M&A - SEASONS SERIES TRUST

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Form Type: 497

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312525115887

Filing Summary: On May 8, 2025, Seasons Series Trust filed a supplement to the Prospectus and Statement of Additional Information for its Portfolios, effective April 28, 2025. This document states that each Target Portfolio has been reorganized into another series of the Trust or into a series of SunAmerica Series Trust (SAST). As a result of this reorganization, each Portfolio is no longer offered, and all references to the Portfolios will be deleted from the Prospectus and SAI. The specific Target Portfolios and their corresponding Acquiring Portfolios are listed: SA Multi-Managed Growth Portfolio is merged into SA Allocation Aggressive Portfolio; SA Multi-Managed Income Portfolio into SA Allocation Balanced Portfolio; SA Multi-Managed Income/Equity Portfolio into SA Allocation Moderate Portfolio; SA Multi-Managed Moderate Growth Portfolio into SA Allocation Moderately Aggressive Portfolio; and SA T. Rowe Price Growth Stock Portfolio into SA MFS Large Cap Growth Portfolio.

Additional details:

Target Portfolio: SA Multi-Managed Growth Portfolio

Acquiring Portfolio: SA Allocation Aggressive Portfolio


Target Portfolio: SA Multi-Managed Income Portfolio

Acquiring Portfolio: SA Allocation Balanced Portfolio


Target Portfolio: SA Multi-Managed Income/Equity Portfolio

Acquiring Portfolio: SA Allocation Moderate Portfolio


Target Portfolio: SA Multi-Managed Moderate Growth Portfolio

Acquiring Portfolio: SA Allocation Moderately Aggressive Portfolio


Target Portfolio: SA T. Rowe Price Growth Stock Portfolio

Acquiring Portfolio: SA MFS Large Cap Growth Portfolio


Form Type: 497

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525113887

Filing Summary: On May 6, 2025, Seasons Series Trust announced a reorganization of its Portfolios. Each Portfolio, including the SA Multi-Managed Growth, Income, Income/Equity, Moderate Growth, and T. Rowe Price Growth Stock Portfolios, has been reorganized into a corresponding Acquiring Portfolio from a different series of the Trust or the SunAmerica Series Trust. As a result, these Target Portfolios are no longer offered, and all references to them in the current Prospectus and Statement of Additional Information have been removed. The specific new arrangements include the SA Multi-Managed Growth Portfolio being absorbed by the SA Allocation Growth Portfolio, and similarly for the other Portfolios.

Additional details:

Target Portfolio: SA Multi-Managed Growth Portfolio

Acquiring Portfolio: SA Allocation Growth Portfolio


Target Portfolio: SA Multi-Managed Income Portfolio

Acquiring Portfolio: SA Allocation Balanced Portfolio


Target Portfolio: SA Multi-Managed Income/Equity Portfolio

Acquiring Portfolio: SA Allocation Moderate Portfolio


Target Portfolio: SA Multi-Managed Moderate Growth Portfolio

Acquiring Portfolio: SA Allocation Moderate Growth Portfolio


Target Portfolio: SA T. Rowe Price Growth Stock Portfolio

Acquiring Portfolio: SA MFS Large Cap Growth Portfolio


Form Type: 497

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000119312525015865

Filing Summary: On December 11, 2024, the Board of Trustees of Seasons Series Trust approved a reorganization of the SA Multi-Managed Income Portfolio into the SA Allocation Balanced Portfolio. This decision is deemed to be in the best interests of both portfolios, providing shareholders with benefits such as increased operating efficiencies and potentially lower management fees. Shareholders will receive shares of the Allocation Balanced Portfolio in exchange for their shares of the Multi-Managed Income Portfolio based on the net asset values at the time of the reorganization, anticipated to occur during the second quarter of 2025. This merger is expected to be tax-free for federal income tax purposes, and shareholders will not need to take any action as their investments will automatically convert into shares of the new portfolio. The Board concluded that the combined portfolio represents a better long-term option due to its larger asset base, which may lead to lower expenses and improved performance outlook. Additionally, the investment adviser, SunAmerica Asset Management, underscores the compatibility and strategic advantages of this merger.

Additional details:

Board Meeting Date: 2024-12-11


Shareholders Notification Date: 2024-12-13


Reorganization Effective Date: 2025-02-01


Expected Reorganization Quarter: Q2 2025


Transfer Assets: yes


Exchange Ratio Based On Net Asset Value: yes


Tax Free Reorganization: yes


Total Estimated Expenses: 163000


Target Portfolio Name: SA Multi-Managed Income Portfolio


Acquiring Portfolio Name: SA Allocation Balanced Portfolio


Form Type: 497

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000119312525015870

Filing Summary: On December 11, 2024, the Board of Trustees of Seasons Series Trust approved a reorganization wherein the SA Multi-Managed Moderate Growth Portfolio will be merged into the SA Allocation Moderate Growth Portfolio. Shareholders were notified on December 13, 2024. This merger aims to combine assets for operational efficiencies and to lower expense ratios. It will take place tax-free for federal income tax purposes. Shareholders' shares will be exchanged based on net asset values, with no action required on their part. The reorganization is anticipated to occur in the second quarter of 2025, with estimated expenses to be shared between the parties. The total estimated cost of the reorganization is approximately $164,000, with the Target Portfolio responsible for about half. Post-merger, shareholders will own shares in the Allocation Moderate Growth Portfolio, although their percentage of ownership will decrease due to the larger asset base of the merged fund. SunAmerica Asset Management, LLC will continue to act as the investment adviser for the newly formed portfolio.

Additional details:

Board Meeting Date: 2024-12-11


Shareholder Notification Date: 2024-12-13


Anticipated Reorganization Date: 2025-06-30


Projected Total Expenses: 164000


Expenses Borne By Target Portfolio: 82000


Form Type: 497

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525015875

Filing Summary: On December 11, 2024, the Board of Trustees of Seasons Series Trust approved a reorganization wherein the SA Multi-Managed Income/Equity Portfolio will be merged into the SA Allocation Moderate Portfolio. This decision aims to better serve shareholders by combining assets for greater operational efficiencies and lower expenses. Shareholders will receive shares of the Allocation Moderate Portfolio equivalent in value to their existing shares in the Multi-Managed Income/Equity Portfolio, structured to maintain their investment's net asset value while avoiding any tax consequences during the transition. The Board determined that all shareholders' interests would remain intact and not face dilution. The merger will facilitate a streamlined fund structure and improved management efficiency as the Allocation Moderate Portfolio has a lower expense ratio and better long-term performance potential. The transaction is anticipated to occur in the second quarter of 2025 without requiring any action from shareholders, who will be notified of shares' automatic conversion.

Additional details:

Board Meeting Date: 2024-12-11


Shareholder Notification Date: 2024-12-13


Reorganization Effective Date: 2025-02-01


Expenses For Reorganization: 164000


Target Portfolio Name: SA Multi-Managed Income/Equity Portfolio


Acquiring Portfolio Name: SA Allocation Moderate Portfolio


Share Exchange Ratio: based on net asset values


Type Of Shares Received: Class 1 or Class 3 shares, depending on original holding


Investment Adviser: SunAmerica Asset Management, LLC


Estimated Transaction Costs: 31600


Form Type: 497

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525015881

Filing Summary: The SA Multi-Managed Growth Portfolio, a series of Seasons Series Trust, will reorganize into the SA Allocation Growth Portfolio. This decision, approved by the Board of Trustees, is based on the belief that the reorganization is beneficial for shareholders as it merges the portfolios for potential operating efficiencies and lower expenses. Shareholders will automatically receive shares of the Allocation Growth Portfolio in exchange for their shares from the Multi-Managed Growth Portfolio, with the same aggregate net asset value. The reorganization aims to provide a more diversified fund structure with a higher net asset size and is anticipated to be tax-free for federal income tax purposes. There are no actions required from shareholders, and the reorganization is expected to take place in the second quarter of 2025, with estimated costs split between the involved parties.

Additional details:

Date Of Board Meeting: 2024-12-11


Date Of Shareholder Notification: 2024-12-13


Class 1 Shares Conversion: Class 1 shares of the Allocation Growth Portfolio


Class 2 Shares Conversion: Class 1 shares of the Allocation Growth Portfolio


Class 3 Shares Conversion: Class 3 shares of the Allocation Growth Portfolio


Estimated Reorganization Cost: 164000


Target Portfolio Name: SA Multi-Managed Growth Portfolio


Acquiring Portfolio Name: SA Allocation Growth Portfolio


Reorganization Effective Date: second quarter of 2025


Investment Adviser: SunAmerica Asset Management, LLC


Total Assets Combined: larger net assets of the Allocation Growth Portfolio


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