Exhibit 23(d)(xxxviii)
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
(collectively, the "Feeder Portfolios" and each a "Feeder Portfolio")
This ADVISORY FEE WAIVER AGREEMENT, effective as of September 1, 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 Funds"), as
follows:
Feeder Portfolios Master Funds
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American Funds Growth SAST Portfolio Growth Fund
American Funds Growth-Income SAST Portfolio Growth-Income Fund
American Funds Global Growth SAST Portfolio Global Growth Fund
American Funds Asset Allocation SAST Portfolio Asset Allocation Fund
NOW THEREFORE, the parties hereto agree as follows:
1. Advisory Fee Waiver.
A. During the term of this Agreement, for so long as a Portfolio invests
substantially all of its assets in the master fund, each a series of
the American Funds Insurance Series, the Adviser hereby agrees to
limit its total investment advisory fee to 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%
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2. Term and Termination of Agreement.
With respect to each Feeder Portfolio, this Agreement shall have an initial
term through the first to occur of (i) August 31, 2007 or (ii) such time as
a Feeder Portfolio no longer invest substantially all of their assets in
its respective Master Fund. 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 by the Trust,
without payment of any penalty, upon sixty (60) days' prior written notice
to the Adviser at its principal place of business.
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, the computations of net asset values, and the allocation
of expenses, 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: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary Title: Vice President and Deputy General
Counsel
ATTEST: ATTEST:
By: /s/ XXXX XXXXXXX By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: Assistant Secretary Title: Associate Counsel
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