0001193125-14-160135 Sample Contracts

EXPENSE LIMITATION AGREEMENT VCP Total Return Balanced Portfolio
Expense Limitation Agreement • April 25th, 2014 • Sunamerica Series Trust

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 1st day of May, 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] AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT VCPSM Value Portfolio
Expense Limitation Agreement • April 25th, 2014 • Sunamerica Series Trust

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the 30th day of April, 2014 by and between SUNAMERICA SERIES TRUST, a Massachusetts business trust (the “Trust”), on behalf of the VCPSM TOTAL RETURN BALANCED PORTFOLIO (the “Portfolio”), and SUNAMERICA ASSET MANAGEMENT, LLC (formerly, SunAmerica Asset Management Corp.), a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • April 25th, 2014 • 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 25th, 2014 • 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”).

MASTER TRANSFER AGENCY and SERVICE AGREEMENT AMONG VALIC RETIREMENT SERVICES COMPANY AND ANCHOR SERIES TRUST AND SEASON SERIES TRUST AND SUNAMERICA SERIES TRUST
Master Transfer Agency and Service Agreement • April 25th, 2014 • Sunamerica Series Trust

AGREEMENT made as of the 1st day of May, 2013, by and among Anchor Series Trust, a Massachusetts business trust, having a principal office at Harborside Financial Center, 3200 Plaza Five, Jersey City, New Jersey 07311, Seasons Series Trust, a Massachusetts business trust, having its principal office at One SunAmerica Center, Los Angeles, California 90067 and SunAmerica Series Trust, a Massachusetts business trust, having its principal office at One SunAmerica Center, Los Angeles, California 90067 (each, a “Trust” and collectively, the “Trusts”), and VALIC Retirement Services Company, a Texas corporation, having its principal office at 2929 Allen Parkway, Houston, Texas 77019 (the “Transfer Agent”). Each Trust is authorized to issue shares in separate series, with each series representing interests in a separate portfolio of securities and other assets (each, a Portfolio” and collectively, the “Portfolios”)

FORM OF] SUBADVISORY AGREEMENT
Subadvisory Agreement • April 25th, 2014 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of May 1, 2014 by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and THE BOSTON COMPANY ASSET MANAGEMENT, LLC, a Massachusetts limited liability company (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 25th, 2014 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of December 6, 2013, by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a limited liability company organized pursuant to the laws of the State of Delaware (the “Subadviser”).

Form of] AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT SUNAMERICA SERIES TRUST Emerging Markets Portfolio
Fee Waiver Agreement • April 25th, 2014 • Sunamerica Series Trust • New York

This AMENDED AND RESTATED ADVISORY FEE WAIVER AGREEMENT, effective as of April 30, 2014, is by and between SunAmerica Asset Management, LLC (formerly, SunAmerica Asset Management Corp.) (the “Adviser”) and SunAmerica Series Trust (the “Trust”), on behalf of the Emerging Markets Portfolio (the “Portfolio”).

AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • April 25th, 2014 • Sunamerica Series Trust

This AMENDMENT NO. 4 TO THE SUBADVISORY AGREEMENT (the “Amendment”) is effective as of October 1, 2013 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Subadviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 25th, 2014 • Sunamerica Series Trust • New York

This SUBADVISORY AGREEMENT is dated as of October 1, 2013 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the “Adviser”), and PYRAMIS GLOBAL ADVISORS, LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • April 25th, 2014 • Sunamerica Series Trust

This AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT is dated as of March 21, 2013, by and between SUNAMERICA ASSET MANAGEMENT CORP., (formerly known as AIG SunAmerica Asset Management Corp.), a Delaware corporation (the “Adviser”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Subadviser”).

AMENDMENT NO. 4 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2014 • Sunamerica Series Trust

SunAmerica Series Trust and American General Life Insurance Company (formerly, SunAmerica Annuity and Life Assurance Company) hereby amend the Shareholder Services Agreement dated as of March 7, 2011 as follows:

Form of] ADVISORY FEE WAIVER AGREEMENT SUNAMERICA SERIES TRUST Capital Growth Portfolio
Fee Waiver Agreement • April 25th, 2014 • Sunamerica Series Trust • New York

This ADVISORY FEE WAIVER AGREEMENT, effective as of May 1, 2014, is by and between SunAmerica Asset Management, LLC (the “Adviser”) and SunAmerica Series Trust (the “Trust”), on behalf of the Capital Growth Portfolio (the “Portfolio”).

AMENDMENT NO. 4 TO THE SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 25th, 2014 • Sunamerica Series Trust

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

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