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

Seasons Series Trust DEF 14A Filing Summary
Field	Detail
Company	Seasons 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: DEF 14A, Proxy Statement, Investment Advisory Agreement, Change of Control, Mergers and Acquisitions, Investment Company Act of 1940, Shareholder Vote

TL;DR

**Vote FOR the new advisory agreements to keep your SunAmerica funds running smoothly after the Venerable acquisition; it's a regulatory formality, not a strategy shift.**

AI Summary

SEASONS SERIES TRUST and SUNAMERICA 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 impending acquisition of SunAmerica Asset Management, LLC by Venerable Holdings, Inc. from Corebridge Financial, Inc., announced on June 26, 2025. This acquisition constitutes a 'Change of Control Event' under the Investment Company Act of 1940, automatically terminating existing advisory agreements. The new agreements are identical in material terms, including contractual advisory fees, fee waivers, and expense limitations, to ensure uninterrupted advisory services. There are no expected changes to portfolio management, investment objectives, strategies, or risks. The Boards of Trustees unanimously recommend voting 'FOR' the proposal, emphasizing that the Transaction is expected to close in Q4 2025.

Why It Matters

This proxy statement is crucial for investors in variable annuity and life insurance contracts, as it directly impacts the continuity of investment advisory services for the underlying Portfolios. The proposed new agreements, while not changing fees or management, are a regulatory necessity to maintain operations following SunAmerica's acquisition by Venerable Holdings. For employees, it signals stability in portfolio management roles. For customers, it assures no disruption to investment strategies. In the broader market, it highlights the regulatory implications of M&A activity in the asset management sector, particularly concerning the 'assignment' clause of the 1940 Act.

Risk Assessment

Risk Level: low — The risk level is low because the proposed new advisory agreements are materially identical to the current ones, with no changes to contractual advisory fees, fee waivers, expense limitations, portfolio management, investment objectives, strategies, or risks. The primary risk, non-approval, would lead to the Board considering interim agreements, liquidation, or reorganization, but the unanimous Board recommendation mitigates this.

Analyst Insight

Investors should vote 'FOR' the approval of the new investment advisory and management agreements. This is a procedural vote to ensure continuity of services following a change of control, with no adverse changes to fees or portfolio management expected. Failure to approve could lead to disruptive actions like liquidation.

Financial Highlights

total Assets: Not Disclosed
total Debt: Not Disclosed

Key Numbers

December 8, 2025 — Special Meeting Date (Date for shareholders to vote on new advisory agreements)
1:00 p.m., Eastern Time — Special Meeting Time (Scheduled time for the virtual meeting)
June 26, 2025 — Transaction Announcement Date (Date Corebridge and Venerable announced the definitive agreement)
Fourth quarter of 2025 — Expected Transaction Close (Anticipated period for the acquisition of SunAmerica to finalize)
September 25, 2025 — Record Date (Date for determining eligible shareholders to vote)
150 days — Interim Agreement Duration (Maximum duration for interim advisory agreements if proposal fails)
1-855-206-1329 — Proxy Solicitor Phone Number (Contact for questions regarding the proposal)

Key Players & Entities

SEASONS SERIES TRUST (company) — Registrant and Trust
SUNAMERICA SERIES TRUST (company) — Registrant and Trust
SunAmerica Asset Management, LLC (company) — Investment adviser being acquired
Corebridge Financial, Inc. (company) — Current indirect wholly-owner of SunAmerica
Venerable Holdings, Inc. (company) — Acquirer of SunAmerica
John T. Genoy (person) — President of Seasons Series Trust and SunAmerica Series Trust
American General Life Insurance Company (company) — Life Company issuing Variable Contracts
The United States Life Insurance Company in the City of New York (company) — Life Company issuing Variable Contracts
The Variable Annuity Life Insurance Company (company) — Life Company issuing Variable Contracts
Nassau Life Insurance Company (company) — Life Company issuing Variable Contracts

FAQ

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

SEASONS SERIES TRUST is holding a special meeting on December 8, 2025, to seek shareholder approval for new investment advisory and management agreements. This is required because the acquisition of SunAmerica Asset Management, LLC by Venerable Holdings, 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.

Will the new advisory agreements for SEASONS SERIES TRUST change investment fees?

No, the new investment advisory and management agreements for SEASONS SERIES TRUST will not change investment fees. The material terms, including contractual advisory fees, fee waivers, and expense limitations, are identical to the current agreements.

What happens if shareholders do not approve the new advisory agreements for SunAmerica Series Trust?

If shareholders of a SunAmerica Series Trust Portfolio do not approve the new advisory agreement, the current agreements would terminate, and SunAmerica could not continue as adviser. The Board would then consider options such as interim agreements (up to 150 days), seeking new approvals, liquidation of the Portfolio, or reorganization.

Who is SunAmerica Asset Management, LLC's current ultimate parent company?

SunAmerica Asset Management, LLC's current ultimate parent company is Corebridge Financial, Inc., which indirectly wholly owns SunAmerica. Venerable Holdings, Inc. is acquiring SunAmerica from Corebridge.

Are there any changes to portfolio management expected for SEASONS SERIES TRUST?

No, there are no changes to portfolio management expected for SEASONS SERIES TRUST. The existing portfolio managers are expected to continue providing day-to-day management, and the Transaction will not alter investment objectives, strategies, or risks.

Who is responsible for the expenses of soliciting proxies for SEASONS SERIES TRUST?

The expenses incurred in connection with the solicitation of proxies for SEASONS SERIES TRUST, including legal and solicitation expenses, will be borne by SunAmerica, Venerable, and/or their respective affiliates, regardless of whether the Transaction is consummated.

How can I vote my shares for the SEASONS SERIES TRUST special meeting?

You can vote your shares for the SEASONS SERIES TRUST special meeting by completing and mailing the enclosed proxy card, using the telephone or Internet as described on your proxy card, or by participating virtually at the Special Meeting on December 8, 2025.

What is the deadline to register for the virtual special meeting for SunAmerica Series Trust?

The deadline to register to attend the virtual special meeting for SunAmerica Series Trust is 4:00 p.m., Eastern Time, on Sunday, December 7, 2025. Registration is done via www.viewproxy.com/corebridge/broadridgevsm/.

Does the Investment Company Act of 1940 require shareholder approval for subadvisory agreements?

No, the Investment Company Act of 1940 does not require shareholder approval for new subadvisory agreements in this specific case. The Trusts and SunAmerica rely on an exemptive order from the SEC that permits them to enter into and materially amend subadvisory agreements with unaffiliated subadvisers with Board approval, but without shareholder approval.

Risk Factors

Change of Control Event Termination [high — regulatory]: The acquisition of SunAmerica by Venerable Holdings, Inc. constitutes a 'Change of Control Event' under the Investment Company Act of 1940. This event automatically terminates existing investment advisory and management agreements, necessitating shareholder approval of new agreements to ensure uninterrupted services.
Interruption of Advisory Services [medium — operational]: Failure to approve the new investment advisory and management agreements could lead to an interruption in advisory services provided by SunAmerica. Interim agreements are in place for a maximum of 150 days, highlighting the time-sensitive nature of the shareholder vote.
Shareholder Voting Rights [medium — legal]: Contract owners, who are beneficial owners of the Portfolios, have the right to instruct the Life Companies on how to vote. This process requires careful communication and submission of voting instructions prior to the special meeting on December 8, 2025.

Industry Context

The investment management industry, particularly for funds underlying variable insurance products, is subject to significant regulatory oversight. Acquisitions of asset management firms are common, often driven by economies of scale and strategic market positioning. This transaction reflects a trend of consolidation where larger entities acquire specialized managers to expand their product offerings or client base.

Regulatory Implications

The primary regulatory implication is the automatic termination of existing advisory agreements due to the 'Change of Control Event' under the Investment Company Act of 1940. This necessitates shareholder approval of new agreements to ensure compliance and continuity of services.

What Investors Should Do

Vote 'FOR' the new investment advisory and management agreements.
Review the proxy statement and accompanying materials carefully.
Submit voting instructions by the deadline.

Key Dates

2025-12-08: Joint Special Meeting — Shareholders will vote on new investment advisory and management agreements necessitated by the acquisition of SunAmerica.
2025-06-26: Transaction Announcement — Corebridge Financial, Inc. and Venerable Holdings, Inc. announced the definitive agreement for Venerable to acquire SunAmerica.
2025-10-10: Proxy Statement Date — Date of the letter to contract owners informing them about the special meeting and the proposal.
2025-09-25: Record Date — Determines which shareholders are eligible to receive the proxy materials and vote at the special meeting.
2025-Q4: Expected Transaction Close — Anticipated period for the acquisition of SunAmerica by Venerable to be finalized.

Glossary

Change of Control Event: Under the Investment Company Act of 1940, this refers to a transfer of a controlling block of voting securities of an investment adviser or its parent company, which automatically terminates existing advisory agreements. (The acquisition of SunAmerica by Venerable triggers this event, requiring new advisory agreements to be approved.)
Investment Company Act of 1940: A U.S. federal law that regulates the organization and operation of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public. (Its provisions regarding assignment and 'Change of Control Events' are the primary reason for the current shareholder vote.)
Variable Contract: An insurance contract, such as a variable annuity or variable life insurance policy, where the value of the contract is tied to the performance of underlying investment options. (Owners of these contracts are the indirect investors in the Portfolios and have the right to instruct how their shares are voted.)
Portfolio: A distinct investment fund within a larger trust (like Seasons Series Trust or SunAmerica Series Trust) that holds a specific set of assets and has its own investment objective. (Shareholders are voting on advisory agreements for these individual Portfolios.)
Assignment: In the context of the 1940 Act, this includes any transfer of a controlling block of an investment adviser's voting securities, leading to the termination of advisory agreements. (The acquisition of SunAmerica is considered an 'assignment' under the 1940 Act.)

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 filing. The focus is on the upcoming transaction and the necessary shareholder approval for new advisory agreements, rather than a review of past financial performance.

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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