SunAmerica Series Trust
Supplement to the Prospectus dated April 1, 1998
On August 19, 1998, SunAmerica Inc. ("SunAmerica") entered into
an agreement with American International Group, Inc. ("AIG").
Under the terms of the agreement, SunAmerica Inc. will merge with
and into AIG, and consequently, SunAmerica Asset Management Corp.
("SAAMCo"), which acts as investment adviser of SunAmerica Series
Trust (the "Trust"), will become a subsidiary of AIG. SAAMCo
will not change its name and no organizational changes are
currently planned which would affect services provided to the
Trust. As a result of the merger, contract owners of record as
of October 30, 1998 are being asked to submit voting instructions
for the approval of a new investment advisory and management
agreement with SAAMCo, to take effect upon consummation of the
merger, as well as certain other matters. The new agreement will
be identical to the current agreement in all respects except for
its effective date, termination date and as otherwise provided
below. The merger transaction is expected to be consummated in
late 1998 or early 1999.
At a meeting held on October 15, 1998, the Board of Trustees
approved the replacement of Phoenix Investment Counsel, Inc. with
Massachusetts Financial Services Company ("MFS") as subadviser to
the Balanced/Phoenix Investment Counsel and the Growth/Phoenix
Investment Counsel Portfolios of the Trust. The respective
Portfolios will be renamed the MFS Total Return Portfolio and MFS
Growth and Income Portfolio. Contract owners of record as of
October 30, 1998 are being asked to submit voting instructions
for the approval of a new subadvisory agreement between SAAMCo
and MFS together with a fee schedule reflecting an increase in
the subadvisory fee paid by SAAMCo to MFS, as well as a new
investment advisory and management agreement with SAAMCo and
corresponding fee schedule reflecting an increase in the advisory
fee paid by the Portfolios. MFS is expected to assume management
of the Portfolios on or about January 4, 1999.
At the October 15, 1998 Board meeting, the Board also approved an
increase in the subadvisory fee paid to Alliance Capital
Management L.P. ("Alliance") by SAAMCo with respect to the
Alliance Growth Portfolio, and a corresponding increase in the
advisory fee payable to SAAMCo so that the amount of the advisory
fee retained by SAAMCo would not be reduced to fund the Alliance
increase. Contract owners of record as of October 30, 1998 are
being asked to submit voting instructions for the approval of an
amendment to the investment advisory and management agreement
between SAAMCo and the Trust, on behalf of the Alliance Growth
Portfolio, and an amendment to the subadvisory agreement between
SAAMCo and Alliance, to eliminate the last two breakpoints on the
existing advisory and subadvisory fee schedules. Shareholder
approval is expected to be obtained by the end of December.
Dated: November 3, 1998
