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Sunamerica Series Trust – ‘N-14’ on 12/22/14

On:  Monday, 12/22/14, at 1:39pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-14-450253   ·   File #:  333-201191

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/22/14  Sunamerica Series Trust           N-14¶                  8:946K                                   Donnelley … Solutions/FA
          → Cash Management Portfolio ⇒ Class 1 — Class 2 — Class 3
          → SA DFA Ultra Short Bond Portfolio ⇒ Class 1 — Class 2 — Class 3

Document/Exhibit                   Description                      Pages   Size 

 1: N-14        Registration Statement by an Open-End Investment    HTML    676K 
                Company (Business Combination)                                   
 8: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      5K 
 4: EX-14.A     Ex-14.1                                             HTML      6K 
 5: EX-14.B     Code of Ethics                                      HTML      7K 
 6: EX-14.C     Code of Ethics                                      HTML      6K 
 7: EX-14.D     Code of Ethics                                      HTML      6K 
 2: EX-11       Statement re: Computation of Earnings Per Share     HTML     17K 
 3: EX-12       Statement re: Computation of Ratios                 HTML     13K 

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Securities Act File No. [33-                     ]

As filed with the Securities and Exchange Commission on December 22, 2014.

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Check appropriate box or boxes)

SUNAMERICA SERIES TRUST

(Exact Name of Registrant as Specified in the Charter)

1999 Avenue of the Stars, 27^th Floor

Los Angeles, CA 90067

(Address of Principal Executive Offices)

Telephone Number: (800) 858-8850

(Area Code and Telephone Number)

Nori L. Gabert

Associate General Counsel and Vice President

AIG Life and Retirement

2919 Allen Parkway, L4-01

Houston, Texas 77019

(Name and Address of Agent for Service)

Copies to:

Margery K. Neale, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

and

Jon S. Rand

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036-6797

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933. It is proposed that this filing will become effective on January 21, 2015 pursuant to Rule 488.

Title of securities being registered: Shares of beneficial interest, without par value. Calculation of Registration Fee under the Securities Act of 1933: No filing fee is required because of reliance on Section 24(f) and Rule 24f-2 under the Investment Company Act of 1940.

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SEASONS SERIES TRUST

Cash Management Portfolio

1999 Avenue of the Stars, 27^th Floor

Los Angeles, CA 90067

(800) 445-7862

[January 29, 2015]

Dear Contract Owner:

We wish to provide you with some important information concerning your variable annuity contract (“Variable Contract”). At a meeting held on December 11, 2014, the Board of Trustees of Seasons Series Trust (the “Acquired Trust”) approved an Agreement and Plan of Reorganization (“Reorganization Agreement”) that provides for the reorganization of Cash Management Portfolio (“Acquired Portfolio”), a series of the Acquired Trust, with and into Cash Management Portfolio (“Acquiring Portfolio,” and together with the Acquired Portfolio, the “Portfolios”), a series of SunAmerica Series Trust (“Acquiring Trust”) (“Reorganization”).

The Reorganization Agreement provides for:

The Reorganization does not require shareholder approval. Although you are not directly a shareholder of the Acquired Portfolio, you hold shares of the Acquired Portfolio through your Variable Contract.

The Reorganization is expected to be completed upon the open of business on March 9, 2015 (the “Closing Date”), at which time your Variable Contract will be credited with shares of the Acquiring Portfolio of the same class and of equivalent dollar value as shares in the Acquired Portfolio credited to your Variable Contract on the Closing Date.

The Reorganization is not expected to be a taxable event for federal income tax purposes for Variable Contract owners.

SunAmerica Asset Management, LLC (“SAAMCo”), the investment adviser for both the Acquired Portfolio and the Acquiring Portfolio, or its affiliates will pay the expenses incurred in connection with the Reorganization, including all direct and indirect expenses and out-of-pocket costs (not including transaction costs). There are no transaction costs expected to be incurred in connection with the Reorganization.

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SAAMCo proposed the Reorganization because: (i) the shareholders of each Portfolio will benefit from expected operating efficiencies and economies of scale that may be achieved by combining the Portfolios’ assets in the Reorganization; (ii) the Acquired Portfolio and the Acquiring Portfolio pursue substantially similar investment goals, strategies and techniques; (iii) the Acquiring Portfolio has the same investment adviser and investment subadviser as the Acquired Portfolio; (iv) the Acquiring Portfolio has generally performed slightly better than the Acquired Portfolio; (v) each class of the Acquiring Portfolio has lower total annual operating expenses than each corresponding class of the Acquired Portfolio; and (vi) after the Reorganization, (a) each class of the Combined Portfolio will have projected total annual operating expense ratios below those of each corresponding class of the Acquired Portfolio (before taking into account applicable voluntary fee waivers and expense reimbursement arrangements of the Acquiring and Acquired Portfolios) and (b) each class of the Combined Portfolio will have projected total annual operating expense ratios that are the same as those of each corresponding class of the Acquired Portfolio (after taking into account applicable voluntary fee waivers and expense reimbursement arrangements of the Acquiring and Acquired Portfolios).

The Boards of Trustees of the Acquired Trust and the Acquiring Trust (each, a “Board” and together, the “Boards”) have determined that the Reorganization is in the best interests of their respective Portfolios and that the interests of each of the Portfolio’s existing shareholders will not be diluted as a result of the Reorganization. The Board of each Trust unanimously voted in favor of the Reorganization with respect to the applicable Portfolio.

The Reorganization does not require shareholder approval, and you are not being asked to vote or take any other action in connection with the Reorganization. We do, however, ask that you review the enclosed Prospectus/Information Statement, which contains information about Acquiring Portfolio, including its investment goal, strategies and techniques, risks, performance, fees and expenses, as well as additional background information.

If you have questions about the reorganization, you may contact us at (800) 445-7862. You are a valued investor and we thank you for your continued investment in the Acquired Portfolio.

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SEASONS SERIES TRUST

1999 Avenue of the Stars, 27^th Floor

Los Angeles, CA 90067

(800) 445-7862

SUNAMERICA SERIES TRUST

1999 Avenue of the Stars, 27^th Floor

Los Angeles, CA 90067

(800) 445-7862

PROSPECTUS/INFORMATION STATEMENT

[January 29, 2015]

This Prospectus/Information Statement is being furnished to you as the owner of a variable contract (“Variable Contract”) issued by a separate account of American General Life Insurance Company or The United States Life Insurance Company in The City of New York (“Life Companies”) through which you hold shares of Cash Management Portfolio (“Acquired Portfolio”), a series of Seasons Series Trust (“Acquired Trust”).

At a meeting held on December 11, 2014, the Board of Trustees of the Acquired Trust and Cash Management Portfolio (“Acquiring Portfolio,” and together with the Acquired Portfolio, the “Portfolios”), a series of SunAmerica Series Trust (“Acquiring Trust,” and together with the Acquired Trust, the “Trusts”) unanimously approved an Agreement and Plan of Reorganization (the “Reorganization Agreement”) that provides for the reorganization of the Acquired Portfolio with and into the Acquiring Portfolio (the “Reorganization”).

The Reorganization Agreement provides for:

The Acquired Portfolio offers the same classes of shares as the Acquiring Portfolio (with certain distinctions discussed in this Prospectus/Information Statement). As part of the Reorganization, shareholders of the Acquired Portfolio will receive shares of the corresponding class of the Acquiring Portfolio.

The Reorganization is expected to be completed upon the beginning of business on March 9, 2015 (the “Closing Date”), such that shareholders of the Acquired Portfolio will become shareholders of the Acquiring Portfolio on or about March 9, 2015. Following the completion of the Reorganization, the Acquiring Portfolio may be referred to as the “Combined Portfolio.”

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The terms and conditions of the Reorganization are more fully described below in this Prospectus/Information Statement and in the form of the Reorganization Agreement attached hereto as Appendix A.

The Acquired Portfolio is a series of the Acquired Trust, which is a Massachusetts business trust registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company. The Acquiring Portfolio is a series of the Acquiring Trust, which is a Massachusetts business trust registered with the SEC as an open-end management investment company.

SunAmerica Asset Management, LLC (“SAAMCo”) currently serves as the investment adviser to both the Acquired Portfolio and the Acquiring Portfolio and will continue to serve as the investment adviser of the Acquiring Portfolio following the Reorganization. BofA Advisors, LLC (“BofA Advisors”) currently serves as the investment subadviser to both the Acquired Portfolio and the Acquiring Portfolio and will continue to serve as the subadviser of the Combined Portfolio following the Reorganization.

The Acquired Portfolio’s investment goal is current income while preserving capital, which is similar to the Acquiring Portfolio’s investment goal of current income consistent with liquidity and preservation of capital.

This Prospectus/Information Statement, which you should read carefully and retain for future reference, sets forth concisely the information that you should know about the Acquired Portfolio, the Acquiring Portfolio and the Reorganization. This Prospectus/Information Statement and any enclosures are being mailed to shareholders on or about [January 29, 2015].

Additional information relating to the Acquired Portfolio is contained in the summary prospectus, the statutory prospectus (“Acquired Portfolio Prospectus”) and statement of additional information (“Acquired Portfolio SAI”) for the Acquired Portfolio each dated July 29, 2014, as supplemented, and in the annual report to shareholders of the Acquired Portfolio for the fiscal year ended March 31, 2014 (the “Acquired Portfolio Annual Report”) and the semi-annual report to shareholders of the Acquired Portfolio for the fiscal period ended September 30, 2014 (“Acquired Portfolio Semi-Annual Report”), each of which has been filed with the SEC. Additional information relating to the Acquiring Portfolio is contained in the summary prospectus, the statutory prospectus (the “Acquiring Portfolio Prospectus”) and statement of additional information (“Acquiring Portfolio SAI”) for the Acquiring Portfolio each dated May 1, 2014, as supplemented, and in the annual report to shareholders of the Acquiring Portfolio for the fiscal year ended January 31, 2014 (the “Acquiring Portfolio Annual Report”) and the semi-annual report to shareholders of the Acquiring Portfolio for the fiscal period ended July 31, 2014 (“Acquiring Portfolio Semi-Annual Report”), each of which has been filed with the SEC.

A Statement of Additional Information, dated [January 29, 2015] (“Reorganization SAI”), relating to this Prospectus/Information Statement and the Reorganization has been filed with the SEC and is incorporated by reference into this Prospectus/Information Statement, which means it is considered legally a part of this Prospectus/Information Statement. Certain information relating to the Portfolios in the Acquired Portfolio SAI, Acquiring Portfolio SAI, Acquired Portfolio Annual Report and Acquiring Portfolio Annual Report is incorporated by reference into the Reorganization SAI.

For a free copy of any of the documents described above, including the Reorganization SAI, you may call (800) 445-7862, or you may write to the Portfolios at [P.O. Box 27598, Santa Ana, CA 92799]. You may also obtain these documents by accessing the web site for the Acquired Trust and Acquiring Trust at www.aig.com/getprospectus.

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

AN INVESTMENT IN THE PORTFOLIOS IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE PORTFOLIOS INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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QUESTIONS & ANSWERS

The following is a summary of certain information about the Reorganization contained elsewhere in this Prospectus/Information Statement and is qualified in its entirety by reference to the more complete information contained therein. We recommend that you read the complete Prospectus/Information Statement.

The Reorganization involves the transfer of all of the assets of the Acquired Portfolio to the Acquiring Portfolio in exchange for Class 1, Class 2, and Class 3 shares of the Acquiring Portfolio that have an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Portfolio, the assumption by the Acquiring Portfolio of all of the liabilities of the Acquired Portfolio, the distribution of shares of the Acquiring Portfolio received by the Acquired Portfolio pro rata to the Acquired Portfolio shareholders of record as of the Closing Date (March 9, 2015).

All shareholders of the Acquired Portfolio will become shareholders of the Acquiring Portfolio. The Acquired Portfolio will be terminated as a series of the Acquired Trust.

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For a more detailed discussion of each Portfolio’s investment objectives, principal investment strategies and techniques, and principal investment risks, see “COMPARISON OF THE PORTFOLIOS – Investment Goals,” “COMPARISON OF THE PORTFOLIOS – Principal Investment Strategies and Techniques,” and “COMPARISON OF THE PORTFOLIOS – Principal and Other Investment Risks.”

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For more detailed information about each Portfolio’s total annual operating expenses, see “COMPARISON OF THE PORTFOLIOS – Fees and Expenses” in the Prospectus/Information Statement.

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Important additional information about the Reorganization is set forth below. Please read it carefully.

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COMPARISON OF THE PORTFOLIOS

Investment Goals

The Acquired Portfolio and the Acquiring Portfolio have similar investment goals. The Acquired Portfolio’s investment goal is current income while preserving capital. The Acquiring Portfolio’s investment goal is current income consistent with liquidity and preservation of capital.

Fees and Expenses

The following tables compare the fees and expenses of each of the Acquired Portfolio and the Acquiring Portfolio, and show the projected (“pro forma”) estimated fees and expenses of the Combined Portfolio. Fees and expenses shown for the Acquired Portfolio and the Acquiring Portfolio were determined based on the fiscal year ended March 31, 2014 and January 31, 2014, respectively. The unaudited pro forma fees and expenses are based on the 12-month period ended July 31, 2014 and assume the consummation of the Reorganization as of that date, and are estimated in good faith and are hypothetical. It is important for you to know that a decline in a Portfolio’s average net assets during the current fiscal year and after the Reorganization, as a result of shareholder redemptions or other factors, could cause the Portfolio’s expense ratio to be higher than the fees and expenses shown, which means you could pay more if you buy or hold shares of your Portfolio.

The Portfolios’ annual operating expenses do not reflect the separate account fees charged in the Variable Contracts in which the Portfolios are offered. If the separate account’s fees were shown, the Portfolios’ annual operating expenses would be higher. Please see your Variable Contract prospectus for more details on the separate account fees.

Fee Table of the Acquired Portfolio and the Acquiring Portfolio

and the Pro Forma Combined Portfolio

CLASS 1

CLASS 2

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After voluntary fee waivers and/or expense reimbursements/recoupments, which may continue indefinitely but may be terminated at any time, Class 1, Class 2 and Class 3 of each of the Acquired Portfolio, Acquiring Portfolio and Combined Portfolio has a total annual portfolio operating expense ratio (not including extraordinary expenses as determined under generally accepted accounting principles, 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, governmental fees and other expenses not incurred in the ordinary course of the Trusts’ business on behalf of the Portfolios) as follows:

Examples

These Examples are intended to help you compare the cost of investing in the Portfolios with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in a Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year and that each Portfolio’s operating expenses remain the same. The Example does not reflect the charges imposed by a Variable Contract. If the Variable Contract fees were reflected, the expenses would be higher. See the Variable Contract prospectus for information on such changes. Although your actual costs may be higher or lower, based on these assumptions and the net expenses shown in the fee table, your costs would be:

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CLASS 3

Although your actual costs may be higher or lower, based on the above assumptions and the net expenses shown in the fee table, after fee waivers and/or expense reimbursements/recoupments by the adviser, your costs would be:

CLASS 1

Principal Investment Strategies and Techniques

The following is a comparison of the principal investment strategies and techniques of the Portfolios. The Portfolios’ principal investment strategies and techniques are the same in all material respects. In addition, neither of the Portfolios seeks to maintain a stable $1.00 net asset value per share. This is a principal investment strategy of the Acquired Portfolio but not the Acquiring Portfolio.

The principal investment strategies and techniques common to both Portfolios include:

The Portfolio attempts to achieve its investment goal by investing in a diversified selection of money market instruments. The Portfolio may invest in fixed income securities (consisting of U.S. treasury bills, agency discount notes, corporate debt instruments and asset-backed securities) and short-term investments (consisting of commercial paper, repurchase agreements and bank obligations). These securities may have fixed, floating or variable rates of interest.

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The Portfolio may invest more than 25% of its assets in U.S. dollar-denominated bank obligations of U.S. banks, foreign branches of U.S. banks and U.S. branches of foreign banks.

The subadviser evaluates a number of factors in identifying investment opportunities and constructing the Portfolio’s portfolio. The subadviser considers local, national and global economic conditions, market conditions, interest rate movements, and other relevant factors to determine the allocation of the Portfolio’s assets among different securities.

The subadviser, in connection with selecting individual investments for the Portfolio, evaluates a security based on its potential to generate income and to preserve capital. The subadviser considers, among other factors, the creditworthiness of the issuer of the security and the various features of the security, such as its interest rate, yield, maturity and value relative to other securities.

The subadviser may sell an instrument before it matures in order to meet cash flow needs; to manage the portfolio’s maturity; if the subadviser believes that the instrument is no longer a suitable investment, or that other investments are more attractive; or for other reasons.

As noted above, in addition to the above principal investment strategies and techniques, the Acquired Portfolio has a principal investment strategy that it does not seek to maintain a stable net asset value.

Principal Risks of Investing in the Portfolios

Because of their similar and compatible investment goals, strategies and techniques, the principal and non-principal investment risks of investing in the Acquired Portfolio and the Acquiring Portfolio are similar. However, the Acquired Portfolio is subject to additional principal investment risks, including active management risk and market risk, to which the Acquiring Portfolio may not be subject. In addition, the Acquiring Portfolio is subject to additional principal investment risks, including illiquidity risk and affiliate fund rebalancing risk, to which the Acquired Portfolio may not be subject. A comparison of the principal and non-principal risks of each Portfolio are set out in the table below.

There can be no assurance that a Portfolio’s investment goal will be met or that the net return on an investment in a Portfolio will exceed what could have been obtained through other investment or savings vehicles. Shares of the Portfolios are not bank deposits and are not guaranteed or insured by any bank, government entity or the Federal Deposit Insurance Corporation. As with any mutual fund, there is no guarantee that a Portfolio will be able to achieve its investment goals. If the value of the assets of a Portfolio goes down, you could lose money.

As with any security, an investment in a Portfolio involves certain risks. The primary differences between the principal investment risks of the Portfolios are noted in italics. The principal investment risks associated with the Acquiring Portfolio will be the principal investment risks of the Combined Portfolio following the Reorganization.

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Additional Information About the Portfolios’ Investment Strategies and Investment Risks

In addition to the Portfolios’ principal investment strategies and techniques, the Portfolios may from time-to-time invest in additional securities and utilize other investment techniques. In this regard, each Portfolio also may invest in municipal securities, extendible commercial notes, funding agreements, and other high-quality short-term obligations.

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Performance Information

The following Risk/Return Bar Charts and Tables illustrate the risks of investing in each Portfolio by showing changes in the Portfolio’s performance from calendar year to calendar year and the Portfolio’s average annual returns. Fees and expenses incurred at the Variable Contract level are not reflected in the bar charts or tables. If these amounts were reflected, returns would be less than those shown below. Of course, past performance is not necessarily an indication of how a Portfolio will perform in the future.

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For more information concerning the performance of the Acquired Portfolio, please refer to the Acquired Portfolio Prospectus and the Acquired Portfolio Annual Report. For more information concerning the performance of the Acquiring Portfolio, please refer to the Acquiring Portfolio Prospectus and the Acquiring Portfolio Annual Report.

Calendar Year Total Returns, as of 12/31 each year for

Class 1 Shares of the Acquired Portfolio

During the 10-year period shown in the bar chart, the highest return for a quarter was 1.25% (quarter ended September 30, 2006) and the lowest return for a quarter was -0.09% (quarter ended December 31, 2013). The year to date calendar return for Class 1 as of September 30, 2014 was -0.19%.

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Calendar Year Total Returns, as of 12/31 each year for

Class 1 Shares of the Acquiring Portfolio

During the10-year period shown in the bar chart, the highest return for a quarter was 1.35% (quarter ended September 30, 2006) and the lowest return for a quarter was -0.09% (quarter ended December 31, 2013). The year to date calendar return for Class 1 as of September 30, 2014 was -0.19%.

Management of the Portfolios

Each Portfolio’s investment adviser is SAAMCo. Each Portfolio is subadvised by BofA Advisors. Each Portfolio has the same portfolio managers, as set forth in the table below:

For more detailed information regarding the management of the Portfolios, see “COMPARISON OF THE PORTFOLIOS – Management of the Portfolios.”

Purchases and Sales of Portfolio Shares

Shares of the Portfolios may only be purchased or redeemed through Variable Contracts offered by the separate accounts of the Life Companies. Shares of the Portfolios may be purchased and redeemed each day the New York Stock Exchange (“NYSE”) is open, at the Portfolio’s net asset value determined after receipt of a request in good order.

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The Portfolios do not have any initial or subsequent investment minimums. However, your insurance company may impose investment or account minimums.

For additional information regarding the purchase and sale of the Portfolios’ shares, see “COMPARISON OF THE PORTFOLIOS – Purchase, Exchange, Redemption and Valuation of Shares.”

Tax Information

The Portfolios will not be subject to U.S. federal income tax on the net investment company taxable income or net capital gains distributed to shareholders as ordinary income dividends or capital gain dividends. Contract holders should consult the prospectus (or other offering document) for the Variable Contract for additional information regarding taxation.

For additional information regarding the U.S. federal income tax consequences of the reorganization, see “INFORMATION ABOUT THE REORGANIZATION – Material U.S. Federal Income Tax Consequences of the Reorganization.”

Payments to Broker-Dealers and Other Financial Intermediaries

The Portfolios are not sold directly to the general public but instead are offered as an underlying investment options for Variable Contracts. The Portfolios and their related companies may make payments to the sponsoring insurance company (or its affiliates) for distribution and/or other services. These payments may create a conflict of interest as they may be a factor that the insurance company considers in including the Portfolios as underlying investment options in the Variable Contract. The prospectus (or other offering document) for your Variable Contract may contain additional information about these payments.

INFORMATION ABOUT THE REORGANIZATION

General

Under the Reorganization Agreement, the Acquired Portfolio will transfer all of its assets to the Acquiring Portfolio in exchange for Class 1, Class 2, and Class 3 shares of the Acquiring Portfolio that have an aggregate net asset value equal to the aggregate net asset value of the shares of Acquired Portfolio on the valuation date for the Reorganization, and the assumption by the Acquiring Portfolio of all of the liabilities of the Acquired Portfolio. Upon receipt by the Acquired Portfolio of the Class 1, Class 2, and Class 3 shares of the Acquiring Portfolio, the Acquired Portfolio will distribute the shares to its shareholders. Then, as soon as practicable after the Closing Date, as defined in the Reorganization Agreement, the Acquired Portfolio will be terminated as a series of the Acquired Trust under applicable state law. For more details about the Reorganization Agreement, see “Appendix B – Form of Agreement and Plan of Reorganization.”

The distribution of Acquiring Portfolio shares to the Acquired Portfolio’s separate account shareholders will be accomplished by crediting your Variable Contract with shares of the Acquiring Portfolio whose aggregate value at the time of issuance will equal the aggregate value of the Acquired Portfolio held in your Variable Contract on that date.

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Accordingly, as a result of the Reorganization, Acquired Portfolio shareholders will own the corresponding class of shares of the Acquiring Portfolio having an aggregate NAV as of the close of regular trading on the NYSE on the business day immediately preceding the Closing Date (“Valuation Time”) equal to the aggregate NAV of that shareholder’s Acquired Portfolio shares computed at the Valuation Time. The Reorganization will not result in dilution of either Portfolio’s NAV. However, as a result of the Reorganization, a shareholder of the Acquired Portfolio or the Acquiring Portfolio will hold a reduced percentage of ownership in the larger Combined Portfolio than the shareholder did in the applicable Portfolio.

Terms of the Reorganization Agreement

Pursuant to the Reorganization Agreement, the Acquiring Portfolio will acquire the assets of the Acquired Portfolio on the Closing Date in consideration for the assumption of the Acquired Portfolio’s liabilities and shares of the Acquiring Portfolio.

On the Closing Date, the Acquired Portfolio will transfer to the Acquiring Portfolio all of its assets in exchange solely for Class 1, Class 2 and Class 3 shares of the Acquiring Portfolio that have an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Portfolio transferred to the Acquiring Portfolio as of the Closing Date, as determined in accordance with the Acquired Portfolio’s valuation procedures or such other valuation procedures as shall be mutually agreed upon by the parties, and the assumption by the Acquiring Portfolio of the liabilities of the Acquired Portfolio. In order to minimize any potential for undesirable federal income and excise tax consequences in connection with the Reorganization, the Acquired Portfolio will distribute on or before the Closing Date all of its undistributed net investment income and net capital gains as of such date.

The Acquired Portfolio expects to distribute the shares of the Acquiring Portfolio to the shareholders of the Acquired Portfolio as of the close of business on the Closing Date in complete liquidation of the Acquired Portfolio, and thereafter the Acquired Portfolio will be terminated as a series of the Acquired Trust under Massachusetts law.

Each of the Acquired Portfolio and the Acquiring Portfolio has made certain standard representations and warranties to each other regarding capitalization, status and conduct of business.

Unless waived in accordance with the Reorganization Agreement, the obligations of the parties to the Reorganization Agreement are conditioned upon, among other things:

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The Reorganization Agreement may be terminated or amended by the mutual consent of the parties.

Reasons for the Reorganization

The Board of each Trust evaluated and unanimously approved the Reorganization. The factors considered by the Board of each Trust with regard to the Reorganization include, but are not limited to, the following:

The Acquired Portfolio and the Acquiring Portfolio are subject to similar principal and non-principal investment risks. The minor differences in disclosed risks should not reflect material differences between the risks of an investment in the respective Portfolios. Specifically, the Acquired Portfolio’s prospectus states that it is subject to principal investment risks, including active management risk and market risk, that are not disclosed with respect to the Acquiring Portfolio. In addition, the Acquiring Portfolio’s prospectus states that it is subject to additional principal investment risks, including illiquidity risk and affiliate fund rebalancing risk, to which the Acquired Portfolio may not be subject.

The larger net asset size of the Combined Portfolio may permit the Combined Portfolio to achieve certain economies of scale as certain costs can be spread over a larger asset base. This potential benefit will largely depend on the growth of the Combined Portfolio and may not be achieved solely as a result of the Reorganization.

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The Trustees considered that SAAMCo will continue to serve as the investment adviser of the Combined Portfolio after the Reorganization and that BofA Advisors will continue to serve as the investment subadviser to the Combined Portfolio after the Reorganization. The Trustees further noted that the same portfolio managers currently manage each of the Portfolios and will continue to serve as the portfolio managers of the Combined Portfolio following the completion of the Reorganization.

While not predictive of future results, the Boards reviewed the relative performance of the Acquired Portfolio and the Acquiring Portfolio over various time periods. The Trustees noted that the same portfolio managers currently manage both Portfolios and will continue to serve as the portfolio managers of the Combined Portfolio following the Reorganization. The Combined Portfolio will maintain the performance history of the Acquiring Portfolio at the closing of the Reorganization.

Shareholders will not bear the costs associated with the Reorganization, including expenses such as legal fees, printing, packaging and postage costs, all of which will be covered by SAAMCo or its affiliates. Shareholders will not have to pay any sales charge on the Acquiring Portfolio shares received in the Reorganization. There are no transaction costs expected to be incurred in connection with the Reorganization.

For these and other reasons, the Board of each Trust concluded that, based upon the factors and considerations summarized above, consummation of the Reorganization is in the best interests of the respective Portfolio and the interests of the respective Portfolio’s existing shareholders will not be diluted as a result of the Reorganization. These determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight on various factors and assigned different degrees of materiality to various conclusions.

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Material U.S. Federal Income Tax Consequences of the Reorganizations

As a condition to the consummation of the Reorganization, the Trusts will have received one or more opinions of Dechert LLP, dated on or before the date of the Reorganization, addressed to and in form and substance satisfactory to the Trusts that, assuming the variable contracts and the insurance companies issuing them are properly structured under the insurance company provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Reorganization will not be a taxable event for contract owners whose Variable Contract values are determined by investment in shares of the applicable Acquired Portfolio. For purposes of rendering its opinion, Dechert LLP may rely exclusively and without independent verification, as to factual matters, on the statements made in the Reorganization Agreement, this Prospectus/Information Statement and related SAI, and on such other written representations as will have been verified as of the date of the applicable Reorganization.

None of the Trusts, the Acquired Portfolio, or the Acquiring Portfolio has sought a tax ruling from the Internal Revenue Service (the “IRS”), but each is acting in reliance upon the opinions of counsel discussed in the previous paragraph. The opinions are not binding on the IRS and do not preclude the IRS from adopting a contrary position. Contract owners should consult their own tax advisors concerning the potential tax consequences, including state and local income taxes.

Expenses of the Reorganizations

The expenses incurred in connection with the Reorganization and the preparation of the Prospectus/Information Statement, including all direct and indirect expenses and out-of-pocket costs (other than any transaction costs relating to the sale of the Acquired Portfolio’s securities prior to and/or after the Reorganization), will be borne solely by SAAMCo or its affiliates, and not by either Portfolio.

Expenses incurred in connection with the Reorganization include, but are not limited to: all costs related to the preparation and distribution of materials distributed to the Boards, including legal and accounting costs; all expenses incurred in connection with the preparation of the Reorganization Agreement and a registration statement on Form N-14; SEC filing fees and legal and audit fees in connection with the Reorganization; the costs of printing and distributing this Combined Prospectus/Information Statement; auditing fees associated with inclusion of each Portfolio’s financial statements in the Form N-14; portfolio transfer taxes (if any); and any similar expenses incurred in connection with the Reorganization.

The brokerage commissions and other transaction costs relating to the Reorganization, if any, will be borne by the Portfolios. There are no transaction costs expected to be incurred in connection with the Reorganization.

All other expenses of each Portfolio shall be paid by the applicable Portfolio.

The aggregate expense of the Reorganization to be borne by SAAMCo or its affiliates is estimated to be approximately $154,000 and the aggregate costs to be borne by the Portfolios is estimated to be approximately $0.

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Legal Matters

Certain legal matters concerning the Reorganization will be passed on by Dechert LLP, as counsel to the Acquiring Trust in connection with the Reorganization. Certain legal matters concerning the issuance of shares of the Acquiring Portfolio will be passed on by Morgan, Lewis & Bockius LLP, as special Massachusetts counsel to the Acquiring Trust. Certain legal matters concerning the federal income tax consequences of the Reorganization will be passed on by Dechert LLP.

MORE INFORMATION ABOUT THE PORTFOLIOS

Fundamental Investment Restrictions

The Acquired Portfolio and the Acquiring Portfolio have identical fundamental investment restrictions. Following the Reorganization, the Combined Portfolio will be subject to the same fundamental investment restrictions as the Acquired Portfolio. The complete list of the fundamental investment restrictions of the Acquired Portfolio and the Acquiring Portfolio is set out in “Appendix A – Fundamental Investment Restrictions.”

Management of the Portfolios

Information About the Investment adviser. SAAMCo currently serves as investment adviser and manager for the Acquired Portfolio and the Acquiring Portfolio. SAAMCo selects the subadvisers for the Portfolios, provides various administrative services for the Portfolios and supervises the daily business affairs of the Portfolios. SAAMCo is a limited liability company organized under the laws of Delaware, and managed, advised or administered assets of approximately $70 billion as of September 30, 2014. SAAMCo is an indirect, wholly-owned subsidiary of American International Group, Inc., and is located at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311.

SAAMCo has received an exemptive order from the Securities and Exchange Commission that permits SAAMCo, subject to certain conditions, to enter into agreements relating to each Trust with unaffiliated subadvisers approved by the respective Board without obtaining shareholder approval. The exemptive order also permits SAAMCo, subject to the approval of the respective Board, but without shareholder approval, to employ new unaffiliated subadvisers for new or existing portfolios of either Trust, change the terms of particular agreements with subadvisers or continue the employment of existing subadvisers after events that would otherwise cause an automatic termination of a subadvisory agreement. SAAMCo Shareholders will be notified of any subadviser changes. Affiliated subadvisers selected and approved by the applicable Board are subject to shareholder approval.

A discussion regarding the basis for the Board’s approval of the investment advisory agreement for the Acquired Portfolio is available in the Acquired Trust Annual Report for the period ended March 31, 2014. A discussion regarding the basis for the Board’s approval of the investment advisory agreement for the Acquiring Portfolio is available in the Acquiring Trust Annual Report for the period ended January 31, 2014.

Information About the Subadviser. BofA Advisors currently serves as investment subadviser to the Acquired Portfolio and the Acquiring Portfolio. BofA Advisors is located at 100 Federal Street, Boston, MA 02110. BofA Global Capital management managed assets consist of assets under the discretionary management of BofA Advisors, an SEC-registered investment adviser and is an indirect, wholly-owned subsidiary of Bank of America Corporation. As of September 30, 2014, BofA Advisors had approximately $87.1 billion in assets under management.

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BofA Advisors has primary responsibility for the day-to-day management of the Acquired Portfolio and the Acquiring Portfolio. Both Portfolios are managed by Dale R. Albright, CFA, Michelle M. Moller and Karyn Corridan, CFA. For each Portfolio, the management team members have responsibility in making investment management decisions for the Portfolio and no team member is limited in his/her role with respect to the management team. Mr. Albright, Director and Head of Portfolio Management, has been with BofA Advisors or its predecessor as an investment professional since 2008. Prior to joining BofA Advisors, Mr. Albright was a portfolio manager for Morgan Stanley Investment management from 1990 to 2008. Ms. Moller, Director and Senior Portfolio Manager, has been with BofA Advisors or its predecessor as an investment professional since 2000. Ms. Corridan, Director and Portfolio Manager, has been with BofA Advisors or its predecessor as an investment professional since 2000.

For the investment subadvisory services provided to each Portfolio, SAAMCo compensates BofA Advisors out of the advisory fees that it receives from the Portfolios.

A discussion regarding the basis for the Board’s approval of the subadvisory agreement for the Acquired Portfolio is available in the Acquired Trust Annual Report for the period ended March 31, 2014. A discussion regarding the basis for the Board’s approval of the subadvisory agreement for the Acquiring Portfolio is available in the Acquiring Trust Annual Report for the period ended January 31, 2014.

The Acquired Portfolio SAI and the Acquiring Portfolio SAI, which are incorporated by reference into this Prospectus/Information Statement, provide additional information about the compensation of the Portfolios’ current portfolio managers, other accounts managed by such managers and such managers’ ownership of securities in the Portfolios and other funds managed by SAAMCo.

Following the Reorganization, SAAMCo will serve as investment adviser to the Combined Portfolio and BofA will serve as investment subadviser to the Combined Portfolio. Mr. Albright, Ms. Moller, and Ms. Corridan will serve as the portfolio managers of the Combined Portfolio.

Investment Advisory and Management Agreements. SAAMCo serves as investment adviser to the Acquired Portfolio and the Acquiring Portfolio pursuant to separate Investment Advisory and Management Agreements with the Acquired Trust and Acquiring Trust, respectively (“Investment Advisory Agreements”). The Investment Advisory Agreements are substantially similar and provide that SAAMCo shall act as investment adviser to each Portfolio, manage each Portfolio’s investments, administer its business affairs, furnish offices, necessary facilities and equipment, provide clerical, bookkeeping and administrative services, and permit any of SAAMCo’s officers or employees to serve without compensation as Trustees or officers of the Acquired Trust or the Acquiring Trust if duly elected to such positions.

As compensation for its services under each Investment Advisory Agreement, SAAMCo receives from the Trusts fees, accrued daily and payable monthly, based on the net assets of each Portfolio at the same annual rate of average daily net assets as set out in the following table:

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Although the Portfolios are party to separate Investment Advisory Agreements, the management fee schedules of the Acquired Portfolio and the Acquiring Portfolio are identical. Following the Reorganization, the Combined Portfolio will be subject to the same Investment Advisory Agreement as the Acquiring Portfolio and will pay a management fee rate based on a management fee schedule that is identical to the management fee schedule currently in place for the Acquired Portfolio. As noted above, the management fee rate currently paid to SAAMCo with respect to each Portfolio is based on the aggregate assets SAAMCo manages for both Portfolios, which means that the Reorganization will not impact the current management fee rates.

For the fiscal year ended March 31, 2014 and January 31, 2014, respectively, the Acquired Portfolio paid an effective advisory fee of 0.46% and the Acquiring Portfolio paid an effective advisory fee of 0.46%.

Waivers and Reimbursements. SAAMCo has voluntarily agreed to waive fees and/or reimburse expenses so that the Total Annual Portfolio Operating Expenses After Fee Waiver and/or Reimbursement for the classes of the Portfolios do not exceed the amounts set forth below. Total Annual Portfolio Operating Expenses shall not include extraordinary expenses as determined under generally accepted accounting principles, 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, governmental fees and other expenses not incurred in the ordinary course of the Trust’s business on behalf of the Portfolios.

These fee waivers and/or reimbursements will continue indefinitely, but may be terminated at any time.

Any waivers or reimbursements, with the exception of advisory fee waivers made by SAAMCo with respect to each Portfolio, is subject to recoupment from the applicable Portfolio within two years after the occurrence of any such waivers and/or reimbursements, provided that the Portfolio is able to effect such payment to SAAMCo and remain in compliance with the expense limitations in effect at the time the waivers and/or reimbursements occurred.

For the last three fiscal years, SAAMCo voluntarily waived fees or reimbursed expenses (excluding advisory fee waivers) as applicable, for all classes of shares, which are not included as part of the fee table, as follows:

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Neither the Acquired Portfolio nor the Acquiring Portfolio recouped amounts voluntarily waived or reimbursed for the 2014 or 2013 fiscal years. The Acquiring Portfolio has remaining balances subject to recoupment of $178,038 for fiscal year 2014 and $15,621 for fiscal year 2013. Following the Reorganization, SAAMCo may recoup these balances from the Combined Portfolio provided that the Combined Portfolio is able to effect such payment to SAAMCo and remain in compliance with the expense limitations in effect at the time the waivers and/or reimbursements occurred.

After the Reorganization, SAAMCo has agreed to waive its right to recoup any remaining balances with respect to fees and/or expenses that SAAMCo previously waived or reimbursed under the voluntary waiver for the Acquired Portfolio. Assuming the Reorganization occurred on July 31, 2014, SAAMCo would forfeit approximately $140,875 in recoupments.

Service Providers

State Street Bank and Trust Company (“State Street”) serves as the custodian for each Trust. In this capacity, State Street maintains the portfolio securities held by the Trusts, administers the purchase and sale of portfolio securities and performs certain other duties. VALIC Retirement Services Company (“VRSCO”) is the Trust’s Transfer and Dividend Paying Agent pursuant to the Master Transfer Agency and Service Agreement (“Service Agreement”). PricewaterhouseCoopers, LLP (“PwC”) is the independent registered public accounting firm for each Trust. PwC performs an annual audit of each Trust’s financial statements and provides tax advisory services, tax return preparation and accounting services relating to filings with the SEC. The firm of Willkie Farr & Gallagher LLP has been selected as legal counsel for each Trust.

Following the Reorganization, the Acquiring Portfolio’s current service providers, which are the same as the Acquired Portfolio’s service providers, will service the Combined Portfolio. Accordingly, the shareholders of the Acquired Portfolio will experience no change in service providers following the Reorganization. Any changes in service providers thereafter are not expected to affect the nature or quality of services provided to the Combined Portfolio or its shareholders.

Distribution and Service Fees

Acquiring Portfolio Distribution Agreement. The Acquiring Trust, on behalf of Acquiring Portfolio, has entered into a distribution agreement (“Distribution Agreement”) with AIG Capital Services, Inc. (“Distributor”), a registered broker-dealer and an indirect wholly owned subsidiary of AIG, to act as the principal underwriter in connection with the continuous offering of each class of shares of the Acquiring Portfolio to the separate accounts of certain life insurance companies that hold shares of the Acquiring Portfolio. The address of the Distributor is Harborside Financial Center, 3200 Plaza Five, Jersey City, NJ 07311. The Distribution Agreement also provides that the Distributor will pay the promotional expenses, including the cost of printing and distributing prospectuses, annual reports and other periodic reports with respect to the Acquiring Portfolio, for distribution to persons who are not shareholders of the Acquiring Portfolio and the costs of preparing, printing and distributing any other supplemental advertising and sales literature. However, certain promotional expenses may be borne by the Acquiring Portfolio, including printing and distributing prospectuses, proxy statements, notices, annual reports and other periodic reports to existing shareholders.

After its initial approval, the Distribution Agreement will continue from year to year, with respect to the Acquiring Portfolio, if such continuance is approved at least annually by vote of a majority of the Trustees of the Acquiring Trust, including a majority of such Trustees that are not interested persons of the Acquiring Trust as defined in the Investment Company Act of 1940 (“1940 Act”). The Acquiring Trust or the Distributor each has the right to terminate the Distribution Agreement with respect to

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Acquiring Portfolio on 60 days’ written notice, without penalty. The Distribution Agreement automatically terminates with respect to the Acquiring Portfolio in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

The Acquired Trust has not entered into any distribution agreements with a principal underwriter in connection with the continuous offering of each class of shares of the Acquired Portfolio.

Following the Reorganization, the Combined Portfolio will continue to be party to the Distribution Agreement described above.

Acquired Portfolio and Acquiring Portfolio 12b-1 Plans. Class 2 and Class 3 shares of each Portfolio are subject to separate Rule 12b-1 plans (each, a “12b-1 Plan” and together, the “12b-1 Plans”). The 12b-1 Plans provide for service fees payable at the annual rate of up to 0.15% and 0.25%, respectively, of the average daily net assets of such class of shares. The service fees will be used to compensate the Life Companies for costs associated with the servicing of either Class 2 or Class 3 shares, including the cost of reimbursing the Life Companies for expenditures made to financial intermediaries for providing services to contract holders who are the indirect beneficial owners of the Portfolios’ Class 2 or Class 3 shares. Because these fees are paid out of each Portfolio’s Class 2 or Class 3 assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Class 1 shares of the Acquiring and Acquired Portfolios are not subject to a separate 12b-1 Plan.

Continuance of the 12b-1 Plans with respect to each Portfolio is subject to annual approval by vote of the applicable Board, including a majority of the Independent Trustees, who have no direct or indirect financial interest in the operation of the plan or in any agreements related to the plan (for each respective Board, the “12b-1 Trustees”). Each 12b-1 Plan may not be amended to increase materially the amount authorized to be spent thereunder with respect to Class 2 and Class 3 shares of a Portfolio, without approval of the shareholders of the Class 2 and Class 3 shares of the Portfolio, respectively. In addition, all material amendments to each 12b-1 Plan must be approved by the Board in the manner described above. The 12b-1 Plans may be terminated at any time with respect to a Portfolio without payment of any penalty by vote of a majority of the 12b-1 Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of Class 2 and Class 3 shares of the Portfolio, respectively. So long as each 12b-1 Plan is in effect, the election and nomination of the Independent Trustees shall be committed to the discretion of the Independent Trustees. In its quarterly review of the 12b-1 Plans, each Trust’s Board will consider the continued appropriateness of, and the level of, compensation provided in the applicable 12b-1 Plans. In their consideration of the 12b-1 Plans with respect to each Portfolio, the applicable Board must consider all factors they deem relevant, including information as to the benefits for the Portfolio for the shareholders of Class 2 and Class 3 shares of the Portfolio.

Following the Reorganization, the Combined Portfolio will be subject to the 12b-1 Plans currently applicable to Class 2 and Class 3 shares of the Acquiring Portfolio, as described above.

Transaction Policies

Procedures for the purchase, redemption and valuation of shares of the Acquired Portfolio and the Acquiring Portfolio are identical and such procedures will remain in place for the Combined Portfolio.

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Valuation of shares. The NAV for each Portfolio and class is determined each business day at the close of regular trading on the New York Stock Exchange (generally 4:00 p.m., Eastern time) by dividing the net assets of each class by the number of such class’s outstanding shares. The NAV for each Portfolio also may be calculated on any other day in which there is sufficient liquidity in the securities held by the Portfolio. As a result, the value of the Portfolio’s shares may change on days when you will not be able to purchase or redeem your shares.

Securities for which market quotations are readily available are valued at their market price as of the close of regular trading on the New York Stock Exchange for the day, unless, in accordance with pricing procedures approved by each Trust’s Board, the market quotations are determined to be unreliable.

Securities and other assets for which market quotations are unavailable or unreliable are valued at fair value in accordance with pricing procedures periodically approved and revised by the applicable Board. There is no single standard for making fair value determinations, which may result in the use of prices that vary from those used by other funds. In addition, there can be no assurance that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. The value of any share of open-end funds held by the Portfolios will be calculated using the NAV of such funds. The prospectus for any such open-end funds should explain the circumstances under which these funds use fair value pricing and the effect of using fair value pricing.

Because Class 2 and Class 3 shares are subject to service fees, while Class 1 shares are not, the net asset value per share of the Class 2 or Class 3 shares will generally be lower than the net asset value per share of the Class 1 shares of each Portfolio.

Buy and sell prices. The Separate Accounts buy and sell shares of a Portfolio at NAV, without any sales or other charges. However, as discussed above, Class 2 and Class 3 shares are subject to service fees pursuant to a Rule 12b-1 plan.

Execution of requests. Each Trust is open on those days when the New York Stock Exchange is open for regular trading. Buy and sell requests are executed at the next NAV to be calculated after the request is accepted by a Trust. If the order is received by a Trust, or a Life Company as its authorized agent, before the Trust’s close of business (generally 4:00 p.m., Eastern time), the order will receive that day’s closing price. If the order is received after that time, it will receive the next business day’s closing price.

During periods of extreme volatility or market crisis, a Portfolio may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to seven business days or longer, as allowed by federal securities laws.

Frequent Purchases and Redemption of Shares

The market timing trading policies and procedures of the Acquired Portfolio and the Acquiring Portfolio are identical, and such policies and procedures will remain in place for the Combined Portfolio.

The Portfolios, which are offered only through Variable Contracts, are intended for long-term investment and not as frequent short-term trading (“market timing”) vehicles. Accordingly, organizations or individuals that use market timing investment strategies and make frequent transfers or redemptions should not acquire Variable Contracts that relate to shares of the Portfolios.

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The Board of each Trust has adopted policies and procedures with respect to market timing activity as discussed below.

The Trusts believe that market timing activity is not in the best interest of its Portfolios’ performance or their participants. Market timing can disrupt the ability of a manager to invest assets in an orderly, long-term manner, which may have an adverse impact on the performance of the Portfolios. In addition, market timing may increase a Portfolio’s expenses through: increased brokerage, transaction and administrative costs; forced and unplanned portfolio turnover; and large asset swings that decrease a Portfolio’s ability to provide maximum investment return to all participants. This in turn can have an adverse effect on Portfolio performance.

Shares of the Portfolios are generally held through separate accounts. The ability of the Trusts to monitor transfers made by the participants in separate accounts maintained by financial intermediaries is limited by the institutional nature of these omnibus accounts. Each Trust’s Board’s policy is that the Portfolios must rely on the separate accounts to both monitor market timing within a Portfolio and attempt to prevent it through their own policies and procedures. Each Trust has entered into agreements with the separate accounts that require the separate accounts to provide certain information to help identify frequent trading activity and to prohibit further purchases or exchanges by a shareholder identified as having engaged in frequent trades. In situations in which a Trust becomes aware of possible market timing activity, it will notify the separate account in order to help facilitate the enforcement of such entity’s market timing policies and procedures. There is no guarantee that a Trust will be able to detect market timing activity or the participants engaged in such activity, or, if it is detected, to prevent its recurrence. Whether or not a Trust detects it, if market timing activity occurs, then you should anticipate that you will be subject to the disruptions and increased expenses discussed above.

The Trusts reserve the right, in their sole discretion and without prior notice, to reject or refuse purchase orders received from insurance company separate accounts, whether directly or by transfer, including orders that have been accepted by a financial intermediary, that the Trusts determine not to be in the best interest of the Portfolios. Such rejections or refusals will be applied uniformly without exception.

Any restrictions or limitations imposed by the separate account may differ from those imposed by the Trusts. Please review your Variable Contract prospectus for more information regarding the insurance company’s market timing policies and procedures, including any restrictions or limitations that the insurance company separate account may impose with respect to trades made through a Variable Contract. Please refer to the documents pertaining to your Variable Contract prospectus on how to direct investments in or redemptions from (including making transfers into or out of) the Portfolios and any fees that may apply.

Dividend Policies and Taxes

The policies with respect to payment of dividends and distributions of the Acquired Portfolio and the Acquiring Portfolio are identical and such procedures will remain in place for the Combined Portfolio.

Distributions. Each Portfolio annually declares and distributes substantially all of its net investment income in the form of dividends. Distributions from net realized gains, if any, are paid annually for each Portfolio. Each of the Portfolios reserves the right to declare and pay dividends less frequently than as disclosed above, provided that the net realized capital gains and net investment income, if any, are paid at least annually.

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Distribution Reinvestments. The dividends and distributions will be reinvested automatically in additional shares of the same Portfolio on which they were paid. The per share dividends on Class 2 and Class 3 shares will generally be lower than the per share dividends on Class 1 shares of the same Portfolio as a result of the fact that Class 2 and Class 3 shares are subject to service fees, while Class 1 shares are not.

Taxability of a Portfolio. Each Portfolio intends to continue to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended. As long as each Portfolio is qualified as a regulated investment company, it will not be subject to U.S. federal income tax on the earnings that it distributes to its shareholders.

Each Portfolio further intends to meet certain additional diversification and investor control requirements that apply to regulated investment companies that underlie Variable Contracts. If a Portfolio were to fail to qualify as a regulated investment company or were to fail to comply with the additional diversification or investor control requirements, Variable Contracts invested in the Portfolio may not be treated as annuity, endowment, or life insurance contracts for U.S. federal income tax purposes, and income and gains earned inside the Variable Contracts would be taxed currently to policyholders and would remain taxable in future years, even if the Portfolio were to become adequately diversified and otherwise compliant in the future.

FINANCIAL HIGHLIGHTS

The following Financial Highlights tables for the Acquiring Portfolio and the Acquired Portfolio are intended to help you understand each Portfolio’s financial performance for the past 5 years. Certain information reflects financial results for a single Portfolio share. The total returns in each table represent the rate that an investor would have earned on an investment in a Portfolio (assuming reinvestment of all dividends and distributions). Separate Account charges are not reflected in the total returns. If these amounts were reflected, returns would be less than those shown. The information as of January 31, 2014 and March 31, 2014 has been audited by PricewaterhouseCoopers LLP, whose report, along with each Portfolio’s financial statements, is included in the Acquiring Portfolio Annual Report or Acquired Portfolio Annual Report, as applicable, which is available upon request.

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SunAmerica Series Trust

(Acquiring Portfolio)

Financial Highlights

(Audited as of January 31, 2014)

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Financial Highlights

(Unaudited as of July 31, 2014)

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Seasons Series Trust

(Acquired Portfolio)

Financial Highlights

(Audited as of March 31, 2014)