0001193125-13-165236 Sample Contracts

FORM OF] EXPENSE LIMITATION AGREEMENT VCP Total Return Balanced Portfolio
Expense Limitation Agreement • April 22nd, 2013 • Sunamerica Series Trust

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the day of , 2013 by and between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”), on behalf of the VCP TOTAL RETURN BALANCED PORTFOLIO (the “Portfolio”), and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”).

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FORM OF] INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • April 22nd, 2013 • 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, October 2, 2012 and May 1, 2013 between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”) and SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser” or “SAAMCo”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 22nd, 2013 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of May 1, 2013 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and INVESCO ADVISERS, INC., a Delaware corporation (the “Subadviser” and, together with the Adviser, the “Parties”).

AMENDMENT NO. 6 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 22nd, 2013 • Sunamerica Series Trust

This AMENDMENT NO. 6 to the SUBADVISORY AGREEMENT is dated as of December 19, 2012, by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and ALLIANCEBERNSTEIN L.P. (the “Subadviser”).

MASTER-FEEDER ADDENDUM TO THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • April 22nd, 2013 • Sunamerica Series Trust

This ADDENDUM dated September 1, 2006, as amended October 15, 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.

AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 22nd, 2013 • Sunamerica Series Trust

This AMENDMENT NO. 5 TO THE SUBADVISORY AGREEMENT is dated as of January 14, 2013, by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and J.P. MORGAN INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

FORM OF] AMENDMENT NO. 4 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 22nd, 2013 • 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:

ADVISORY FEE WAIVER AGREEMENT SUNAMERICA SERIES TRUST Emerging Markets Portfolio
Advisory Fee Waiver Agreement • April 22nd, 2013 • Sunamerica Series Trust • New York

This ADVISORY FEE WAIVER AGREEMENT, effective as of January 14, 2013, is by and between SunAmerica Asset Management Corp. (the “Adviser”) and SunAmerica Series Trust (the “Trust”), on behalf of the Emerging Markets Portfolio (the “Portfolio”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 22nd, 2013 • Sunamerica Series Trust

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 15 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”).

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...
Advisory Fee Waiver Agreement • April 22nd, 2013 • Sunamerica Series Trust • New York

This ADVISORY FEE WAIVER AGREEMENT, effective as of September 1, 2006, as amended August 31, 2007 and October 15, 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.

AMENDMENT NO. 3 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 22nd, 2013 • 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] AMENDMENT NO. 4 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 22nd, 2013 • 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:

AMENDMENT NO. 3 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 22nd, 2013 • 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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