0001193125-12-412726 Sample Contracts

FORM OF] EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 2nd, 2012 • Sunamerica Series Trust

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the day of October, 2012 by and between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”), on behalf of the PROTECTED ASSET ALLOCATION SAST PORTFOLIO (the “Portfolio”), and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”).

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Amendment No.1 to the Participation Agreement
Participation Agreement • October 2nd, 2012 • Sunamerica Series Trust

This Amendment to the Participation Agreement (“Agreement”) between American Funds Insurance Series (the “Series”), Capital Research and Management Company (“CRMC”) and First SunAmerica Life Insurance Company (“First SunAmerica”) and SunAmerica Series Trust (collectively with First SunAmerica, the “Company”) dated August 30, 2006 is effective this 1st day of April, 2011. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 2nd, 2012 • Sunamerica Series Trust • Massachusetts

THIS AGREEMENT is entered into as of this 1st day of September, 2006 among each of AIG SUNAMERICA LIFE ASSURANCE COMPANY, a corporation organized under the laws of the State of Arizona (the “Insurance Company”), on behalf of itself and certain of its separate accounts; SUNAMERICA SERIES TRUST, a Massachusetts business trust (“Trust”); AMERICAN FUNDS INSURANCE SERIES (“Series”), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY (“CRMC”), a corporation organized under the laws of the State of Delaware.

AMENDMENT NO. 2 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 2nd, 2012 • Sunamerica Series Trust

SunAmerica Series Trust and The United States Life Insurance Company in the City of New York (formerly, First SunAmerica Life Insurance Company) hereby amend the Shareholder Services Agreement dated as of March 7, 2011 as follows:

FORM OF] SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 2nd, 2012 • Sunamerica Series Trust

This Second Amendment (“Amendment”) dated as of October 15, 2012, is by and among American Funds Insurance Series (the “Series”), Capital Research and Management Company (“CRMC”) and The United States Life Insurance Company in the City of New York, merged with and successor to First SunAmerica Life Insurance Company (“US Life”) and SunAmerica Series Trust (collectively with US Life, the “Company”). This Amendment amends the Fund Participation Agreement (the “Agreement”) dated August 30, 2006, as previously amended.

FORM OF] MASTER-FEEDER ADDENDUM TO THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • October 2nd, 2012 • Sunamerica Series Trust

This ADDENDUM dated September 1, 2006, as amended October , 2012, relates to and is part of the Investment Advisory and Management Agreement dated January 1, 1999, as amended, (“Advisory Agreement”) between SunAmerica Series Trust, a Massachusetts business trust (the “Trust”), and SunAmerica Asset Management Corp. (formerly, AIG SunAmerica Asset Management Corp., a Delaware corporation (the “Adviser”). The Trust has created five Portfolios to be named the American Funds Asset Allocation SAST Portfolio, American Funds Growth SAST Portfolio, American Funds Growth-Income SAST Portfolio, American Funds Global Growth SAST Portfolio and Protected Asset Allocation SAST Portfolio (collectively, the “Portfolios”), and desires to retain the Adviser to provide advisory services to the Portfolios pursuant to the Advisory Agreement, as modified hereto.

FORM OF] ADVISORY FEE WAIVER AGREEMENT SUNAMERICA SERIES TRUST American Funds Growth SAST Portfolio American Funds Global Growth SAST Portfolio American Funds Growth-Income SAST Portfolio American Funds Asset Allocation SAST Portfolio Protected Asset...
Fee Waiver Agreement • October 2nd, 2012 • Sunamerica Series Trust • New York

This ADVISORY FEE WAIVER AGREEMENT, effective as of September 1, 2006, as amended August 31, 2007 and October , 2012, is by and between SunAmerica Asset Management Corp., formerly, AIG SunAmerica Asset Management Corp., (the “Adviser”) and SunAmerica Series Trust (the “Trust”), on behalf of the Feeder Portfolios.

FORM OF] AMENDMENT NO. 3 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 2nd, 2012 • Sunamerica Series Trust

SunAmerica Series Trust and The United States Life Insurance Company in the City of New York (formerly, First SunAmerica Life Insurance Company) hereby amend the Shareholder Services Agreement dated as of March 7, 2011 as follows:

FORM OF] INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • October 2nd, 2012 • Sunamerica Series Trust

This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of January 1, 1999, as amended May 23, 2000, November 29, 2000, August 1, 2002, January 1, 2005, October 3, 2005, June 1, 2006, May 1, 2007, May 1, 2008, November 1, 2008, January 23, 2012, July 16, 2012 and October , 2012 between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”) and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser” or “SAAMCo”).

FORM OF] SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 2nd, 2012 • Sunamerica Series Trust

This Second Amendment (“Amendment”) dated as of October 15, 2012, is by and among American Funds Insurance Series (the “Series”), Capital Research and Management Company (“CRMC”) and SunAmerica Annuity and Life Assurance Company, formerly known as AIG SunAmerica Life Assurance Company (“SunAmerica Annuity”) and SunAmerica Series Trust (collectively with SunAmerica Annuity, the “Company”). This Amendment amends the Fund Participation Agreement (the “Agreement”) dated August 30, 2006, as previously amended.

FORM OF] AMENDMENT NO. 3 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 2nd, 2012 • Sunamerica Series Trust

SunAmerica Series Trust and SunAmerica Annuity and Life Assurance Company hereby amend the Shareholder Services Agreement dated as of March 7, 2011 as follows:

AMENDMENT NO. 2 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 2nd, 2012 • Sunamerica Series Trust

SunAmerica Series Trust and SunAmerica Annuity and Life Assurance Company hereby amend the Shareholder Services Agreement dated as of March 7, 2011 as follows:

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