EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the
"Agreement") is made as of the 23rd day of January, 2012 by and
between SUNAMERICA SERIES TRUST, a Massachusetts
business trust (the "Trust"), on behalf of the SUNAMERICA
DYNAMIC ALLOCATION PORTFOLIO (the "Portfolio"), and
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser").
WHEREAS, the Adviser serves as the investment
adviser to the Portfolio pursuant to an Investment Advisory and
Management Agreement (the "Advisory Agreement"); and
WHEREAS, the Trust, on behalf of the Portfolio,
and the Adviser desire to enter into an agreement whereby the
Adviser agrees to waive its fees and/or reimburse expenses to the
extent necessary to cap the annual fund operating expenses of the
Portfolio at a certain level.
NOW THEREFORE, it is hereby agreed between
the parties hereto as follows:
1. The Adviser agrees to waive its fees and/or
reimburse expenses to the extent necessary so that
the "annual fund operating expenses," as described
in the registration statement form applicable to the
Trust for the Portfolio's Class 3 shares do not
exceed 0.55% of the average daily net assets of the
Portfolio. Annual fund operating expenses shall not
include extraordinary expenses, as determined
under generally accepted accounting principals, or
"acquired fund fees and expenses."
2. This Agreement shall be effective as of the date first
written above and shall continue in effect with
respect to the Portfolio until April 30, 2013 (the
"Expiration Date") unless earlier terminated by the
Board of Trustees of the Trust, including a majority
of the independent trustees. Independent trustees
are trustees who are not deemed to be "interested
persons" of the Trust, as defined under Section
2(a)(19) of the Investment Company Act of 1940,
as amended. This Agreement shall continue in
effect for successive one-year periods from the
Expiration Date only if the Adviser notifies the
Portfolio prior to the Expiration Date that it agrees
to extend the current expense cap applicable to the
Portfolio for an additional one-year period. Upon
the termination of the Advisory Agreement, this
Agreement shall automatically terminate.
3. The Adviser hereby retains the right to receive
reimbursements of, and the Trust, on behalf of the
Portfolio, hereby agrees to reimburse reductions of
the fees paid to the Adviser under the Advisory
Agreement and the expenses paid by the Adviser or
reimbursed by it in accordance with paragraph 1
above, for a period of two years after the occurrence
of any waiver and/or reimbursement; provided,
however, that such payment to the Adviser shall not
be made if it would cause the annual fund operating
expenses of the Portfolio's Class 3 shares to exceed
0.55%. Upon the termination of this Agreement,
the Adviser will continue to be entitled to receive
reimbursements of amounts already waived and/or
reimbursed under Section 1, provided that such
amounts are paid to the Adviser in accordance with
the provisions of Section 1, and at the expense cap
levels in effect at the time such waivers and/or
reimbursements occurred.
4. This Agreement shall be constructed in accordance
with the laws of the State of New York without
giving effect to principles of conflicts of law.
5. This Agreement may be amended by mutual
consent or the parties hereto in writing.
IN WITNESS WHEREOF, the parties hereto have
caused this Expense Limitation Agreement to be executed by their
duly authorized officers as of the day and year first above written.
SUNAMERICA SERIES TRUST,
on behalf of the SunAmerica Dynamic
Allocation Portfolio
By: //s// XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: President
SUNAMERICA ASSET
MANAGEMENT CORP.
By: //s// XXXXX X. XXXXXXX
Name: Xxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
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Agreements\Expense Limitation Agreement\Expense
Limitation Agreement (01-23-12).doc
