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As filed with the Securities and Exchange Commission on January 12, 1999
File Nos. 333-8653 and 811-07725
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Pre-Effective Amendment No. / /
POST-EFFECTIVE AMENDMENT NO. 4 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 6 /X/
(Check appropriate box or boxes)
SEASONS SERIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
1 SunAmerica Center
Los Angeles, CA 90067-6022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 858-8850
Robert M. Zakem, Esq.
Senior Vice President and General Counsel
The SunAmerica Center
SunAmerica Asset Management Corp.
733 Third Avenue - 3rd Floor
New York, NY 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Susan L. Harris, Esq. Margery K. Neale, Esq.
SunAmerica Inc. Swidler Berlin Shereff Friedman, LLP
1 SunAmerica Center 919 Third Avenue
Los Angeles, CA 90067-6022 New York, New York 10022
Approximate date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes
effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ on January 29, 1999 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a) of Rule 485
/ / on (date) pursuant to paragraph (a) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
/X/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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This Registration Statement incorporates by reference the Prospectus and
Statement of Additional Information as contained in Post-Effective Amendment
No. 3 to Registrant's Registration Statement under the Securities Act of 1933 on
Form N-1A filed on November 2, 1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits:
(a) Declaration of Trust. Incorporated herein by reference to the
Registrant's Registration Statement on Form N-1A (File No. 333-8653)
filed on July 22, 1996.
(b) By-Laws. Incorporated herein by reference to the Registrant's
Registration Statement on Form N-1A (File No. 333-8653) filed on July
22, 1996.
(c) Inapplicable.
(d)(i) Investment Advisory and Management Agreement. Incorporated herein by
reference to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A (File No. 333-8653) filed on
February 11, 1997.
(d)(ii) Sub-Advisory Agreements. Incorporated herein by reference to
Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-1A (File No. 333-8653) filed on February 11, 1997.
(e) Inapplicable.
(f) Inapplicable.
(g) Custodian Contract. Incorporated herein by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on Form
N-1A (File No. 333-8653) filed on April 1, 1997.
(h) Fund Participation Agreement between Registrant and Anchor National
Life Insurance Company, on behalf of itself and Variable Annuity
Account Five. Incorporated herein by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on Form
N-1A (File No. 333-8653) filed on April 1, 1997.
(i) Opinion and Consent of Counsel. Incorporated herein by reference to
Pre-Effective Amendment No. 1 to the Registrant's.
(j) Consent of Independent Accountants, to be filed by amendment.
(k) Inapplicable.
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(l) Inapplicable.
(m) Inapplicable.
(n) Financial Data Schedules, to be filed by amendment.
(o)(i) Inapplicable.
(ii) Powers of Attorney. Incorporated herein by reference to
Pre-Effective Amendment No. 2, filed April 1, 1997.
(iii) Power of Attorney for Monica C. Lozano, to be filed by amendment.
Item 24. Persons Controlled by or under Common Control with Registrant.
There are no persons controlled by or under common control with
Registrant.
Item 25. Indemnification.
Article VI of the Registrant's By-Laws relating to the indemnification of
officers and trustees is quoted below:
ARTICLE VI
INDEMNIFICATION
The Trust shall provide any indemnification required by applicable law and
shall indemnify trustees, officers, agents and employees as follows:
(a) The Trust shall indemnify any Trustee or officer of the Trust who was or is
a party or is threatened to be made a party of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the Trust) by reason of
the fact that such Person is or was such Trustee or officer or an employee or
agent of the Trust, or is or was serving at the request of the Trust as a
director, officer, employee or agent of another corporation, partnership, joint
venture, Trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such Person in connection with such action, suit or proceeding,
provided such Person acted in good faith and in a manner such Person reasonably
believed to be in or not opposed to the best interests of the Trust, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such Person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Person did not reasonably believe his or her actions to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such Person's conduct was
unlawful.
(b) The Trust shall indemnify any Trustee or officer of the Trust who was or is
a party or is
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threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that such Person is or was such Trustee or officer or an
employee or agent of the Trust, or is or was serving at the request of the Trust
as a Trustee, officer, employee or agent of another corporation, partnership,
joint venture, Trust or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by such Person in connection with the
defense or settlement of such action or suit if such Person acted in good faith
and in a manner such Person reasonably believed to be in or not opposed to the
best interests of the Trust, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such Person shall have been
adjudged to be liable for negligence or misconduct in the performance of such
Person's duty to the Trust unless and only to the extent that the court in which
such action or suit was brought, or any other court having jurisdiction in the
premises, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such Person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(c) To the extent that a Trustee or officer of the Trust has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in subparagraphs (a) or (b) above or in defense of any claim, issue or matter
therein, such Person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such Person in connection therewith,
without the necessity for the determination as to the standard of conduct as
provided in subparagraph (d).
(d) Any indemnification under subparagraph (a) or (b) (unless ordered by a
court) shall be made by the Trust only as authorized in the specific case upon a
determination that indemnification of the Trustee or officer is proper in view
of the standard of conduct set forth in subparagraph (a) or (b). Such
determination shall be made (i) by the Board by a majority vote of a quorum
consisting of Trustees who were disinterested and not parties to such action,
suit or proceedings, or (ii) if such a quorum of disinterested Trustees so
directs, by independent legal counsel in a written opinion, and any
determination so made shall be conclusive and binding upon all parties.
(e) Expenses incurred in defending a civil or criminal action, writ or
proceeding may be paid by the Trust in advance of the final disposition of such
action, suit or proceeding, as authorized in the particular case, upon receipt
of an undertaking by or on behalf of the Trustee or officer to repay such
amount unless it shall ultimately be determined that such Person is entitled to
be indemnified by the Trust as authorized herein. Such determination must be
made by disinterested Trustees or independent legal counsel. Prior to any
payment being made pursuant to this paragraph, a majority of quorum of
disinterested, non-party Trustees of the Trust, or an independent legal counsel
in a written opinion, shall determine, based on a review of readily available
facts that there is reason to believe that the indemnitee ultimately will be
found entitled to indemnification.
(f) Agents and employees of the Trust who are not Trustees or officers of the
Trust may be
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indemnified under the same standards and procedures set forth above, in the
discretion of the Board.
(g) Any indemnification pursuant to this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled and shall
continue as to a Person who has ceased to be a Trustee or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
Person.
(h) Nothing in the Declaration or in these By-Laws shall be deemed to
protect any Trustee or officer of the Trust against any liability to the
Trust or to its Shareholders to which such Person would otherwise be subject
by reason of willful malfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Person's office.
(i) The Trust shall have power to purchase and maintain insurance on behalf of
any Person against any liability asserted against or incurred by such Person,
whether or not the Trust would have the power to indemnify such Person against
such liability under the provisions of this Article. Nevertheless, insurance
will not be purchased or maintained by the Trust if the purchase or maintenance
of such insurance would result in the indemnification of any Person in
contravention of any rule or regulation and/or interpretation of the Securities
and Exchange Commission.
* * * * * * * * * * * * * * *
The Investment Advisory and Management Agreement provides that in absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties involved in the conduct of office on the part of the
Adviser (and its officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the Adviser) the
Adviser shall not be subject to liability to the Trust or to any shareholder of
the Trust or to any other person for any act or omission in the course of, or
connected with, rendering services, including without limitation, any error of
judgment or mistake or law or for any loss suffered by any of them in connection
with the matters to which each Agreement relates, except to the extent specified
in Section 36(b) of the Investment Company Act of 1940 concerning loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services.
Certain of the Subadvisory Agreements provide for similar indemnification of the
Subadviser by the Adviser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
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in the Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 26. Business And Other Connections of Adviser.
SunAmerica Asset Management Corp. ("SunAmerica"), the Adviser of the Trust, is
primarily in the business of providing investment management, advisory and
administrative services. Reference is made to the most recent Form ADV and
schedules thereto of SunAmerica on file with the Commission
(File No. 801-19813) for a description of the names and employment of the
directors and officers of SunAmerica and other required information.
Bankers Trust Company, Goldman Sachs Asset Management, Janus Capital
Corporation, Lord, Abbett & Co., Putnam Investment Management, Inc., T. Rowe
Price Associates, Inc., and Wellington Management Company, the Subadvisers of
certain of the Portfolios of the Trust, are primarily engaged in the business of
rendering investment advisory services. Reference is made to the most recent
Form ADV and schedules thereto on file with the Commission for a description of
the names and employment of the directors and officers of Bankers Trust
Company, Goldman Sachs Asset Management, Janus Capital Corporation, Lord, Abbett
& Co., Putnam Investment Management, Inc., T. Rowe Price Associates, Inc., and
Wellington Management Company, and other required information:
FILE NO.
Goldman Sachs Asset Management 801-16048
Goldman Sachs Asset Management 801-38157
International
Janus Capital Corporation 801-3991
Lord, Abbett & Co. 801-6997
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T. Rowe Price Associates, Inc. 801-856
Putnam Investment Management, Inc. 801-7974
Wellington Management Company 801-15908
Reference is made to Post-Effective Amendment No. 26 to BT Investment Funds'
Registration Statement on Form N-1A (File No. 33-07404) filed on October 26,
1998 for a description of the names and employment of the directors and
officers of Bankers Trust Company.
Item 27. Principal Underwriters.
There is no Principal Underwriter for the Registrant.
Item 28. Location of Accounts and Records.
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, acts as custodian, transfer agent and dividend paying agent. It
maintains books, records and accounts pursuant to the instructions of the Trust.
Bankers Trust Company has principal offices at 130 Liberty Street (One
Bankers Trust Plaza), New York, New York 10006.
Goldman Sachs Asset Management is located at 85 Broad Street, 12th Floor, New
York, New York 10004.
Goldman Sachs Asset Management International is located at Peterborough
Court, 133 Fleet Street, London EC4A 2BB, England.
Janus Capital Corporation is located at 100 Fillmore Street, Suite 300, Denver,
Colorado 80296-4923.
Lord, Abbett & Co. is located in the General Motors Building, at 767 Fifth
Avenue, New York, New York 10153.
Putnam Investment Management, Inc. is located at One Post Office Square, Boston,
Massachusetts 02109.
SunAmerica Asset Management Corp., is located at The SunAmerica Center, 733
Third Avenue, New York, New York 10017-3204.
T. Rowe Price Associates, Inc. is located at 100 East Pratt Street, Baltimore,
Maryland 21202.
Wellington Management Company, LLP is located at 75 State Street, Boston,
Massachusetts 02109.
Each of the Adviser and Subadvisers maintain the books, accounts and records
required to be maintained pursuant to Section 31(a) of the Investment Company
Act of 1940 and the rules promulgated thereunder.
Item 29. Management Services.
Inapplicable.
Item 30. Undertakings
Inapplicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of the Post-Effective
Amendment No. 4 to the Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933, as amended, and has duly caused the Post-Effective
Amendment No. 4 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, and
State of New York, on the 12th day of January, 1999.
SEASONS SERIES TRUST
By: /s/ Peter C. Sutton
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Peter C. Sutton
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Post-Effective Amendment No. 4 to Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated:
* Trustee, Chairman and January 12, 1999
-------------------------- President
James K. Hunt (Principal Executive
Officer)
* Treasurer and Controller January 12, 1999
--------------------------- (Principal Financial and
Scott L. Robinson Accounting Officer)
* Trustee January 12, 1999
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Allan L. Sher
* Trustee January 12, 1999
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William M. Wardlaw
*By: /s/ Robert M. Zakem January 12, 1999
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Robert M. Zakem,
Attorney-in-Fact
