AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED AND RESTATED
This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT is made as of the 5th day of December, 2012, by and between SUNAMERICA EQUITY FUNDS, SUNAMERICA INCOME FUNDS, each a Massachusetts business trust, SUNAMERICA SERIES, INC., SUNAMERICA MONEY MARKET FUNDS, INC., SUNAMERICA SENIOR FLOATING RATE FUND, INC., each a Maryland Corporation, SUNAMERICA SPECIALTY SERIES, a Delaware statutory trust (each a “Fund” and collectively the “Funds”) and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”).
WHEREAS, the Adviser serves as the investment adviser to the Funds’ series set forth on Exhibit A pursuant to an Investment Advisory and Management Agreement with respect to each Fund (collectively, the “Agreements”);
WHEREAS, the Funds and the Adviser entered into an Expense Limitation Agreement dated as of December 6, 2006, as amended, whereby the Adviser has agreed to waive its fees and/or reimburse expenses to the extent necessary to cap the annual fund operating expenses of the Funds at certain levels; and
WHEREAS, the Funds and the Adviser desire to amend and restate the Expense Limitation Agreement in order to: (i) revise and clarify the disclosure in paragraph 3 relating to the Adviser’s right to receive reimbursements of reductions of the fees paid to the Adviser under the Agreements and the expenses paid by the Adviser or reimbursed by it and (ii) make certain non-material changes, including updates to the Fund names, as applicable.
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 Funds, for each Fund’s series or classes set forth on Exhibit A do not exceed the percentage of average daily net assets set forth on Exhibit A. Annual fund operating expense shall not include extraordinary expenses, as determined under generally accepted accounting principals, or “acquired fund” fees and expenses. Exhibit A may be amended from time to time to reflect the termination and/or modification of any waivers/reimbursements with respect to a Fund’s series or classes. |
2. | This Agreement shall be effective as of the date first written above and shall continue in effect with respect to each Fund unless terminated by the Board of Directors/Trustees of the Funds (referred to herein as “Directors”), including a majority of the independent directors. Independent directors are directors who are not deemed to be “interested persons” of the Funds, as defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended. Upon the termination of any of the Agreements with respect to a Fund and/or series thereof, this Expense Limitation Agreement shall automatically terminate with respect to the corresponding Fund and/or series thereof. |
3. | With respect to certain series of the Funds, identified on Exhibit A, the Adviser hereby retains the right to receive reimbursements of, and each Fund, on behalf of its respective series, hereby agrees to reimburse, reductions of the fees paid to the Adviser under the Agreements 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 that the series of the Funds are able to effect such payments to the Adviser and remain in compliance with the expense caps in effect at the time the waivers and/or reimbursements occurred. |
4. | This Expense Limitation Agreement shall be constructed in accordance with the laws of the State of New York. |
5. | This Expense Limitation 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 EQUITY FUNDS | ||||||
SUNAMERICA INCOME FUNDS | ||||||
SUNAMERICA SERIES, INC. | ||||||
SUNAMERICA MONEY MARKET FUNDS, INC. | ||||||
SUNAMERICA SENIOR FLOATING RATE FUND, INC. | ||||||
SUNAMERICA SPECIALTY SERIES | ||||||
By: | /s/ Xxxxxxx X. Xxxxxxxx |
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Name: | Xxxxxxx X. Xxxxxxxx | |||||
Title: | Secretary | |||||
SUNAMERICA ASSET MANAGEMENT CORP. | ||||||
By: | /s/ Xxxxx X. Xxxxxxx |
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Name: | Xxxxx X. Xxxxxxx | |||||
Title: | President |
EXHIBIT A
EXPENSE CAPS
ANNUAL TOTAL FUND OPERATING EXPENSES | ||||||||||||||||||||
(as a percentage of average daily net assets) | ||||||||||||||||||||
FUND/SERIES NAME | ||||||||||||||||||||
Class A | Class B | Class C | Class I | Class Z | ||||||||||||||||
SunAmerica Equity Funds |
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SunAmerica International Equity Fund (R)1 |
1.90 | % | 2.55 | % | 2.55 | % | 1.80 | % | N/A | |||||||||||
SunAmerica Value Fund (R) |
1.63 | % | 2.28 | % | 2.28 | % | N/A | 1.06 | % | |||||||||||
SunAmerica Japan Fund (R) |
1.90 | % | 2.55 | % | 2.55 | % | N/A | N/A | ||||||||||||
Focused Large-Cap Growth Portfolio (R) |
— | 2 | — | 2 | — | 2 | N/A | N/A | ||||||||||||
Focused Small-Cap Growth Portfolio (R) |
1.72 | % | 2.37 | % | 2.37 | % | 1.33 | % | N/A | |||||||||||
SunAmerica Strategic Value Portfolio (R) |
1.72 | % | 2.37 | % | 2.37 | % | N/A | N/A | ||||||||||||
Focused Small-Cap Value Portfolio (R) |
1.72 | % | 2.37 | % | 2.37 | % | N/A | N/A | ||||||||||||
Focused Dividend Strategy Portfolio (R) |
— | 2,4 | — | 2,4 | — | 2,4 | N/A | N/A | ||||||||||||
SunAmerica Income Funds |
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SunAmerica U.S. Government Securities Funds (R) |
0.99 | % | 1.64 | % | 1.64 | % | N/A | N/A | ||||||||||||
SunAmerica GNMA Fund (R) |
0.99 | % | 1.64 | % | 1.64 | % | N/A | N/A | ||||||||||||
SunAmerica Strategic Bond Fund |
1.40 | % | 2.05 | % | 2.05 | % | N/A | N/A | ||||||||||||
SunAmerica High Yield Bond Fund |
1.36 | % | 2.01 | % | 2.01 | % | N/A | N/A | ||||||||||||
SunAmerica Money Market Funds, Inc. |
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SunAmerica Money Market Fund |
— | 2 | — | 2 | — | 2 | 0.80 | % | N/A | |||||||||||
SunAmerica Senior Floating Rate Fund, Inc. |
1.45 | % | N/A | 1.75 | % | N/A | N/A |
EXHIBIT A
EXPENSE CAPS
ANNUAL TOTAL FUND OPERATING EXPENSES | ||||||||||||||||||||
(as a percentage of average daily net assets) | ||||||||||||||||||||
FUND/SERIES NAME | ||||||||||||||||||||
Class A | Class B | Class C | Class I | Class Z | ||||||||||||||||
SunAmerica Specialty Series |
||||||||||||||||||||
2020 High Watermark Fund (R) |
1.65 | % | N/A | 2.30 | % | 1.18 | % | N/A | ||||||||||||
SunAmerica Alternative Strategies Fund (R)3 |
1.72 | % | N/A | 2.37 | % | N/A | 1.52 | % (Class W) | ||||||||||||
SunAmerica Global Trends Fund (R)3 |
1.85 | % | N/A | 2.50 | % | N/A | 1.65 | % (Class W) | ||||||||||||
SunAmerica Focused Alpha Growth Fund(R) |
1.72 | % | N/A | 2.37 | % | N/A | 1.52 | % (Class W) | ||||||||||||
SunAmerica Focused Alpha Large-Cap Fund(R) |
1.72 | % | N/A | 2.37 | % | N/A | 1.52 | % (Class W) |
1 | (R) indicates that this series is subject to the recoupment provisions set forth in paragraph 3 of the Expense Limitation Agreement. |
2 | — indicates no expense cap in effect for the class. |
3 | Notwithstanding anything to the contrary in this Expense Limitation Agreement, the fees and expenses associated with the Fund’s investment in SunAmerica a wholly-owned Cayman subsidiary of the Fund, will be included in determining the amount of “annual fund operating expenses” for purposes of calculating the expense cap hereunder, even though such fees and expenses may be disclosed in the Fund’s registration statement as “acquired fund” fees and expenses. |
4 | This series is subject to the recoupment provision set forth in paragraph 3 of the Expense Limitation Agreement until February 28, 2013 at the prior expense caps of 0.95%, 1.60% and 1.60% for classes A, B and C, respectively. |
As most recently amended on October 26, 2012.