SCHEDULE 14C INFORMATION
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SUNAMERICA SERIES TRUST
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SUNAMERICA SERIES TRUST
SA JPMorgan Ultra-Short Bond Portfolio
(formerly, SA DFA Ultra Short Bond Portfolio)
P.O. Box 15570
Amarillo, Texas 79105-5570
(800) 445-7862
June 27, 2024
Dear Participant:
You are receiving the enclosed information statement (the Information Statement) because we wish to inform you of certain changes to the SA JPMorgan Ultra-Short Bond Portfolio (formerly, the SA DFA Ultra Short Bond Portfolio) (the Portfolio), a series of SunAmerica Series Trust (the Trust).
At a meeting held on December 6, 2023 (the Meeting), the Board of Trustees (the Board) of the Trust approved an investment subadvisory agreement between SunAmerica Asset Management, LLC (SunAmerica), the Portfolios investment adviser, and J.P. Morgan Investment Management Inc. (JPMorgan or the Subadviser) (the Subadvisory Agreement) with respect to the Portfolio. JPMorgan replaced Dimensional Fund Advisors LP as the subadviser to the Portfolio. The Subadvisory Agreement became effective on April 29, 2024 (the Effective Date).
In connection with the appointment of JPMorgan, the Board approved a change in the Portfolios name to the SA JPMorgan Ultra-Short Bond Portfolio, along with changes to the Portfolios principal investment strategies and techniques and principal investment risks. These changes also became effective on the Effective Date. For more information about the Portfolios investment goal, principal investment strategies and techniques and principal investment risks, please refer to the Portfolios prospectus dated May 1, 2024.
As a matter of regulatory compliance, we are sending you this Information Statement, which includes information about the Portfolio, the Subadvisory Agreement and JPMorgan.
This document is for your information only and you are not required to take any action. Should you have any questions regarding the enclosed Information Statement, please feel free to call the Annuity Service Center at (800) 445-7862 between the hours of 8:00 a.m. Pacific Time and 5 p.m. Pacific Time. As always, we appreciate your confidence and trust and look forward to serving you in the future.
Sincerely,
/s/ Gregory Kingston |
Gregory R. Kingston Treasurer and Principal Financial and Accounting Officer SunAmerica Series Trust |
SUNAMERICA SERIES TRUST
SA JPMorgan Ultra-Short Bond Portfolio
(formerly, the SA DFA Ultra Short Bond Portfolio)
(the Portfolio)
P.O. Box 15570
Amarillo, Texas 79105-5570
(800) 445-7862
INFORMATION STATEMENT
REGARDING A NEW SUBADVISORY AGREEMENT FOR THE
SA JPMORGAN ULTRA-SHORT BOND PORTFOLIO
You have received this information statement (the Information Statement) because on April 29, 2024, you were invested in the Portfolio through a variable annuity or variable life insurance policy. You are receiving this Information Statement in lieu of a proxy statement. This Information Statement describes the decision by the Board of Trustees (the Board or the Trustees) of SunAmerica Series Trust (the Trust) to appoint J.P. Morgan Investment Management Inc. (JPMorgan or the Subadviser) as the subadviser to the Portfolio.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND YOU ARE NOT REQUIRED TO TAKE ANY ACTION.
Purpose of the Information Statement
At a meeting held on December 6, 2023 (the Meeting), the Board, including all of the Trustees who are not interested persons of the Trust, SunAmerica Asset Management, LLC (SunAmerica) or JPMorgan, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Trustees), approved the appointment of JPMorgan as the subadviser to the Portfolio, pursuant to a subadvisory agreement between SunAmerica, the Portfolios investment adviser, and JPMorgan (the Subadvisory Agreement) with respect to the Portfolio. In connection with the appointment of JPMorgan, the Board also approved a change in the Portfolios name to the SA JPMorgan Ultra-Short Bond Portfolio, and certain corresponding changes to the Portfolios principal investment strategies and techniques and principal investment risks. These changes and the Subadvisory Agreement became effective on April 29, 2024 (the Effective Date).
SunAmerica and the Trust have received an exemptive order (the Exemptive Order) from the U.S. Securities and Exchange Commission (the SEC) that permits SunAmerica, subject to certain conditions, to select new subadvisers, replace existing subadvisers or make changes to existing subadvisory contracts without first calling a shareholder meeting and obtaining shareholder approval. The Exemptive Order requires that within 60 days of entering into a new subadvisory agreement, the Trust furnish a funds shareholders with the same information about the new subadviser or subadvisory agreement that would have been included in a proxy statement, except as modified by the Exemptive Order. This Information Statement is being provided to you to satisfy this requirement.
This Information Statement is being posted at CorebridgeFinancial.com/InformationStatements on or about June 28, 2024.
The Trust and the Adviser
The Portfolio is an investment series of the Trust, a Massachusetts business trust. The Trust entered into an Investment Advisory and Management Agreement (the Advisory Agreement) with SunAmerica on January 1, 1999, as amended from time to time, with the approval of the Board, including a majority of the Independent Trustees. The Advisory Agreement was last approved by the Board, including a majority of the Independent Trustees, at a meeting held on October 12, 2023.
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SunAmerica is a limited liability company organized under the laws of Delaware. SunAmerica is an indirect, wholly owned subsidiary of Corebridge Financial, Inc. (Corebridge). American International Group, Inc.s (AIG) share ownership of Corebridge, the publicly-traded parent company of SunAmerica, and the rights granted to AIG by Corebridge as part of a separation agreement between AIG and Corebridge, provide AIG with control over Corebridges corporate business activities. SunAmerica is located at 30 Hudson Street, 16th Floor, Jersey City, New Jersey 07302. As investment adviser, SunAmerica selects the subadvisers for the Trusts portfolios, manages certain portfolios, provides various administrative services and supervises the portfolios daily business affairs, subject to oversight by the Trustees. The Advisory Agreement authorizes SunAmerica to retain subadvisers for the portfolios for which it does not manage the assets. SunAmerica selects subadvisers it believes will provide the portfolios with the highest quality investment services. SunAmerica monitors the activities of the subadvisers and, from time to time, will recommend the replacement of a subadviser on the basis of investment performance, style drift (divergence from the stated investment objective or policies) or other considerations.
The subadvisers to the Trusts portfolios, including JPMorgan, act pursuant to subadvisory agreements with SunAmerica. Their duties include furnishing continuing advice and recommendations to the portfolios regarding securities to be purchased and sold, selecting broker-dealers and negotiating commission rates for the portfolios. The subadvisers are independent of SunAmerica and discharge their responsibilities subject to the policies of the Trustees and the oversight and supervision of SunAmerica, which pays the subadvisers fees. The Trusts portfolios do not pay fees directly to a subadviser.
There were no changes to the Advisory Agreement or to SunAmericas advisory fees in connection with the approval of the Subadvisory Agreement. For its services under the new Subadvisory Agreement, JPMorgan receives a fee, payable monthly by SunAmerica, in an amount that is calculated as an annual percentage of the portion of the Portfolios average daily net assets managed by JPMorgan.
Had the changes described above (the New Arrangements) been implemented at the beginning of the fiscal year ended January 31, 2024, the subadvisory fees paid by SunAmerica would have decreased and the gross advisory fees retained by SunAmerica with respect to the Portfolio would have increased. The following shows what the aggregate subadvisory fees paid and the advisory fees retained were for the fiscal year ended January 31, 2024, compared to what they would have been had the New Arrangements been in place for the entire fiscal year ended January 31, 2024.
|
Year Ended January 31,
Actual |
Year Ended January 31,
New Arrangements |
Difference | |||||||||||
|
Dollar Amount |
% of Net Assets |
Dollar Amount |
% of Net Assets |
Dollar Amount |
% of Net Assets |
% Increase (Decrease) | |||||||
Gross Advisory Fees | $1,705,118 | 0.46% | $1,705,118 | 0.46% | $0 | 0% | 0% | |||||||
Aggregate Subadvisory Fees Paid | $373,359 | 0.10% | $336,023 | 0.09% | $37,336 | 0.01% | (0.01)% | |||||||
Advisory Fees Retained | $1,331,759 | 0.36% | $1,369,095 | 0.37% | $37,336 | 0.01% | 0.01% |
The subadvisory fees paid to JPMorgan and advisory fees retained by SunAmerica are hypothetical and designed to help you understand the potential effects of the Subadvisory Agreement. The actual fees paid to JPMorgan and the actual advisory fees retained by SunAmerica may be different due to fluctuating asset levels and a variety of other factors.
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In connection with the appointment of JPMorgan, and as set forth in the Portfolios prospectus dated May 1, 2024, the Portfolios investment goal remains current income consistent with liquidity and preservation of capital. The Portfolio attempts to achieve its investment goal by investing, under normal circumstances, at least 80% of its net assets in U.S. dollar denominated short-term fixed, variable and floating rate debt. The Portfolio invests primarily in corporate securities, asset-backed securities, mortgage-backed and mortgage-related securities, and high-quality money market instruments such as commercial paper and certificates of deposit. The Portfolio may also invest in U.S. Treasury securities (including Separate Trading of Registered Interest and Principal of Securities (STRIPS)), securities issued or guaranteed by the U.S. government or its agencies and instrumentalities, securities issued or guaranteed by foreign governments, repurchase agreements, when-issued securities, delayed delivery securities, forward commitments, zero-coupon securities and privately placed securities. All securities will be U.S. dollar-denominated although they may be issued by a foreign corporation or a U.S. affiliate of a foreign corporation, or a foreign government or its agencies and instrumentalities.
Under normal circumstances, the Portfolio maintains a duration of one year or less from the date of settlement, although under certain market conditions such as in periods of significant volatility in interest rates and spreads, the Portfolios duration may be longer than one year. Duration is a measure of price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of one means that a securitys or portfolios price would be expected to decrease by approximately 1% with a 1% increase in interest rates (assuming a parallel shift in yield curve).
The Portfolio may invest a significant portion of its assets in mortgage-related and mortgage-backed, as well as restricted securities, at the subadvisers discretion. The asset-backed securities in which the Portfolio may invest include sub-prime securities and collateralized loan obligations (CLOs). The Portfolio may invest in securities of any credit quality, but will invest primarily in investment grade securities.
The Portfolio may use futures contracts in connection with its principal strategies in certain market conditions in order to hedge various investments, for risk management purposes and/or to seek to increase income or gain to the Portfolio.
The Portfolio is not a money market fund and is not subject to the special regulatory requirements (including maturity and credit quality constraints) designed to enable money market funds to maintain a stable share price.
The subadviser allocates the Portfolios assets among a range of sectors based on strategic positioning and other tactical considerations. In buying and selling investments for the Portfolio, the subadviser looks for market sectors and individual securities that it believes will perform well over time. The subadviser selects individual securities after performing a risk/reward analysis that includes an evaluation of their characteristics including income, interest rate risk, credit risk and the complex legal and technical structure of the transaction. As part of its security selection strategy, the subadviser seeks to assess the impact of environmental, social and governance (ESG) factors on many issuers in the universe in which the Portfolio may invest. ESG factors assessed may include, but are not limited to, issues related to the quality and function of the natural environment, such as climate change resilience and greenhouse emissions; social issues related to the rights, wellbeing and interests of people and communities, such as discrimination prevention and workplace safety; and governance issues relating to the way companies are managed and overseen, such as board diversity and executive compensation. The subadvisers assessment is based on an analysis of key opportunities and risks across industries to seek to identify financially material issues with respect to the Portfolios investments in issuers and ascertain key issues that merit engagement with issuers. These assessments may not be conclusive and securities of issuers that may be negatively impacted by such factors may be purchased and retained by the Portfolio while the Portfolio may divest or not invest in securities of issuers that may be positively impacted by such factors.
Additionally, the Portfolios principal risks were revised to include ESG Investment Risk, Floating Rate Securities Risk, Mortgage- and Asset-Backed Securities Risk, Privately Placed Securities Risk and Zero Coupon Bond Risk and to delete Hedging Risk. The Portfolios benchmark indices changed from the ICE BofA 6-Month
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US Treasury Bill Index to also include the Bloomberg U.S. Aggregate Bond Index and the ICE BofA 3-Month US Treasury Bill Index.
The Subadvisory Agreement
Effective April 29, 2024, and pursuant to the Subadvisory Agreement, JPMorgan assumed responsibility for the day-to-day management of the Portfolio. Under the terms of the Subadvisory Agreement, and subject to the oversight and review of SunAmerica, JPMorgan (i) manages the investment and reinvestment of the Portfolios assets; (ii) determines, in its discretion and subject to the oversight and review of SunAmerica, the securities and other investments or instruments to be purchased or sold; (iii) provides SunAmerica with records concerning its activities which SunAmerica or the Trust is required to maintain; and (iv) renders regular reports to SunAmerica and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. JPMorgan shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, as provided in writing to JPMorgan from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio as set forth in the Trusts current prospectus and statement of additional information; and (b) applicable laws and regulations. The Subadvisory Agreement is attached as Exhibit A.
The Subadvisory Agreement is similar to the subadvisory agreement that was in effect between SunAmerica and Dimensional Fund Advisors LP (DFA) on behalf of the Portfolio, except that the Subadvisory Agreement materially differs from the agreement that was in effect between SunAmerica and DFA, among other ways, in: (i) the name of the subadviser; (ii) the effective date of the agreement; and (iii) the fee rate.
The Subadvisory Agreement, after initial approval with respect to the Portfolio, continues in effect for a period of two years from its effective date, in accordance with its terms, unless terminated, and may thereafter be renewed from year to year as to the Portfolio for so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act. The Subadvisory Agreement may be terminated at any time, without penalty, by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio, voting separately from any other series of the Trust, or by SunAmerica, on not less than 30 nor more than 60 days written notice to JPMorgan, or by JPMorgan on 90 days written notice to SunAmerica and the Trust. Under the terms of the Subadvisory Agreement, the Subadviser is not liable to the Portfolio, or its shareholders, for any act or omission by it or for any losses sustained by the Portfolio or its shareholders, except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties.
Information about JPMorgan
JPMorgan is a Delaware Corporation and is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. JPMorgan is located at 383 Madison Avenue, New York, NY 10179. JPMorgan provides investment advisory services to a substantial number of institutional and other investors, including other registered investment advisers. As of December 31, 2023, JPMorgan together with its affiliated companies had approximately $2.947 trillion in assets under management.
The portfolio managers who are primarily responsible for daily management of the Portfolio are James McNerny and Karl Lohninger. Mr. McNerny is a portfolio manager within the Global Liquidity business. In this role, Mr. McNerny oversees managed reserves portfolios and is the lead portfolio manager for the JPMorgan Ultra-Short Income ETF. An employee since 2000, Mr. McNerny has previously served as a fixed income portfolio manager and product specialist in both London and New York, focusing on liquidity, short duration, broad market, extended market and total return products for clients throughout the EMEA and U.S. regions. Mr. McNerny began his career as an analyst at the firm. Mr. McNerny holds a B.S. in operations management from the University of Scranton and an M.S. in finance from London Business School and holds Series 3, 7 and 63 licenses. Mr. Lohninger is a portfolio manager and corporate credit trader within the Global Liquidity
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business. Mr. Lohninger has served as a portfolio manager since 2010. In recent years, Mr. Lohninger has shifted his focus to credit strategy, trade idea generation and execution for the desk. An employee since 2007, Mr. Lohninger has previously served in the firms Data Integrity Group. Prior to joining the firm, Mr. Lohninger was a senior mortgage loan officer at Key Bank. Mr. Lohninger holds a B.S. in economics and international business from Bloomsburg University and an M.B.A. in finance from Montclair State University. Mr. Lohninger is a CFA charterholder.
The following chart lists JPMorgans principal executive officers and directors and their principal occupations. The business address of each officer and director as it relates to that persons position with JPMorgan is 277 Park Avenue, New York, New York 10172.
Name |
Principal Occupation | |
White Gatch, George Crosby |
Director/Chairman | |
Quinsee, Paul Anthony |
Director/Head of Global Equities | |
Powell, Andrew Richard |
Director/AM CAO/Head of Global Client Service/Senior Business Manager | |
Donohue, John Thomas |
Director/President/CEO/Head of Global Liquidity | |
Dowd, Joy Catherine |
Director | |
Michele, Robert Charles |
Director/Head of Global Fixed Income, Currency & Commodities | |
Pil, Anton Cyriel |
Director/Head of Global Alternatives | |
Laskowitz, Jedediah Isiah M |
Head of Global Asset Management Solutions | |
Oliva, John L |
Chief Compliance Officer | |
Lisher, Andrea L |
Director/Head of Americas, Client | |
Bonanno, Peter Victor |
General Counsel, Asset Management | |
Manghillis, Katherine Gail |
Secretary | |
Hesse, Benjamin A |
Director, Chief Financial Officer, Treasurer |
No Trustee of the Trust has, or has had, any material interest in, or a material interest in a material transaction with JPMorgan or its affiliates since the beginning of the Portfolios most recent fiscal year. No officers or Trustees of the Trust are officers, employees, directors, general partners or shareholders of JPMorgan.
JPMorgan provides investment advisory or sub-subadvisory services, as applicable, to the mutual funds and/or institutional accounts listed below, which have investment strategies or objectives similar to that of the Portfolio. While the investment strategies or objectives of the mutual funds and/or accounts listed below may be similar to that of the Portfolio, the nature of services provided by JPMorgan may be different. As a subadviser, JPMorgan may perform a more limited set of services and assume fewer responsibilities for the Portfolio than it does for certain funds and/or accounts listed below. The name of each such fund or account, together with information concerning the funds assets, are set forth below.
Comparable Accounts/Funds |
Assets as of March 31, 2024 | |
Managed Reserves |
$123.6B |
Factors Considered by the Board of Trustees
At the Meeting, the Board, including the Independent Trustees, approved the Subadvisory Agreement with respect to the Portfolio. In connection with this approval, the Board also approved certain changes to the
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Portfolios investment strategies and techniques, as well as a change of the Portfolios name to SA JPMorgan Ultra-Short Bond Portfolio.
In connection with the approval of the Subadvisory Agreement, the Board received materials related to certain factors used in its consideration of whether to approve the Subadvisory Agreement. Those factors included:
(1) | the requirements of the Portfolio in the areas of investment supervisory and administrative services; |
(2) | the nature, extent and quality of the investment advisory and administrative services expected to be provided by JPMorgan; |
(3) | the size and structure of the subadvisory fees and any other material payments to JPMorgan; |
(4) | the organizational capability and financial condition of JPMorgan and its affiliates; |
(5) | the possibility that services of the type required by the Trust might be better obtained from other organizations; and |
(6) | the fees to be paid by SunAmerica to JPMorgan for managing the Portfolio. |
In addition, the Board considered (a) the conditions and trends prevailing in the economy, the securities markets and the investment company industry; (b) the profitability of and amounts retained by SunAmerica; and (c) information regarding JPMorgans compliance and regulatory history. The Board also took into account extensive information from JPMorgan regarding its services provided to the Trust, which materials the Board reviewed at its October 12, 2023 meeting in connection with its consideration of the renewal of the subadvisory agreements with respect to the various series of the Trust.
The Independent Trustees were separately represented by counsel that is independent of SunAmerica and JPMorgan in connection with their consideration of approval of the Subadvisory Agreement. The matters discussed below were also considered separately by the Independent Trustees in executive session during which such independent counsel provided guidance to the Independent Trustees.
The Board received information regarding the Trusts subadvisory fees compared to subadvisory fee rates of a group of funds with similar investment strategies and/or objectives, as applicable (the Subadvised Expense Group/Universe), as selected and prepared by an independent third-party provider of investment company data. The Board also received performance data and expense information prepared by management. In addition, the Board considered expenses and performance of the Subadviser with respect to accounts and mutual funds that have comparable investment objectives and strategies to the Portfolio.
Nature, Extent and Quality of Services Provided by the Subadviser
The Board, including the Independent Trustees, considered the nature, quality and extent of services expected to be provided by JPMorgan. In making its evaluation, the Board considered that SunAmerica acts as adviser for the Portfolio, manages the daily business affairs of the Trust, and obtains and evaluates economic, statistical and financial information to formulate and implement investment policies and provides oversight with respect to the daily management of the Portfolios assets, subject to the Trustees oversight and control. It was also noted that SunAmericas advisory fees compensate SunAmerica for services such as monitoring portfolio performance, selecting and replacing subadvisers, determining asset allocations among each series of the Trust and ensuring that a subadvisers style adheres to the prospectus and statement of additional information as well as other administrative, compliance and legal services or requirements.
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With respect to the Subadviser, the Board noted that JPMorgan would be responsible for providing investment management services on a day-to-day basis. In such role, JPMorgan would (i) manage the investment and reinvestment of the Portfolios assets; (ii) determine the securities to be purchased or sold and execute such documents on behalf of the Portfolio as may be necessary in connection with its management thereof; (iii) provide SunAmerica with records concerning its activities; and (iv) render regular reports to SunAmerica and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Board reviewed JPMorgans history, structure and size, and investment experience. The Board considered the personnel of JPMorgan who would be involved in the investment management, administration, compliance and risk management activities with respect to the Portfolio, as well as current and projected staffing levels. The Board was informed that in managements judgment, JPMorgan has the size, viability and resources to attract and retain highly qualified investment professionals. The Board reviewed the qualifications, background and responsibilities of the staff of JPMorgan who would be responsible for providing investment management services to the Portfolio.
The Board also reviewed and considered JPMorgans compliance and regulatory history, including information about whether it has been involved in any litigation, regulatory actions or investigations that could impair its ability to serve as subadviser or sub-subadviser, as applicable, to the Portfolio. The Board considered JPMorgans risk assessment and risk management processes. The Board concluded that there was no information provided that would have a material adverse effect on JPMorgans ability to provide services to the Trust.
The Board concluded that it was satisfied with the nature, quality and extent of the services expected to be provided by JPMorgan and that there was a reasonable basis on which to conclude that JPMorgan would provide high quality services to the Trust.
Portfolio Fees and Expenses; Investment Performance
The Board, including the Independent Trustees, received and reviewed information regarding the Portfolios subadvisory fees (actual and contractual) compared against such fees of its Subadvised Expense Group/Universe. It was noted that with respect to subadvisory fees, SunAmerica negotiates such fees at arms length. The Board also considered that the subadvisory fees are paid by SunAmerica out of its advisory fee and not by the Portfolio, and that subadvisory fees may vary widely within a Subadvised Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. The Board further considered the amount of subadvisory fees to be paid by SunAmerica and the amount of the management fees that it would retain, noting that there will be no change in the management fee paid by the Portfolio to SunAmerica. The Board determined that these amounts were reasonable in light of the services performed by SunAmerica and JPMorgan, respectively.
To assist in analyzing the reasonableness of the subadvisory fee, the Board received a report prepared independently by Broadridge Financial Solutions, Inc. (Broadridge), as well as information provided by management. The Board requested information regarding advisory and subadvisory fees received by JPMorgan, as well as performance data, with respect to any other mutual funds or other accounts advised or subadvised by JPMorgan with similar investment objectives and/or strategies, as applicable.
The Subadvised Expense Group consists of the Portfolio and two other ultra-short obligation funds underlying variable insurance products (VIPs), as classified by Broadridge. The Subadvised Expense Universe consists of the Portfolio and all other ultra-short obligation funds underlying VIPs with disclosed subadviser agreements, excluding outliers.
The performance information included information as of September 30, 2023, from management and JPMorgan. On a quarterly basis, the Board monitors and reviews various materials presented and prepared by management, including but not limited to the Portfolios overall performance, performance relative to the Portfolios benchmark and Morningstar and Broadridge peer groups, and a subadvisers performance within a portfolio. The Board also considered that management makes particular note of any portfolio that may require closer monitoring or potential corrective action by the Board.
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The Board also considered that DFAs performance ranked in the fifth quintile in its Morningstar peer group over the one-, three- and five-year periods ended September 30, 2023. The Board also considered the performance of the J.P. Morgan Ultra-Short Income ETF (the JPMorgan Fund) relative to the ICE BofA ML 3-Month US Treasury Bill Index. The Board noted that the JPMorgan Fund had outperformed the benchmark for the five-year period ended September 30, 2023, and for two of the previous five calendar years. In considering this comparative performance information, however, the Board also reviewed relevant distinctions and differences between the JPMorgan Fund and the Portfolio and acknowledged that past performance is not necessarily indicative of future results.
The Trustees noted that the expense and performance information as a whole was useful in assessing whether JPMorgan is proposing to provide services at a cost that is competitive with other similar funds.
Profitability, Economies of Scale and Other Benefits Derived
The Board noted that the subadvisory fees paid pursuant to the Subadvisory Agreement are paid by SunAmerica out of its advisory fees. The Trustees also relied on the ability of SunAmerica to negotiate the Subadvisory Agreement and the fees thereunder at arms length. The Board determined that the profitability to the Subadviser in connection with its relationship with the Portfolio is therefore not a material factor in its consideration of the Subadvisory Agreement.
The Board considered other potential indirect benefits to JPMorgan as a result of its relationship with the Portfolio, which could include research benefits obtained by trading the Portfolios assets, economies of scale, reputational benefits, and the potential for future mandates. For similar reasons as stated above with respect to JPMorgans profitability, the Board concluded that the potential for economies of scale and other indirect benefits to JPMorgan in its management of the Portfolio are not a material factor in its consideration at this time.
Terms of Subadvisory Agreement
The Board, including the Independent Trustees, reviewed the terms and conditions of the Subadvisory Agreement, including the duties and responsibilities undertaken by SunAmerica and JPMorgan as discussed above. The Board reviewed the differences in the terms of the Subadvisory Agreement as compared to the terms of the subadvisory agreement between SunAmerica and DFA with respect to the Portfolio.
Conclusions
In reaching its decision to recommend the approval of the Subadvisory Agreement, the Board did not identify any single factor as being controlling but based its recommendation on each of the factors it considered and each Trustee attributes different weight to the various factors. Based upon the materials it reviewed, the representations made to it and the considerations described above, and as part of their deliberations, the Board, including the Independent Trustees, concluded that JPMorgan possesses the capability and resources to perform the duties required of it under the Subadvisory Agreement.
Further, based upon its review of the Subadvisory Agreement, the materials provided, and the considerations described above, the Board, including the Independent Trustees, concluded that: (1) the terms of the Subadvisory Agreement are reasonable, fair and in the best interest of the Portfolio and its shareholders, and (2) the subadvisory fee rates are fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.
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Ownership of Shares
As of May 31, 2024, there were approximately 33,162,082.26 shares outstanding of the Portfolio. As of May 31, 2024, all shares of the Portfolio were owned directly by the separate accounts of American General Life Insurance Company (AGL), The United States Life Insurance Company of The City of New York (USL) and/or The Variable Annuity Life Insurance Company (VALIC) or affiliated mutual funds. The following shareholders directly owned 5% or more of the Portfolios outstanding shares as of such date:
Class |
Owner |
Shares |
Percentage | |||
Class 1 |
AGL
Allocation Portfolios
SA VCP Dynamic Allocation Portfolio
SA VCP Dynamic Strategy Portfolio |
3,007,423.17
937,675.69
4,560,430.98
2,054,525.64 |
28.26%
8.81%
42.85%
19.30% | |||
Class 2 |
AGL | 958,984.91 |
100% | |||
Class 3 |
AGL
USL |
19,166,956.72
2,171,216.16 |
88.90%
10.07% |
AGL is a stock life insurance company organized under the laws of the state of Texas and its address is 2727-A Allen Parkway, Houston, Texas 77019. USL is a stock life insurance company organized under the laws of the state of New York and its address is One World Financial Center, 200 Liberty Street, New York, New York 10281. The SA VCP Dynamic Allocation Portfolio and SA VCP Dynamic Strategy Portfolio are each a series of the Trust and their address is 21650 Oxnard Street, 10th Floor, Woodland Hills, CA 91367. The Allocation Portfolios, each a series of the Trust, consist of SA Global Index Allocation 60/40 Portfolio, SA Global Index Allocation 75/25 Portfolio, SA Global Index Allocation 90/10 Portfolio, SA Index Allocation 60/40 Portfolio, SA Index Allocation 80/20 Portfolio, SA Index Allocation 90/10 Portfolio and SA VCP Index Allocation Portfolio and their address is 21650 Oxnard Street, 10th Floor, Woodland Hills, CA 91367.
Shareholders that own of record or beneficially more than 25% of the Portfolios outstanding shares may be considered a controlling person. As of May 31, 2024, to the knowledge of the Trust, no other person beneficially or of record owned 5% or more of any class of the Portfolios outstanding shares.
The Trustees and officers of the Trust as a group owned an aggregate of less than 1% of the shares of the Portfolio as of May 31, 2024.
Brokerage Commissions
For the fiscal year ended January 31, 2024, the Portfolio did not pay any commissions to affiliated broker-dealers.
Other Service Providers
For the fiscal year ended January 31, 2024, the Portfolio paid an aggregate amount of $594,103 in account maintenance and service fees to AGL, USL and VALIC, each of which are affiliates of SunAmerica. In addition, the Portfolio paid $4,018 to VALIC Retirement Services Company (VRSCO) for transfer agency services during the period. VRSCO is also an affiliate of SunAmerica and is located at 2929 Allen Parkway, Houston, Texas 77019. Corebridge Capital Services, Inc. (CCS) distributes the Portfolios shares and incurs the expenses of distributing the Portfolios shares under a Distribution Agreement. CCS is located at 30 Hudson Street, 16th Floor, Jersey City, New Jersey 07302. SunAmerica, AGL, USL, VALIC, VRSCO and CCS are each indirect, wholly-owned subsidiaries of Corebridge.
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Shareholder Reports
Copies of the most recent annual and semi-annual reports of the Portfolio are available without charge and may be obtained by writing to the Trust at P.O. Box 15570, Amarillo, Texas 79105-5570, Attn: Annuity Service Center or by calling (800) 445-7862.
Shareholder Proposals
The Trust is not required to hold annual shareholder meetings. If a shareholder wishes to submit proposals for consideration at a future shareholder meeting, the Trust must receive the proposal a reasonable time before the solicitation is to be made. Written proposals should be sent to Kathleen D. Fuentes, Esq., Secretary of SunAmerica Series Trust, 30 Hudson Street, 16th Floor, Jersey City, New Jersey 07302.
By Order of the Board of Trustees, |
/s/ Gregory Kingston |
Gregory R. Kingston Treasurer and Principal Financial and Accounting Officer SunAmerica Series Trust |
Dated: June 27, 2024
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Exhibit A
AMENDMENT NO. 10
TO THE
SUBADVISORY AGREEMENT
This AMENDMENT NO. 10 TO THE SUBADVISORY AGREEMENT (the Amendment) is dated as of April 29, 2024 by and between SUNAMERICA ASSET MANAGEMENT, LLC (formerly, SunAmerica Asset Management Corp.), a Delaware limited liability company (the Adviser), and J.P. MORGAN INVESTMENT MANAGEMENT INC., a Delaware corporation (the Subadviser).
W I T N E S S E T H:
WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts business trust (the Trust), have entered into an Investment Advisory and Management Agreement dated as of January 1, 1999, as amended from time to time (the Advisory Agreement), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement;
WHEREAS, the Adviser and the Subadviser are parties to a Subadvisory Agreement dated November 1, 2005, as amended from time to time (the Subadvisory Agreement), pursuant to which the Subadviser furnishes investment advisory services to certain series (the Portfolios) of the Trust, as listed on Schedule A of the Subadvisory Agreement;
WHEREAS, the Board of Trustees of the Trust, including a majority of trustees who are not interested persons of the Trust as defined in the Investment Company Act of 1940, as amended (the 1940 Act), has approved this Amendment with respect to the SA JPMorgan Ultra Short Bond Portfolio (formerly, SA DFA Ultra Short Bond Portfolio) (the New Portfolio);
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. | Schedule A to the Subadvisory Agreement is hereby replaced with Schedule A attached hereto. |
2. | Term. The Subadvisory Agreement shall become effective as to the New Portfolio on the date set forth on Schedule A and shall continue in effect for two years from its effective date unless sooner terminated in accordance with the terms of the Subadvisory Agreement. |
3. | Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. |
4. | Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants, and conditions of the Subadvisory Agreement shall remain unchanged and shall continue to be in full force and effect. |
5. | Miscellaneous. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Subadvisory Agreement. |
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have caused their respective duly authorized officers to execute this Amendment as of the date first above written.
SUNAMERICA ASSET MANAGEMENT, LLC | ||||
By: | /s/ John Genoy |
|||
Name: | John Genoy | |||
Title: | President | |||
J.P. MORGAN INVESTMENT MANAGEMENT INC. | ||||
By: | /s/ Bootsie Beeks |
|||
Name: | Bootsie Beeks | |||
Title: | Vice President |
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SCHEDULE A
Effective April 29, 2024
Portfolio(s) | Annual Fee (as a percentage of the average daily net assets the Subadviser manages in the portfolio) |
|
SA JPMorgan Global Equities Portfolio
|
[Omitted] | |
SA JPMorgan Diversified Balanced Portfolio
|
[Omitted] | |
SA JPMorgan Mid-Cap Growth Portfolio
|
[Omitted] | |
SA JPMorgan Equity-Income Portfolio
|
[Omitted] | |
SA JPMorgan Emerging Markets Portfolio
|
[Omitted] | |
SA JPMorgan MFS Core Bond Portfolio (f/k/a Total Return Bond Portfolio) (Tax ID No. 22-6640287)
|
[Omitted] | |
SA JPMorgan Large Cap Core Portfolio
|
[Omitted] | |
SA JPMorgan Ultra-Short Bond Portfolio (Tax ID No. 13-7002445)
|
[Omitted] |
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SUNAMERICA SERIES TRUST
P.O. Box 15570
Amarillo, Texas 79105-5570
SA JPMorgan Ultra-Short Bond Portfolio (formerly, the SA DFA Ultra Short Bond Portfolio)
(the Portfolio)
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF
INFORMATION STATEMENT
(the Notice)
The Information Statement referenced in this Notice is available at
CorebridgeFinancial.com/InformationStatements
This Notice is to inform you that an information statement (the Information Statement) regarding the approval of a new subadvisory agreement is now available at the website referenced above. The Portfolio is a series of SunAmerica Series Trust (the Trust). Please note that this Notice is only intended to provide an overview of the matter covered in the Information Statement. We encourage you to access our website to review a complete copy of the Information Statement, which contains important information about the new subadvisory agreement.
As discussed in the Information Statement, on December 6, 2023, the Board of Trustees (the Board) of the Trust, including a majority of the trustees who are not interested persons of the Trust, as defined in the Investment Company Act of 1940, as amended, approved a Subadvisory Agreement (the Subadvisory Agreement) between SunAmerica Asset Management, LLC (SunAmerica), the Portfolios investment adviser, and J.P. Morgan Investment Management Inc. (JPMorgan) with respect to the Portfolio. The new Subadvisory Agreement became effective on April 29, 2024. There is no change in the advisory fees paid by the Portfolio under the Subadvisory Agreement.
The Trust has received an exemptive order from the U.S. Securities and Exchange Commission which allows SunAmerica, subject to certain conditions, to select new subadvisers, replace existing subadvisers, or to make changes to existing subadvisory agreements without first calling a shareholder meeting and obtaining shareholder approval. As required by this exemptive order, a fund is required to provide information to shareholders about a new subadviser or change in an existing subadvisory agreement within 60 days of the hiring of any new subadviser or change in any existing subadvisory agreement. This Information Statement is being provided to you to satisfy this requirement.
This Notice is being mailed on or about June 28, 2024, to all participants in a contract who were invested in the Portfolio as of the close of business on April 29, 2024. A copy of the Information Statement will remain on Corebridge Financial, Inc.s website until at least June 28, 2025, and contract owners can request a complete copy of the Information Statement until such time.
You can obtain a paper copy of the complete Information Statement, without charge, by writing the Trust at P.O. Box 15570, Amarillo, Texas 79105-5570, Attn: Annuity Service Center or by calling (800) 445-7862. You can request a complete copy of the Information Statement until June 28, 2025. To ensure prompt delivery, you should make your request no later than such date. Please note that you will not receive a paper copy unless you request it.
This Notice and the Information Statement are for your information only and you are not required to take any action.