Exhibit 23(d)(xxix)
[FORM OF]
ADVISORY FEE WAIVER AGREEMENT
SUNAMERICA SERIES TRUST
American Funds Asset Allocation SAST Portfolio
American Funds Global Growth SAST Portfolio
American Funds Growth SAST Portfolio
American Funds Growth-Income SAST Portfolio
(collectively, the "Feeder Portfolios" and each a "Feeder Portfolio")
This ADVISORY FEE WAIVER AGREEMENT, effective as of ______, 2006, is by
and between AIG SunAmerica Asset Management Corp. (the "Adviser") and SunAmerica
Series Trust (the "Trust"), on behalf of the Feeder Portfolios.
WHEREAS, the Trust is a Massachusetts business trust and is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end management investment company of the series type; and
WHEREAS, the Trust and the Adviser have entered into an Investment
Advisory and Management Agreement dated January 1, 1999, as amended from
time-to-time ("Advisory Agreement"), pursuant to which the Adviser provides
investment advisory services to the Feeder Portfolios for compensation based on
the value of the average daily net assets of the Feeder Portfolios; and
WHEREAS, the Trust and the Adviser have determined that it is
appropriate and in the best interests of the Feeder Portfolios and their
shareholders to maintain the expenses of the Feeder Portfolios at levels
agreeable to the Trust and the Adviser; and
WHEREAS, the Feeder Portfolios are to be initially structured as
"feeder funds" which invest substantially all of their assets in "master funds"
which are series of the American Funds Insurance Series (the "Master
Portfolios"), as follows:
Feeder Portfolios Master Portfolios
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American Funds Growth SAST Portfolio Growth Portfolio
American Funds Growth-Income SAST Portfolio Growth-Income Portfolio
American Funds Global Growth SAST Portfolio Global Growth Portfolio
American Funds Asset Allocation SAST Portfolio Asset Allocation Portfolio
NOW THEREFORE, the parties hereto agree as follows:
1. Advisory Fee Waiver.
During the term of this Agreement, for so long as a Portfolio invests
substantially all of its assets in its corresponding Master Portfolio,
the Adviser hereby agrees to waive that portion of its total investment
advisory fee that exceeds the following percentages:
American Funds Growth SAST Portfolio 0.25%
American Funds Growth-Income SAST Portfolio 0.25%
American Funds Global Growth SAST Portfolio 0.25%
American Funds Asset Allocation SAST Portfolio 0.25%
2. Termination of Agreement.
With respect to each Feeder Portfolio, this Agreement shall terminate
at such time as a Feeder Portfolio no longer invests substantially all
of its assets in a Master Portfolio. Notwithstanding the previous
sentence, this Agreement shall terminate upon termination of the
Advisory Agreement with respect to a Feeder Portfolio, or it may be
terminated, without payment of any penalty, at any time by mutual
consent of the parties or by the Trust, upon sixty (60) days' prior
written notice to the Adviser at its principal place of business.
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III. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no other -------- way
define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
B. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the
investment advisory fee having a counterpart in or otherwise
derived from the terms and provisions of the Advisory
Agreement or the 1940 Act, shall have the same meaning as and
be resolved by reference to such Advisory Agreement or the
1940 Act.
C. Choice of Law. This Agreement shall be governed by the law of
the State of
New York, without regard to the conflicts of law
provisions thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
SUNAMERICA SERIES TRUST AIG SUNAMERICA ASSET
MANAGEMENT CORP.
By: By:
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Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
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Title: Vice President & Secretary Title: Vice President and Deputy General
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Counsel
ATTEST: ATTEST:
By: By:
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Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
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Title: Assistant Secretary Title: Associate Counsel
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