EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the
"Agreement") is made as of the 16th day of July, 2012 by and
between SUNAMERICA SERIES TRUST, a Massachusetts
business trust (the "Trust"), on behalf of the SUNAMERICA
DYNAMIC STRATEGY 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 January 31, 2014 (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
Strategy 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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Expense Limitation Agreement\Expense Limitation Agreement DSP (7-16-12).doc
