EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made as of the____ day of _______________, by and between the REGISTERED INVESTMENT COMPANIES listed in Exhibit A to this Agreement (each a “Trust” and collectively, the “Trusts”), on behalf of each of its series from time to time listed in Exhibit A (each, a “Portfolio” and collectively, the “Portfolios”), severally and not jointly, and SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).
WHEREAS, the Adviser serves as the investment adviser to the Portfolios set forth in Exhibit A pursuant to an Investment Advisory and Management Agreement (the “Advisory Agreement”) between the Adviser and each of the Trusts; and
WHEREAS, the Adviser and each Trust, on behalf of the Portfolios desire to enter into an Expense Limitation Agreement whereby the Adviser agrees to waive its fees and/or reimburse expenses to the extent necessary to limit the annual fund operating expenses of such Portfolios at certain levels.
NOW THEREFORE, it is hereby agreed between the parties hereto as follows:
| 1. | The Adviser agrees to waive its fees and/or reimburse expenses to the extent necessary so that the “annual fund operating expenses” for each Portfolio or class thereof set forth in Exhibit A, as described in the registration statement applicable to each Trust, do not exceed the percentage of average daily net assets set forth in Exhibit A. Annual fund operating expenses shall not include extraordinary expenses (i.e., expenses that are unusual in nature and infrequent in occurrence, such as litigation), or acquired fund fees and expenses, brokerage commissions and other transactional expenses relating to the purchase and sale of portfolio securities, interest, taxes and governmental fees; and other expenses not incurred in the ordinary course of such Trust’s business on behalf of a Portfolio. Exhibit A to this Agreement may be amended from time to time to reflect the termination and/or modification of any waivers/reimbursements with respect to a Portfolio or class thereof or the addition of a series of a Trust. |
| 2. | This Agreement shall be effective as of the date first written above and shall continue in effect with respect to each Portfolio as noted in Exhibit A attached hereto (the “Expiration Date”), unless earlier terminated by the Board of Trustees of such Trust (the “Board”), including a majority of the independent trustees. Independent trustees are trustees who are not deemed to be “interested persons” of the Trusts, as defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended. This Agreement shall continue in effect with respect to each Portfolio for successive one-year periods from the Expiration Date only if the Adviser notifies such Trust, on behalf of the Portfolio, prior to the Expiration Date that it agrees to extend the current expense cap applicable to the Portfolio for an additional one-year period. Upon the termination of the Advisory Agreement, this Agreement shall automatically terminate. |
| 3. | The Adviser hereby retains the right to receive reimbursements of, and such Trust, on behalf of a Portfolio, hereby agrees to reimburse, reductions of the fees paid to the Adviser under the Advisory Agreement and the expenses paid by the Adviser or reimbursed by it in accordance with paragraph 1 above, for a period of two years |
| after the occurrence of any waiver and/or reimbursement; provided, however, that such payments to the Adviser shall not be made if it would cause the annual fund operating expenses of the Portfolio or class thereof to exceed the lesser of (a) the expense limitation in effect at the time the waiver and/or reimbursement occurred, or (b) the current expense limitation in effect, if any. Upon the termination of this Agreement, the Adviser will continue to be entitled to receive reimbursements of amounts already waived and/or reimbursed under Section 1, provided that such amounts are paid to the Adviser in accordance with the provisions of Section 1, and at the expense limitation levels in effect at the time such waivers and/or reimbursements occurred. |
| 4. | This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law. |
| 5. | This Agreement may be amended by mutual consent of the parties hereto in writing. With respect to any series that is added to Exhibit A hereto after the date of this Agreement, this Agreement shall become effective with respect to such series on the date Exhibit A is amended to reflect the addition of the series under this Agreement, subject to obtaining the requisite approval from such Trust’s Board. |
| 6. | This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 7. | The Declarations of Trust establishing SunAmerica Series Trust, dated as of September 11, 1992, as amended and restated as of April 24, 2022, and Seasons Series Trust, dated as of October 10, 1995, as amended and restated April 27, 2022, copies of which, together with all amendments thereto, are on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that no Trustee, shareholder, officer, employee or agent of the applicable Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property” only shall be liable. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.
| EACH REGISTERED INVESTMENT COMPANY LISTED IN EXHIBIT A ON BEHALF OF ITS PORTFOLIOS | ||
| By: | ||
| Name: Gregory R. Kingston | ||
| Title: Treasurer | ||
| SUNAMERICA ASSET MANAGEMENT, LLC | ||
| By: | ||
| Name: Michal Levy | ||
| Title: President | ||
[Signature Page to Expense Limitation Agreement]
EXHIBIT A
EXPENSE CAPS
| ANNUAL TOTAL FUND OPERATING EXPENSES (as a percentage of average daily net assets) |
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|
|
Class 1 Shares |
Class 2 Shares |
Class 3 Shares |
Expiration Date |
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| SA American Funds VCP Managed Allocation Portfolio |
0.28 | % | — | 0.53 | % | 4/30/2027 | ||||||||||
| SA BlackRock Advantage International Portfolio |
0.86 | % | 1.01 | % | 1.11 | % | 4/30/2029 | |||||||||
| SA BlackRock Multi-Factor 70/30 Portfolio |
0.51 | % | — | 0.76 | % | 4/30/2027 | ||||||||||
| SA Emerging Markets Equity Index Portfolio |
0.58 | % | — | 0.83 | % | 4/30/2027 | ||||||||||
| SA Fidelity Institutional AM® International Growth Portfolio |
0.86 | % | — | 1.11 | % | 4/30/2029 | ||||||||||
| SA Fixed Income Index Portfolio |
0.34 | % | — | 0.59 | % | 4/30/2027 | ||||||||||
| SA Fixed Income Intermediate Index Portfolio |
0.34 | % | — | 0.59 | % | 4/30/2027 | ||||||||||
| SA Franklin BW U.S. Large Cap Value Portfolio |
0.73 | % | 0.88 | % | 0.98 | % | 4/30/2029 | |||||||||
| SA Franklin Core Fixed Income Portfolio |
0.48 | % | — | 0.73 | % | 4/30/2029 | ||||||||||
| SA Franklin Large Cap Disciplined Growth Portfolio |
— | — | 0.87 | % | 4/30/2029 | |||||||||||
| SA Franklin Mid Cap Core Portfolio |
— | — | 0.96 | % | 4/30/2029 | |||||||||||
| SA Franklin Small Company Value Portfolio |
0.80 | % | — | 1.05 | % | 4/30/2029 | ||||||||||
| SA Franklin Systematic U.S. Large Cap Core Portfolio |
0.70 | % | — | 0.95 | % | 4/30/2027 | ||||||||||
| SA Franklin Systematic U.S. Large Cap Value Portfolio |
0.55 | % | 0.70 | % | 0.80 | % | 4/30/2029 | |||||||||
| SA Franklin Tactical Opportunities Portfolio |
0.81 | % | — | 1.06 | % | 4/30/2027 | ||||||||||
| SA Global Index Allocation 60/40/Portfolio |
— | — | 0.43 | % | 4/30/2027 | |||||||||||
| SA Global Index Allocation 75/25 Portfolio |
0.18 | % | — | 0.43 | % | 4/30/2027 | ||||||||||
| SA Global Index Allocation 90/10 Portfolio |
0.18 | % | — | 0.43 | % | 4/30/2027 | ||||||||||
| SA Goldman Sachs Multi-Asset Insights Portfolio |
0.81 | % | — | 1.06 | % | 4/30/2027 | ||||||||||
| SA Index Allocation 60/40 Portfolio |
0.18 | % | — | 0.43 | % | 4/30/2029 | ||||||||||
| SA Index Allocation 80/20 Portfolio |
0.18 | % | — | 0.43 | % | 4/30/2027 | ||||||||||
| SA Index Allocation 90/10 Portfolio |
0.18 | % | — | 0.43 | % | 4/30/2027 | ||||||||||
| SA International Index Portfolio |
0.52 | % | — | 0.77 | % | 4/30/2027 | ||||||||||
| SA JPMorgan Diversified Balanced Portfolio |
0.83 | % | 0.98 | % | 1.08 | % | 4/30/2027 | |||||||||
| SA JPMorgan MFS Core Bond Portfolio |
0.57 | % | 0.72 | % | 0.82 | % | 4/30/2029 | |||||||||
| SA JPMorgan Mid-Cap Growth Portfolio |
0.79 | % | 0.94 | % | 1.04 | % | 4/30/2027 | |||||||||
| SA JPMorgan Ultra-Short Bond Portfolio |
0.47 | % | 0.62 | % | 0.72 | % | 4/30/2029 | |||||||||
| SA Large Cap Growth Index Portfolio |
0.35 | % | — | 0.60 | % | 4/30/2027 | ||||||||||
| SA Large Cap Value Index Portfolio |
0.35 | % | — | 0.60 | % | 4/30/2029 | ||||||||||
| SA Mid Cap Index Portfolio |
0.40 | % | — | 0.65 | % | 4/30/2027 | ||||||||||
| SA Schroders VCP Global Allocation Portfolio |
0.90 | % | — | 1.15 | % | 4/30/2027 | ||||||||||
| SA Small Cap Index Portfolio |
0.41 | % | — | 0.66 | % | 4/30/2027 | ||||||||||
| SA T. Rowe Price Allocation Moderately Aggressive Portfolio |
0.81 | % | — | 1.06 | % | 4/30/2027 | ||||||||||
| SA T. Rowe Price VCP Balanced Portfolio |
0.90 | % | — | 1.15 | % | 4/30/2027 | ||||||||||
| SA VCP Index Allocation Portfolio |
0.28 | % | — | 0.53 | % | 4/30/2027 | ||||||||||
| SA Wellington Strategic Multi-Asset Portfolio |
0.81 | % | — | 1.06 | % | 4/30/2027 | ||||||||||
|
|
Class 1 Shares |
Class 2 Shares |
Class 3 Shares |
Expiration Date |
||||||||||||
| SA Multi-Managed Diversified Fixed Income Portfolio |
0.69 | % | 0.84 | % | 0.94 | % | 7/31/2029 | |||||||||
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