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment subadviser. The Subadviser shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Investment Manager or the Company in any way or otherwise be deemed an agent of the Investment Manager or the Company. It is understood and agreed that the portion Subadviser, by separate agreements with the Investment Manager and/or the Company, may also serve the Investment Manager, the Company and/or its series in other capacities. It is further agreed that the Subadviser and its officers and directors are not prohibited from engaging in any other business activity or from rendering investment advisory or other services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the assets which it manages Subadviser may invest in securities for their own account pursuant to a code of ethics that sets forth all employees’ fiduciary responsibilities regarding the Company and the Funds, establishes procedures for personal investing and restricts certain transactions. (c) In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Company’s Articles of Incorporation, By-Laws, and currently effective Registration Statement, with the written instructions and directions of the Fund set forth in Schedule A will at Board and the Investment Manager, and any applicable policy and/or procedure adopted by the Board, a copy of which has been delivered to the Subadviser, and shall comply with the requirements of the 1940 Act, the Advisers Act, all times be operated rules and managed in compliance with regulations thereunder, and all other applicable federal and state laws governing its operations and investments. Without limiting regulations. (d) The Subadviser understands that the foregoing, the Subadviser represents and warrants (1) qualification, election and maintenance of such election by each Fund Company intends to be treated managed so as to permit the Funds to qualify or continue to qualify as a "regulated investment company" company under Subchapter M, chapter 1 M of the Internal Revenue Code of 1986, as amended (the "Code")amended, and (2) compliance will coordinate efforts with (a) the provisions of the Act and rules adopted thereunder; (b) applicable federal and state securities, commodities and banking laws; and (c) the distribution requirements necessary Investment Manager to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants achieve that to the extent that any statements or omissions made in any Registration Statement for shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreementobjective. (b) The Subadviser agrees to maintain a level of errors and omissions or professional liability insurance coverage that is from time to time satisfactory to the Adviser.

Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Investment Advisory and Management Agreements Agreement with the Corporation and the Trust. Pursuant to this Subadvisory Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Fund Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser of the Corporation and or the Trust is required to maintainmaintain under provisions of the Act, and will render regular quarterly reports to the Adviser and to officers and Directors/Trustees/Trustees of the Corporation and the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Directors/Trustees of the Corporation and the Trust and in compliance with such policies as the Directors/Trustees of the Corporation and the Trust may from time to time establish, and subject to the last paragraph of this Section, in compliance with (a) the objectives, policies, and limitations for the Fund Portfolio(s) set forth in the Corporation and the Trust's current prospectuses prospectus and statements statement of additional information, and (b) applicable laws and regulations. The Subject to the last paragraph of this Section, the Subadviser represents and warrants to the Adviser that the portion each of the assets which it manages of the Fund Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state securities laws governing its operations and investments. Without limiting ; and (2) so as not to jeopardize either the foregoing, treatment of the Subadviser represents and warrants variable annuity contracts which invest in the Portfolios (1hereinafter "Contracts") qualification, election and maintenance of such election by each Fund to be treated as a "regulated investment company" under Subchapter M, chapter 1 annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the foregoing, and subject to the last paragraph of this Section the Subadviser represents and warrants (1) to manage each Portfolio so as to be treated as a "regulated investment company" under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service's regulations under Section 817(h) of the Code; (c) applicable federal and state securities, commodities and banking securities laws; and (cd) the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Corporation and the Trust, or any amendment or supplement thereto, are made in direct reliance upon and in direct conformity with specific information furnished by the Subadviser expressly for use thereintherein ("Furnished Information"), such Registration Statement and any amendments or supplements thereto will, with respect to the Furnished Information, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Commission thereunder (the "1933 Act") and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Further, any statements or omissions in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, which are made based upon Furnished Information and which have been provided to Subadviser for its review, shall be deemed acknowledged and approved by Subadviser, unless Subadviser provides Adviser with written indication to the contrary within 5 business days of its receipt of the Registration Statement, amendment or supplement for review. The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. (b) . The Adviser acknowledges that the Subadviser agrees is not the compliance agent for any Portfolio or for the Trust or the Adviser, and does not have access to maintain a level all of errors each Portfolio's books and omissions or professional liability insurance coverage records necessary to perform certain compliance testing. To the extent that is from time the Subadviser has agreed to time satisfactory perform the services specified in this Section in accordance with the Trust's registration statement, the Trust's Agreement and Declaration of Trust and By-Laws, the Trust's Prospectus and any policies adopted by the Trust's Board of Trustees applicable to the AdviserPortfolios (collectively, the "Charter Requirements'), and in accordance with applicable law (including Sub-chapters M and L of the Code, the Act and the Advisers Act ('Applicable Law')), the Subadviser shall perform such services based upon its books and records with respect to each Portfolio, which comprise a portion of each Portfolio's books and records, and upon information and written instructions received from the Adviser or the Trust's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Adviser or the Trust's administrator. The Adviser shall promptly provide the Subadviser with copies of the Trust's registration statement, the Trust's Agreement and Declaration of Trust and By-Laws, the Trust's currently effective Prospectus and any written policies or procedures adopted by the Trust's Board of Trustees applicable to the Portfolio and any amendments or revisions thereto.