SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

(Amendment No.    )

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SEASONS SERIES TRUST

(Name of Registrant as Specified In Its Charter)

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SEASONS SERIES TRUST

Large Cap Value Portfolio

P.O. Box 15570

Amarillo, TX 79105-5570

December 23, 2015

Dear Contract Owner:

You are receiving the enclosed information statement (the “Information Statement”) because you own shares in the Large Cap Value Portfolio (the “Portfolio”), a series of Seasons Series Trust (the “Trust”). The purpose of the Information Statement is to inform you that on October 13, 2015, the Board of Trustees of the Trust (the “Board”) approved the appointment of American Century Investment Management, Inc. (“American Century”) as a new subadviser to a portion of the Portfolio, pursuant to a new subadvisory agreement between SunAmerica Asset Management, LLC (“SAAMCo”) and American Century with respect to the Portfolio. Effective October 26, 2015, American Century replaced T. Rowe Price Associates, Inc. (“T. Rowe Price”) as a subadviser to the Portfolio.

As a matter of regulatory compliance, the Information Statement describes, among other things, the changes to the Portfolio, including the Portfolio’s new management structure and the factors considered by the Board with respect to the approval of the new subadvisory agreement with American Century. The fees and expenses you pay as an investor in the Portfolio will not increase as a result of the changes approved by the Board. Please read the Information Statement carefully.

This document is for your information only and you are not required to take any action. Should you have any questions about these changes or if we can be of service to you in any other way, please call our customer service center between the hours of 8:00 a.m. PST and 5:00 p.m. PST at (800) 445-7862. As always, we appreciate your confidence and trust and look forward to serving you in the future.

Sincerely,

/s/ John T. Genoy

John T. Genoy

President

Seasons Series Trust

SEASONS SERIES TRUST

Large Cap Value Portfolio

P.O. Box 15570

Amarillo, TX 79105-5570

INFORMATION STATEMENT

REGARDING IMPORTANT SUBADVISER CHANGES

This Information Statement is being provided to the shareholders of the Large Cap Value Portfolio (the “Portfolio”) in lieu of a proxy statement, pursuant to the terms of an exemptive order received by SunAmerica Asset Management, LLC (“SAAMCo”) from the Securities and Exchange Commission (the “SEC”), which allows SAAMCo to hire new subadvisers and make changes to existing subadvisory agreements on behalf of Seasons Series Trust (the “Trust”) with the approval of the Board of Trustees (the “Board” or the “Trustees”), but without obtaining shareholder approval. This Information Statement is being posted at www.aig.com/informationstatements on behalf of the Trustees of the Trust.

We are not asking for a proxy and you are requested not to send us a proxy. This

document is for informational purposes only and you are not required to take any action.

Purpose of the Information Statement

At an in-person meeting held on October 13, 2015 (the “Meeting”), the Board, including a majority of the Trustees who are not “interested persons” of the Trust, as defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Disinterested Trustees”), approved (1) a new subadvisory agreement (the “Subadvisory Agreement”) between SAAMCo, the Portfolio’s investment adviser, and American Century Investment Management, Inc. (“American Century”) with respect to the Portfolio; and (2) the termination of the subadvisory agreement between SAAMCo and T. Rowe Price Associates, Inc. (“T. Rowe Price”) with respect to the Portfolio.

The transition from T. Rowe Price to American Century occurred on October 26, 2015. The purpose of this Information Statement is to explain the changes to the Portfolio including, but not limited to, the terms of the Subadvisory Agreement, the factors considered by the Board in approving the Subadvisory Agreement, the subadvisory fees to be paid by the Portfolio under the Subadvisory Agreement, the amount of advisory fees to be retained by SAAMCo and information about other comparable funds managed by American Century.

The Trust and the Adviser

The Portfolio is an investment series of the Trust, a Massachusetts business trust. The Trust entered into an Investment Advisory and Management Agreement (the “Advisory Agreement”) with SAAMCo with respect to the Trust on January 1, 1999, as amended from time to time, which was last approved by the Board, including a majority of the Disinterested Trustees, at the Meeting. SAAMCo is an investment adviser registered with the SEC and is located at Harborside Financial Center, 3200 Plaza 5, Jersey City, New Jersey 07311-4992. SAAMCo, organized in 1982 under the laws of Delaware, is an indirect, wholly-owned subsidiary of American International Group, Inc.

As investment adviser, SAAMCo selects the subadvisers for the Portfolio, manages the Portfolio, provides various administrative services to the Portfolio and supervises the Portfolio’s daily business affairs, subject to oversight by the Board. The Advisory Agreement authorizes SAAMCo to retain subadvisers for the Portfolio for which it does not manage the assets. SAAMCo selects subadvisers it believes will provide the Portfolio with the

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highest quality investment services. SAAMCo monitors the activities of the subadvisers and, from time to time, will recommend the replacement of a subadviser on the basis of investment performance, style drift or other considerations. At the Meeting, SAAMCo recommended American Century as a new subadviser to the Portfolio after conducting a management selection process.

The subadvisers to the Portfolio, including American Century, act pursuant to agreements with SAAMCo. Their duties include furnishing continuing advice and recommendations to the Portfolio regarding securities to be purchased and sold, selecting broker-dealers and negotiating commission rates for the Portfolio. The subadvisers are independent of SAAMCo and discharge their responsibilities subject to the policies of the Trustees and the oversight and supervision of SAAMCo, which pays the subadvisers’ fees. The Portfolio does not pay fees directly to a subadviser.

The Subadvisory Agreement

American Century serves as subadviser to the Portfolio pursuant to the Subadvisory Agreement. Under the terms of the Subadvisory Agreement, and subject to the oversight and review of SAAMCo, American Century will manage the investment and reinvestment of the Portfolio’s assets and will: (i) determine the securities and other investments or instruments to be purchased or sold and execute such documents on behalf of the Portfolio as may be necessary in connection therewith; (ii) provide SAAMCo with records concerning its activities which SAAMCo and/or the Trust are required to maintain; and (iii) render regular reports to SAAMCo and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadvisory Agreement also provides that in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties thereunder, American Century shall not be subject to liability to SAAMCo, the Trust or to any shareholder of the Trust for any act or omission in rendering services under the Subadvisory Agreement, including, without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which the Subadvisory Agreement relates, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to American Century’s receipt of compensation for services.

The Subadvisory Agreement shall continue in effect for an initial two-year term beginning October 26, 2015. Thereafter, its continuance must be approved annually in the manner required by the 1940 Act and the rules thereunder. The Subadvisory Agreement terminates automatically upon its assignment and is terminable at any time, without penalty, by the majority of the Board, the holders of a majority of the outstanding shares of the Portfolio, or by SAAMCo, on not less than 30 nor more than 60 days’ written notice.

The Subadvisory Agreement is substantially similar in all material respects to the previous subadvisory agreement with T. Rowe Price, except for: (i) the effective date and term of the agreement; (ii) the amount of the subadvisory fees; (iii) the requirement that American Century maintain a level of errors or omissions or professional liability insurance coverage during the term of the Subadvisory Agreement; and (iv) the lack of a provision prohibiting the subadviser from terminating the agreement unless another subadvisory agreement has been approved or until six months have elapsed from the date of the subadviser’s notice of termination. The Subadvisory Agreement will not result in an increase in fees to shareholders as SAAMCo, and not the Portfolio, is responsible for all fees payable pursuant to the Subadvisory Agreement. A copy of the Subadvisory Agreement is attached to this Information Statement as Exhibit A. The foregoing summary of the terms of the Subadvisory Agreement is qualified in its entirety by reference to the attached exhibits.

For the fiscal year ended March 31, 2015, SAAMCo received advisory fees from the Portfolio in the amount of $6,335,973, or 0.744% of the Portfolio’s average daily net assets for the period (i.e., $851.6 million). For the same period, SAAMCo paid subadvisory fees to T. Rowe Price and Wellington Management Company LLP (“Wellington Management”), a subadviser to the Portfolio, in the aggregate amount of $1,902,769, or 0.223% of the average daily net assets of the Portfolio, and thus retained $4,433,204.

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If, for the fiscal year ended March 31, 2015, American Century had served as subadviser to the Portfolio for the entire period, SAAMCo would have paid subadvisory fees to American Century and Wellington Management in the aggregate amount of $1,810,704, or 0.213% of the average daily net assets of the Portfolio, and thus would have retained $4,525,269. The subadvisory fee rate payable to American Century was negotiated at arms-length, based on a variety of factors, including the value of the services to be provided, the competitive environment in which the Portfolio will be marketed, the investment characteristics of the Portfolio relative to other similar funds and the fees charged to comparable products within the industry. There is no change in the advisory fee rate paid by the Portfolio as a result of the approval of American Century as a subadviser to the Portfolio.

Information about the Subadviser

American Century. American Century is a registered investment adviser located at 4500 Main Street, Kansas City, MO 64111. American Century is a Delaware corporation and is a wholly-owned subsidiary of American Century Companies, Inc. (“ACC”). American Century commenced operations in 1958. As of September 30, 2015 accounts managed by American Century had combined assets of approximately $141.5 billion.

The following are the names and principal occupations of the principal executive officer and each director of American Century. The address of the principal executive officer and each director is 4500 Main Street, Kansas City, Missouri 64111.

Name	Principal Occupation
G. David MacEwen	Co-President, Co-Chief Executive Officer, and Co-Chief Investment Officer (American Century)
Victor S. Zhang	Co-President, Co-Chief Executive Officer, and Co-Chief Investment Officer (American Century)
Jonathan S. Thomas	Director (American Century); President and Chief Executive Officer (ACC)
Patrick T. Bannigan	Director (American Century); Chief Operating Officer and Chief Financial Officer (ACC)

No officers or Trustees of the Trust are officers, employees, directors, general partners or shareholders of American Century or ACC. No Trustee of the Trust has owned any securities of, or has had any material interest in, or a material interest in a material transaction with American Century or its affiliates since the beginning of the Portfolio’s most recent fiscal year.

American Century is the investment adviser for a mutual fund that has an investment objective similar to that of the Portfolio, the American Century Large Company Value Fund. Information concerning such fund’s assets, and the management fee rate paid (as a percentage of average net assets) to American Century for its management services, are set forth below. American Century receives a unified management fee from the American Century Large Company Value Fund out of which American Century is responsible to pay all of the expenses of each class of such fund, other than interest, taxes, brokerage commissions, extraordinary expenses, and the fees and expenses of the independent directors (including counsel fees). Because American Century is responsible for covering the expenses of the American Century Large Company Value Fund, including the provision of transfer agency and other shareholder services, the services provided to the American Century Large Company Value Fund are not comparable to the pure investment advisory services provided to the Portfolio and may not provide a relevant comparison of management fees.

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Other Funds/ Institutional Accounts	Assets as of March 31, 2015	Fee Rate (% of average daily net assets)
American Century Large Company Value Fund	$762.7 million	Investor Class, A Class, C Class and R Class: 0.900% on the first $1.0 billion 0.800% on the next $4.0 billion 0.700% over $5.0 billion
		Institutional Class: 0.700% on the first $1.0 billion 0.600% on the next $4.0 billion 0.500% over $5.0 billion
		R6 Class: 0.550% on the first $1.0 billion 0.450% on the next $4.0 billion 0.350% over $5.0 billion

Factors Considered by the Board

At the Meeting, the Board, including a majority of the Disinterested Trustees, approved the Subadvisory Agreement with respect to the Portfolio. As a result, effective October 26, 2015, American Century assumed portfolio management responsibilities for the Portfolio.

In accordance with Section 15(c) of the 1940 Act, the Board requested, and SAAMCo and American Century provided, materials relating to the Board’s consideration of whether to approve the Subadvisory Agreement. The Board also took into account presentations made at the Meeting by members of management as well as presentations made by representatives of American Century who responded to questions posed by the Board and management. The Disinterested Trustees were separately represented by independent counsel in connection with their consideration of the approval of the Subadvisory Agreement. In determining whether to approve the Subadvisory Agreement, the Board, including the Disinterested Trustees, also considered the following information:

Nature, Extent and Quality of Services Provided by American Century. The Board, including the Disinterested Trustees, considered the nature, extent and quality of services expected to be provided by American Century with respect to the Portfolio, including investment management services such as investment research, advice and supervision, and determining which securities will be purchased or sold by the Portfolio, subject to the oversight and review of SAAMCo. In addition, the Board reviewed American Century’s history, structure, size, visibility and resources, which are needed to attract and retain highly qualified investment professionals. The Board also reviewed the personnel that would be responsible for providing portfolio management services to the Portfolio. The Board concluded, based on the materials provided, discussions with American Century representatives, and diligence conducted by management, that: (i) American Century would be able to retain high quality portfolio managers and other investment personnel; (ii) American Century would exhibit a high level of diligence and attention to detail in carrying out its responsibilities as a subadviser; and (iii) American Century would be responsive to requests of the Board and of SAAMCo. The Board also considered that American Century has developed internal policies and procedures for monitoring compliance with the investment objectives, policies and restrictions of the Portfolio. The Board further considered SAAMCo’s assessment of American Century’s code of ethics, compliance and regulatory history and risk management processes. The Board also reviewed and considered American Century’s compliance and regulatory history, including information about whether it has been involved in any litigation, regulatory actions or investigations that could impair its ability to serve as subadviser to the Portfolio. The Board concluded that there was no information provided that would potentially have a material adverse effect on American Century’s ability to serve as a subadviser to the Portfolio.

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The Board concluded that the nature and extent of services expected to be provided by American Century under the Subadvisory Agreement were reasonable and appropriate in relation to the proposed subadvisory fees and that the quality of services was reasonably expected to be high.

Consideration of the Subadvisory Fee and the Cost of the Services to be Provided by American Century. The Board, including the Disinterested Trustees, also received and reviewed information regarding the fees to be paid by SAAMCo to American Century pursuant to the Subadvisory Agreement. The Board noted that the subadvisory fee to be paid by SAAMCo to American Century pursuant to the Subadvisory Agreement would be lower than the subadvisory fees that were paid to T. Rowe Price pursuant to the previous subadvisory agreement between SAAMCo and T. Rowe Price with respect to the Portfolio.

To assist in analyzing the reasonableness of the management fee for the Portfolio, the Board received reports independently prepared by Lipper, Inc. (“Lipper”), an independent third-party provider of mutual fund data, which contained comparative fee and expense information with respect to the Portfolio (which is based on estimated expense amounts) and a representative group of similar funds as determined by Lipper. In considering the reasonableness of the management fee to be paid by the Portfolio to SAAMCo, the Board reviewed a number of expense comparisons, including: (i) contractual and actual advisory fees; and (ii) total operating expenses. The Board also considered the various expense components of the Portfolio and compared the Portfolio’s net expense ratio to those of other funds within its Peer Group and Peer Universe as a guide to help assess the reasonableness of the management fee for the Portfolio. The Board acknowledged that it was difficult to make precise comparisons with other funds in the Peer Group and Peer Universe since the exact nature of services provided under the various fund agreements is often not apparent. The Board noted, however, that the comparative fee information provided by Lipper, as a whole, was useful in assessing whether SAAMCo would be providing services for a fee that would be competitive with other, similar funds. The Board took into account management’s discussion of the Portfolio’s proposed fees and anticipated expenses.

The Board also received and reviewed information regarding the subadvisory fee to be paid by SAAMCo to American Century pursuant to the Subadvisory Agreement. To assist in analyzing the reasonableness of the subadvisory fee, the Board received a report prepared independently by Lipper. The report showed comparative fee information of the Portfolio’s Peer Group and Peer Universe that the Board used as a guide to help assess the reasonableness of the subadvisory fees. The Board noted that the Peer Group and Peer Universe information, as a whole, was useful in assessing whether American Century was providing services at a cost that was competitive with other similar funds. The Board also considered that the subadvisory fee was paid by SAAMCo out of its advisory fee and not by the Portfolio, and that subadvisory fees may vary widely within a peer group for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. The Board further noted that, at current asset levels, the subadvisory fee to be paid by SAAMCo to American Century pursuant to the Subadvisory Agreement would be lower than the aggregate subadvisory fee paid to T. Rowe Price pursuant to the previous subadvisory agreements between SAAMCo and T. Rowe Price with respect to the Portfolio. The Board also considered the amount of the subadvisory fees to be paid out by SAAMCo and the amount of the advisory fee that it would retain and determined that these amounts were reasonable in light of the services to be performed by SAAMCo and American Century, respectively.

The Board also considered fees received by American Century with respect to other mutual funds and accounts for which it serves as adviser or subadviser that have similar investment strategies to the Portfolio, and reviewed any relevant distinctions or differences with respect to such other mutual portfolios or accounts.

Investment Performance. The Board, including the Disinterested Trustees, also considered performance data with respect to any other mutual funds or other accounts advised or subadvised by American Century with similar investment objectives and/or strategies, as applicable. In considering this comparative performance, however, the Board also reviewed any relevant distinctions and differences, and acknowledged that past performance is not necessarily indicative of future results.

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Profitability. The Board also considered SAAMCo’s profitability and the benefits SAAMCo and its affiliates would receive from its relationship with the Portfolio. The Board was provided with a profitability analysis that detailed the revenues that would be earned and the expenses that would be incurred by SAAMCo and its affiliates that provide services to the Portfolio, including an analysis of the effect on SAAMCo’s profitability from the change to American Century.

The Board also reviewed financial statements and/or other reports from American Century and considered whether American Century had the financial resources necessary to attract and retain high quality investment management personnel and to provide high quality services to the Portfolio. The Board concluded that American Century had the financial resources necessary to perform its obligations under the Subadvisory Agreement and would provide the Portfolio with high quality services. The Board also concluded that the subadvisory fees were reasonable in light of the factors discussed above.

Economies of Scale. The Board did not review specific information regarding whether there would be economies of scale with respect to American Century’s management of the Portfolio because it regards that information as less relevant at the subadviser level given the arm’s-length negotiation of the sub-advisory fee. The Board noted that the negotiated sub-advisory fee, like the fees for the other sub-advisers and SAAMCO, contains breakpoints that would provide some benefit to the Portfolio as the Portfolio’s assets managed by American Century increase. Rather, the Board noted that it considered information regarding economies of scale in the context of the renewal of the Advisory Agreement between the Trust and SAAMCo with respect to the Portfolio.

Other Factors. In consideration of the Subadvisory Agreement, the Board also received information regarding American Century’s brokerage practices. The Board considered that SAAMCo and American Century would be responsible for decisions to buy and sell securities for the Portfolio, selection of broker-dealers and negotiation of commission rates. The Board also considered that American Century does not have any soft dollar arrangements and does not anticipate entering into any in the foreseeable future.

Conclusion. After a full and complete discussion, the Board approved the Subadvisory Agreement, for an initial term of two years beginning October 26, 2015. Based upon its evaluation of all these factors in their totality, the Board, including the Disinterested Trustees, was satisfied that the terms of the Subadvisory Agreement were fair and reasonable and in the best interests of the Portfolio and its shareholders. In arriving at a decision to approve the Subadvisory Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and each Disinterested Trustee may have attributed different weights to different factors. The Disinterested Trustees were also assisted by the advice of independent legal counsel in making this determination.

Ownership of Shares

As of October 26, 2015, all shares of the Portfolio were owned directly by the separate accounts of American General Life Insurance Company (“American General”) or affiliated mutual funds. The following shareholders directly owned 5% or more of the indicated shares outstanding as of October 26, 2015:

Class	Name of Owner	Shares		Percentage of Class
Class 1	SunAmerica Dynamic Strategy Portfolio		21,402,504		52	%
Class 1	SunAmerica Dynamic Allocation Portfolio		23,397,177		48	%
Class 2	American General		1,905,891		100	%
Class 3	Allocation Balanced Portfolio		1,599,985		15	%
Class 3	Allocation Growth Portfolio		965,889		9	%
Class 3	Allocation Moderate Growth Portfolio		4,653,154		43	%
Class 3	Allocation Moderate Portfolio		2,408,659		22	%
Class 3	American General		1,111,974		10	%

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American General is a stock life insurance company organized under the laws of the state of Texas and its address is 2727-A Allen Parkway, Houston, Texas 77019. Allocation Balanced Portfolio, Allocation Moderate Growth Portfolio, Allocation Moderate Growth Portfolio, and Allocation Moderate Portfolio are each a series of the Trust and their address is 1999 Avenue of the Stars, 27th Floor, Los Angeles, CA 90067. SunAmerica Dynamic Allocation Portfolio and SunAmerica Dynamic Strategy Portfolio are each a series of SunAmerica Series Trust and their address is 1999 Avenue of the Stars, 27th Floor, Los Angeles, CA 90067.

To SAAMCo’s knowledge, no other person was known by the Portfolio to own a variable annuity contract and/or variable life insurance policy or interests therein of more than 5% of any class of the outstanding shares of the Portfolio. The Trustees and officers of the Trust and members of their families as a group beneficially owned less than 1% of the beneficial interest of the Portfolio as of October 26, 2015.

Brokerage Commissions

For the fiscal year ended March 31, 2015, the Portfolio did not pay any commissions to affiliated broker-dealers.

Other Service Agreements

For the fiscal year ended March 31, 2015, the Portfolio paid an aggregate amount of $739,221 in shareholder services fees to American General Life Insurance Company and The United States Life Insurance Company in the City of New York, each of which are affiliates of SAAMCo, the Portfolio’s adviser. In addition, the Portfolio paid $2,196 to VALIC Retirement Services Company (“VRSCO”) for transfer agency services during the fiscal year ended March 31, 2015. VRSCO is also an affiliate of SAAMCo and is located at 2929 Allen Parkway, Houston, Texas 77019. The Portfolio does not have a principal underwriter.

Shareholder Reports

Copies of the most recent annual and semi-annual reports of the Trust are available without charge and may be obtained by writing the Trust at P.O. Box 15570, Amarillo, TX 79105-5570 Attn: Annuity Service Center or by calling (800) 445-7862.

Shareholder Proposals

The Trust is not required to hold annual shareholder meetings. If a shareholder wishes to submit proposals for consideration at a future shareholder meeting, the Trust must receive the proposal a reasonable time before the solicitation is to be made. Written proposals should be sent to Kathleen D. Fuentes, Esq., Secretary of Seasons Series Trust, 2919 Allen Parkway, Houston, Texas 77019.

By Order of the Board of Trustees,

/s/ Kathleen D. Fuentes

Kathleen D. Fuentes

Secretary

Seasons Series Trust

Dated: December 23, 2015

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Exhibit A

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of October 26, 2015 by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (the “Trust”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 1999, as amended from time to time (the “Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and may issue shares of beneficial interest, without par value, in separately designated portfolios representing separate funds with their own investment objectives, policies and purposes; and

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of 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 Trustees of the Trust and in compliance with such policies as the Trustees of 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 Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information, as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the 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 current prospectus and statement of additional information (together, the “Registration Statement”) as most recently provided by the

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Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser 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 in any Registration Statement for the shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such information 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 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 and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for the Portfolio(s), broker-dealers, futures commission merchants’ and other counterparties selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing Portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of

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commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect Portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to Portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

The Subadviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all Portfolio transactions entered into by the Subadviser on behalf of the Portfolio(s).

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month (i.e., the applicable annual fee rate divided by 365 applied to each prior day’s net assets in order to calculate the daily accrual). For purposes of calculating the Subadviser’s fee, the average daily net asset value of a Portfolio shall mean the average daily net assets for which the Subadviser provides advisory services, and shall be determined by taking an average of all determinations of such net asset value during the month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Reports. The Trust and the Adviser agree to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as the Subadviser may reasonably request.

The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its CCO) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

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5. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

6. Proxy Voting. The Adviser will vote proxies relating to the Portfolio’s securities. The Adviser will vote all such proxies in accordance with such proxy voting guidelines and procedures adopted by the Board of Trustees. The Adviser may, on certain non-routine matters, consult with the Subadviser before voting proxies relating to the Portfolio’s securities. The Adviser will instruct the custodian and other parties providing services to the Trust promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Portfolio (other than materials relating to legal proceedings).

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust will be provided promptly to the Trust or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the Securities and Exchange Commission (“SEC”), the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

8. Reference to the Subadviser. None of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons,

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shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

10. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two (2) years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

With respect to a Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to a Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trust with respect to securities or other investments held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

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15. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

16. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

17. Confidentiality. Neither party will disclose, or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement or as reasonably required to execute transactions on behalf of the Portfolio(s) or to advise on the Portfolio(s), and will keep confidential any non-public information obtained directly as a result of this service relationship. A receiving party shall disclose such non-public information only if the other party has authorized such disclosure by prior written consent, or if such information is or hereafter otherwise is known by disclosing party or has been disclosed, directly or indirectly, by the disclosing party to others, becomes ascertainable from public or published information or trade sources, or if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or to the extent such disclosure is reasonably required by auditors or attorneys of the disclosing party in connection with the performance of their professional services or as may otherwise be contemplated by this Agreement. Notwithstanding the foregoing, the Subadviser may disclose the total return earned by the Portfolio(s) and may include such total return in the calculation of composite performance information.

18. Representations. By execution of this Agreement, Subadviser represents that it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act and that it has electronically provided to the Adviser Part 2A of its registration on Form ADV prior to signing this Agreement.

19. Notices. All notices shall be in writing and deemed properly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

Subadviser:	American Century Investment Management, Inc.
	4500 Main Street Kansas City, MO 64111 Attention: General Counsel
Adviser:	SunAmerica Asset Management, LLC Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311 Attention: Gregory N. Bressler Senior Vice President and General Counsel

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IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Agreement as of the date first above written.

SUNAMERICA ASSET MANAGEMENT, LLC
By:	/s/ Peter A. Harbeck
	Name: Peter A. Harbeck
	Title: President and Chief Executive Officer
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:	/s/ Otis H. Cowan
	Name: Otis H. Cowan
	Title: Vice President

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SCHEDULE A

Portfolio(s)	Annual Fee (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)
Large Cap Value Portfolio	[Omitted]

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SEASONS SERIES TRUST

P.O. Box 15570

Amarillo, TX 79105-5570

Large Cap Value Portfolio

(the “Portfolio”)

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF

INFORMATION STATEMENT

(the “Notice”)

The Information Statement referenced in this Notice is available at

www.aig.com/informationstatements

This Notice is to inform you that an information statement (the “Information Statement”) regarding the changes in the Portfolio’s subadvisers is now available at the website referenced above. The Portfolio is a series of Seasons Series Trust (the “Trust”). Please note that this Notice is only intended to provide an overview of the matter covered in the Information Statement. We encourage you to access SunAmerica’s website to review a complete copy of the Information Statement, which contains important information about the changes.

As discussed in the Information Statement, on October 13, 2015, the Board of Trustees of the Trust approved the appointment of American Century Investment Management, Inc. (“American Century”) as a new subadviser to a portion of the Portfolio, pursuant to a new subadvisory agreement between SunAmerica Asset Management, LLC (“SunAmerica”) and American Century with respect to the Portfolio. Effective October 26, 2015, American Century replaced T. Rowe Price Associates, Inc. as a subadviser to the Portfolio.

The Trust has received an exemptive order from the Securities and Exchange Commission which allows SunAmerica, subject to certain conditions, to enter into and materially amend subadvisory agreements without obtaining shareholder approval. As required by this exemptive order, a fund is required to provide information to shareholders about a new subadviser or change in an existing subadvisory agreement within 60 days of the hiring of any new subadviser or change in any existing subadvisory agreement. The Information Statement is designed to satisfy this requirement.

This Notice is being mailed on or about December 23, 2015, to all participants in a contract who were invested in the Portfolio as of the close of business on October 26, 2015. A copy of the Information Statement will remain on Sun America’s website until at least December 23, 2016, and shareholders can request a complete copy of the Information Statement until that time.

You can obtain a paper copy of the complete Information Statement, without charge, by writing the Trust at P.O. Box 15570, Amarillo, TX 79105-5570 or by calling (800) 445-7862. You may also have an electronic copy of the Information Statement sent to you without charge by sending an email request to the Trust at webmaster@sunamerica.com. You can request a complete copy of the Information Statement until December 23, 2016. To ensure prompt delivery, you should make your request no later than that time. Please note that you will not receive a paper copy unless you request it.

This Notice and the Information Statement are for your information only and you are not required to take any action.