SunAmerica Series Trust
P. O. Box 54299
Los Angeles, California 90054-0299
To the Contractholders:
You previously received a Notice of Meeting,
Proxy Statement, in certain cases, a Supplement
to Proxy Statement, and a voting instructions
card relating to a Special Meeting of Shareholders
of SunAmerica Series Trust (the "Trust"), which was
scheduled to be held on March 21, 1997. Please be
advised that in order to give contractholders more
time to review the Proxy Statement, the Special
Meeting has been adjourned until 10:00 am, Eastern
time, April 8, 1997, at the same location.
As described in the Proxy Statement, the Special
Meeting was called for several purposes. A
number of contractholders have asked questions
about certain of the proposals. To assist you
in deciding how to cast your vote, we have
provided you with the most commonly asked
questions and our answers.
Q: WHAT IS THE PURPOSE OF THE PROXY SOLICITATION?
A: The purpose of the proxy is to ask you
to vote on up to six issues:
- - to elect five Trustees;
- - to approve changes to the Trust's fundamental
investment restrictions;
- - for Provident Growth Portfolio, to approve a
new subadvisory agreement with Putnam Investment
Management, Inc. and an amendment to the advisory
agreement with SunAmerica Asset Management Corp.
("SAAMCo");
- - for Venture Value Portfolio, to approve an
amendment to the subadvisory agreement with
Davis Selected Advisers, L.P.;
- - to approve a proposal to permit SAAMCo to
enter into new or amended contracts with
subadvisers without obtaining shareholder
approval; and
- - to ratify the selection of the Trust's
independent accountants for the current fiscal
year.
Q: WHAT ARE "FUNDAMENTAL" INVESTMENT
RESTRICTIONS, AND WHY ARE THEY BEING CHANGED?
A: "Fundamental" investment restrictions are
limitations placed on each Portfolio's
investment policies that can be changed
only by a shareholder vote -- even if the
changes are minor. The law requires that
certain investment policies be designated as
fundamental. The Trust adopted a number of
fundamental policies either when it or a
particular Portfolio was created or at a later
date, and some of those fundamental restrictions
reflect regulatory, business or industry
conditions, practices or requirements that are
no longer in effect. Others reflect regulatory
requirements that, while still in effect, do not
need to be classified as fundamental restrictions.
The Trustees believe that certain fundamental
investment restrictions that are not legally
required should be made non-fundamental, and
that other fundamental restrictions should be
modernized. The Trustees believe that the
proposed changes to the fundamental investment
restrictions will provide greater flexibility.
Q: DO THE PROPOSED CHANGES TO FUNDAMENTAL
INVESTMENT RESTRICTIONS MEAN THAT MY PORTFOLIO'S
INVESTMENT OBJECTIVE IS BEING CHANGED?
A: None of the proposals would change the
investment objective of any Portfolio of the
Trust. Such a change would require shareholder
approval.
Q: WHAT WILL BE THE EFFECT OF THE PROPOSED
CHANGES TO MY PORTFOLIO'S FUNDAMENTAL
RESTRICTIONS?
A: The Trustees do not believe that the proposed
changes to fundamental investment restrictions
will result at this time in a major restructuring
of any Portfolio's investment portfolio. The
changes will allow each applicable Portfolio
greater flexibility to respond to investment
opportunities. By making certain investment
policies and restrictions non-fundamental, the
Trustees may make changes in the future that
they consider desirable without the necessity
of a shareholder vote and without incurring
additional expenses. A shareholder vote is not
necessary for changes to non-fundamental investment
policies or restrictions.
We encourage you to read carefully the Proxy
Statement, as supplemented. If you have not yet
voted, we urge you to exercise the right to give
voting instructions with respect to the Special
Meeting. For your convenience, we have
enclosed a new voting instructions card.
Please fill in, date and sign the enclosed
voting instructions card and return it in the
return envelope provided. Any voting
instructions previously given may be revoked by
a written instrument received by the Secretary
of the Trust at any time before they are
exercised, by the delivery of a later-dated
voting instructions card or by attendance at
the Special Meeting and voting in person.
If you require another copy of the Proxy
Statement, as supplemented, relating to the
Special Meeting, please call the Trust at
1-800-445-7862.
Thank you for your attention to this matter
and for your continuing investment in the Trust.
Very truly yours,
Robert M. Zakem
Assistant Secretary
