SunAmerica Trusts Seek Shareholder Nod for New Advisory Pacts Post-Venerable Deal

Sunamerica Series Trust DEF 14A Filing Summary
Field	Detail
Company	Sunamerica Series Trust
Form Type	DEF 14A
Filed Date	Oct 10, 2025
Risk Level	low
Pages	15
Reading Time	19 min
Sentiment	neutral

Sentiment: neutral

Topics: Proxy Statement, Investment Advisory Agreement, Change of Control, Acquisition, Shareholder Vote, Asset Management, Variable Annuity

TL;DR

**Vote YES on the new advisory agreements to avoid portfolio chaos; it's a rubber stamp for business as usual after the Venerable acquisition.**

AI Summary

SunAmerica Series Trust and Seasons Series Trust are holding a joint special meeting on December 8, 2025, to approve new investment advisory and management agreements for their Portfolios. This action is necessitated by the planned acquisition of SunAmerica Asset Management, LLC by Venerable Holdings, Inc. from Corebridge Financial, Inc., announced on June 26, 2025. This transaction, expected to close in Q4 2025, constitutes a 'Change of Control Event' under the Investment Company Act of 1940, automatically terminating existing advisory agreements. The new agreements are materially identical to the current ones, with no expected changes to contractual advisory fees, portfolio management, investment objectives, strategies, or risks. SunAmerica, Venerable, and/or their affiliates will bear all solicitation expenses. The Board of Trustees unanimously recommends voting 'FOR' the proposal to ensure uninterrupted advisory services.

Why It Matters

This vote is crucial for investors in SunAmerica and Seasons Series Trust Portfolios, as it ensures continuity of investment advisory services following the acquisition of SunAmerica Asset Management by Venerable Holdings. While the terms of the new agreements are identical, a 'no' vote could lead to significant disruptions, including potential liquidation or reorganization of Portfolios, impacting investor holdings. For employees, the filing indicates no immediate changes to key personnel, suggesting stability. In the competitive landscape, this transaction highlights consolidation within the asset management sector, with Corebridge divesting and Venerable expanding its advisory footprint.

Risk Assessment

Risk Level: low — The risk level is low because the proposed new investment advisory agreements are materially identical to the current ones, with no changes to fees, portfolio management, or investment strategies. The Board of Trustees unanimously recommends approval, and the primary risk of non-approval (disruption of services, potential liquidation) is clearly outlined and easily avoided by voting 'FOR'.

Analyst Insight

Investors should vote 'FOR' the approval of the new investment advisory and management agreements to ensure uninterrupted advisory services for their Portfolios. This is a procedural vote to maintain the status quo after the SunAmerica acquisition, and a 'no' vote could lead to significant, negative disruptions.

Key Numbers

December 8, 2025 — Date of Special Meeting (Shareholders will vote on new advisory agreements)
1:00 p.m., Eastern Time — Time of Special Meeting (Virtual meeting format)
June 26, 2025 — Announcement Date of Transaction (Corebridge and Venerable announced the acquisition of SunAmerica)
Fourth quarter of 2025 — Expected Closing Quarter of Transaction (Pending satisfaction of all closing conditions)
September 25, 2025 — Record Date for Voting Eligibility (Shareholders invested by this date are eligible to vote)
150 days — Maximum Duration of Interim Advisory Agreements (If new agreements are not approved, interim agreements could be used for this period)
1-855-206-1329 — Proxy Solicitor Contact Number (For shareholder questions regarding the Proposal)
6:00 a.m. and 7:00 p.m., Pacific Time — Proxy Solicitor Operating Hours (Pacific) (Monday through Friday)
9:00 a.m. and 10:00 p.m., Eastern Time — Proxy Solicitor Operating Hours (Eastern) (Monday through Friday)
4:00 p.m., Eastern Time, on Sunday, December 7, 2025 — Registration Deadline for Virtual Meeting (Shareholders must register by this time to attend the virtual meeting)

Key Players & Entities

SUNAMERICA SERIES TRUST (company) — Registrant and one of the Trusts holding the special meeting
SEASONS SERIES TRUST (company) — Registrant and one of the Trusts holding the special meeting
SunAmerica Asset Management, LLC (company) — Investment adviser to each Portfolio, being acquired by Venerable
Corebridge Financial, Inc. (company) — Indirect, wholly-owned parent of SunAmerica Asset Management, selling SunAmerica
Venerable Holdings, Inc. (company) — Acquiring SunAmerica Asset Management, LLC
John T. Genoy (person) — President of Seasons Series Trust and SunAmerica Series Trust
American General Life Insurance Company (company) — One of the Life Companies issuing Variable Contracts
The United States Life Insurance Company in the City of New York (company) — One of the Life Companies issuing Variable Contracts
The Variable Annuity Life Insurance Company (company) — One of the Life Companies issuing Variable Contracts
Nassau Life Insurance Company (company) — One of the Life Companies issuing Variable Contracts

FAQ

Why is SUNAMERICA SERIES TRUST holding a special meeting on December 8, 2025?

SUNAMERICA SERIES TRUST is holding a special meeting on December 8, 2025, to approve new investment advisory and management agreements. This is required because the acquisition of SunAmerica Asset Management, LLC by Venerable Holdings, Inc. from Corebridge Financial, Inc. constitutes a 'Change of Control Event' under the Investment Company Act of 1940, automatically terminating existing agreements.

What is the 'Change of Control Event' affecting SUNAMERICA SERIES TRUST?

The 'Change of Control Event' affecting SUNAMERICA SERIES TRUST is the acquisition of SunAmerica Asset Management, LLC by Venerable Holdings, Inc. from Corebridge Financial, Inc., which was announced on June 26, 2025, and is expected to close in the fourth quarter of 2025. This event triggers the automatic termination of current advisory agreements under the Investment Company Act of 1940.

Will the new investment advisory agreements for SUNAMERICA SERIES TRUST change fees or management?

No, the proposed new investment advisory agreements for SUNAMERICA SERIES TRUST are materially identical to the current agreements. The transaction is not expected to result in any changes to contractual investment advisory fees, portfolio management, investment objectives, principal investment strategies, investment techniques, or principal risks of the Portfolios.

Who is responsible for the expenses of this proxy solicitation for SUNAMERICA SERIES TRUST?

The expenses incurred in connection with this proxy solicitation, including legal and solicitation expenses, will be borne by SunAmerica Asset Management, LLC, Venerable Holdings, Inc., and/or their respective affiliates, regardless of whether the transaction is consummated.

What happens if shareholders do not approve the new advisory agreements for SUNAMERICA SERIES TRUST?

If shareholders of a Portfolio do not approve their proposed New Advisory Agreement, the current advisory and subadvisory agreements would terminate. The Board would then need to consider actions such as operating under interim agreements for no more than 150 days, seeking approval of new agreements, liquidating the Portfolio, or reorganizing it into another fund.

Who is eligible to vote on the SUNAMERICA SERIES TRUST proposal?

Shareholders directly or indirectly invested in shares of a Portfolio as of the close of business on Thursday, September 25, 2025, are eligible to vote or instruct their Life Company on how to vote their shares.

How does the Board of Trustees recommend shareholders vote on the SUNAMERICA SERIES TRUST proposal?

The Board of Trustees of each Trust unanimously recommends that shareholders vote 'FOR' the approval of the Trust's New Advisory Agreement with respect to the Portfolios overseen by that Board, believing it is in the best interests of the Trust, Portfolios, and shareholders.

What is the role of variable contract owners in voting for SUNAMERICA SERIES TRUST?

As owners of variable annuity contracts or variable life insurance policies, contract owners have the right to instruct the Life Companies (e.g., American General Life Insurance Company) how to vote shares of the Portfolio(s) attributable to their Variable Contract at the Special Meeting.

Will the Special Meeting for SUNAMERICA SERIES TRUST be in-person?

No, the Special Meeting for SUNAMERICA SERIES TRUST will be held in a virtual meeting format only. Shareholders will not be able to attend in person but can view the meeting live and provide voting instructions by accessing an event link.

What is the deadline to register for the virtual Special Meeting for SUNAMERICA SERIES TRUST?

Requests for registration to attend the virtual Special Meeting for SUNAMERICA SERIES TRUST must be received no later than 4:00 p.m., Eastern Time, on Sunday, December 7, 2025.

Risk Factors

Assignment of Advisory Agreements [high — regulatory]: The Investment Company Act of 1940 mandates that investment advisory agreements automatically terminate upon assignment. The acquisition of SunAmerica by Venerable constitutes a 'Change of Control Event,' triggering the termination of existing agreements. Failure to approve new agreements could lead to the use of interim agreements for up to 150 days, potentially disrupting advisory services.
Interruption of Advisory Services [medium — operational]: The core purpose of the special meeting is to approve new advisory agreements to ensure uninterrupted investment advisory and management services. If shareholders do not approve the new agreements, the Portfolios may rely on interim agreements for a maximum of 150 days, which could impact the continuity of management.
Shareholder Approval Requirement [medium — legal]: The 1940 Act requires shareholder approval for new investment advisory agreements following a Change of Control Event. The success of this proposal is contingent on obtaining sufficient shareholder votes to approve the new agreements, otherwise, the continuity of services is at risk.

Industry Context

The asset management industry is subject to significant regulatory oversight, particularly concerning changes in control and advisory relationships. The Investment Company Act of 1940 is a key piece of legislation governing these relationships for registered investment companies. Consolidation and acquisitions are common in the industry, often triggering regulatory requirements for shareholder approval of new advisory contracts to protect investor interests.

Regulatory Implications

The primary regulatory implication stems from the Investment Company Act of 1940, which mandates automatic termination of advisory contracts upon assignment. The proposed acquisition necessitates shareholder approval of new advisory agreements to ensure compliance and continuity of services, avoiding potential disruptions or the need for extended interim arrangements.

What Investors Should Do

Review the proxy statement carefully to understand the proposal regarding new investment advisory and management agreements.
Vote 'FOR' the proposal to approve the new investment advisory and management agreements to ensure uninterrupted advisory services for the Portfolios.
Submit voting instructions by the deadline (prior to the Special Meeting) via phone, internet, or mail, or attend the virtual meeting to vote.

Key Dates

2025-12-08: Joint Special Meeting of Shareholders — Shareholders will vote on the approval of new investment advisory and management agreements.
2025-06-26: Announcement of Acquisition Agreement — Corebridge Financial and Venerable Holdings announced the agreement for Venerable to acquire SunAmerica Asset Management, LLC.
2025-10-01: Record Date for Voting Eligibility — Shareholders invested by this date are eligible to instruct on how to vote the Portfolio shares.
2025-12-07: Registration Deadline for Virtual Meeting — Shareholders must register by this time to attend the virtual special meeting.
2025-12-31: Expected Closing Quarter of Transaction — The acquisition of SunAmerica by Venerable is anticipated to be completed by the end of this quarter, pending closing conditions.

Glossary

Investment Company Act of 1940: A U.S. federal law that regulates the organization and operation of companies, including mutual funds, that engage in investing, reinvesting, and trading in securities, and whose primary purpose is investment. (This act mandates that advisory agreements terminate upon assignment, necessitating shareholder approval for new agreements following the acquisition.)
Assignment: In the context of the 1940 Act, this includes any transfer of a controlling block of outstanding voting securities of an investment adviser or its parent company. (The acquisition of SunAmerica by Venerable is considered an 'assignment' or 'Change of Control Event' under the 1940 Act, triggering the termination of existing advisory agreements.)
Change of Control Event: A transaction that results in the transfer of a controlling block of voting securities of an investment adviser or its parent company, as defined under the Investment Company Act of 1940. (The acquisition of SunAmerica by Venerable is a Change of Control Event that automatically terminates the current advisory agreements, requiring new ones to be approved by shareholders.)
Variable Contract: An insurance contract, such as a variable annuity or variable life insurance policy, where the value is tied to underlying investment options. (Owners of these contracts are the beneficial owners of the Portfolio shares and have the right to instruct the Life Companies on how to vote these shares.)
Portfolio: A distinct investment fund or company that pools assets from many investors to invest in securities like stocks, bonds, and money market instruments. (SunAmerica Series Trust and Seasons Series Trust are comprised of various Portfolios, each with its own investment advisory agreement that needs to be approved.)
Interim Advisory Agreements: Temporary agreements that can be put in place if new advisory agreements are not approved by shareholders, valid for a maximum of 150 days. (These agreements serve as a fallback to ensure continuity of services if the primary proposal fails, but their limited duration highlights the urgency of shareholder approval.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual report. The core event is the upcoming acquisition of SunAmerica Asset Management, LLC, which necessitates the approval of new advisory agreements due to regulatory requirements under the Investment Company Act of 1940. No changes in revenue, net income, or margins are expected as a direct result of this specific shareholder vote, as the underlying advisory fees and management strategies are intended to remain materially the same.

Filing Stats: 4,642 words · 19 min read · ~15 pages · Grade level 13.6 · Accepted 2025-10-10 14:23:39

Filing Documents

From the Filing

DEF 14A 1 d23233ddef14a.htm DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12. SEASONS SERIES TRUST SUNAMERICA SERIES TRUST (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents SEASONS SERIES TRUST SUNAMERICA SERIES TRUST 21650 Oxnard Street, Suite 750 Woodland Hills, California 91367 October 10, 2025 Dear Contract Owner: The Board of Trustees (the "Board" and the members of which are referred to as "Trustees") of each of Seasons Series Trust ("SST") and SunAmerica Series Trust ("SAST" and together with SST, the "Trusts" and each, a "Trust") is pleased to invite you to a joint special meeting (the "Special Meeting") of the shareholders of each portfolio organized as a series of the Trusts (each, a "Portfolio" and collectively, the "Portfolios") to be held on Monday, December 8, 2025, at 1:00 p.m., Eastern Time. The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting in person, but you will be able to view the Special Meeting live and provide your voting instructions or cast your vote(s), as applicable, by accessing an event link. Although you are not directly a shareholder of any Portfolio, as the owner of a variable annuity contract or a variable life insurance policy (a "Variable Contract") issued by the separate accounts of American General Life Insurance Company, The United States Life Insurance Company in the City of New York, The Variable Annuity Life Insurance Company or Nassau Life Insurance Company, (collectively, the "Life Companies"), you have the right to instruct the Life Companies how to vote shares of the Portfolio(s) that are attributable to your Variable Contract at the Special Meeting. SunAmerica Asset Management, LLC ("SunAmerica") serves as the investment adviser for each Portfolio. SunAmerica is indirectly, wholly owned by Corebridge Financial, Inc. ("Corebridge"). On June 26, 2025, Corebridge and Venerable Holdings, Inc. ("Venerable") announced that they entered into a definitive agreement, pursuant to which Venerable will acquire SunAmerica (the "Transaction"). The Transaction is expected to close in the fourth quarter of 2025, pending satisfaction of all closing conditions. The Portfolios are subject to the Investment Company Act of 1940, as amended (the "1940 Act"), which provides in relevant part that any investment advisory agreement, including any subadvisory agreement, must terminate automatically upon its "assignment." As used in the 1940 Act, the term "assignment" includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is often referred to as a "Change of Control Event." Consummation of the Transaction will constitute a Change of Control Event for SunAmerica, resulting in the automatic termination of the Portfolios' existing investment advisory and management agreements and subadvisory agreements. Table of Contents To ensure that SunAmerica may continue to provide advisory services to the Portfolios without interruption, at the Special Meeting, shareholders will be asked to approve a new investment advisory and management agreement between SunAmerica and each Trust, on behalf of each of its respective Portfolios (the "Proposal"). Shareholders are not being asked to approve the Transaction or any new subadvisory agreements with the Portfolios' existing subadvisers. As described in the accompanying proxy statement, in addition to approving the new investment advisory and management agreements, the Board of each Trust has approved new subadvisory agreements with the Portfolios' existing subadvisers pursuant to a manager-of-managers exemptive order which permits the Trusts and SunAmerica, subject to the approval of the respective Board, but without the need for shareholder approval, to enter into and materially amend subadvisory agreements with unaffiliated subadvisers. As an owner of a Variable Contract who indirectly invests in one or more of the Portfolios, you are being asked to provide voting instructions on the Proposal. The Board of each Trust has determined that the Proposal is in the best interests of the Trust and each Portfolio, it

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