Form 485BPOS SEASONS SERIES TRUST
As filed with the Securities and Exchange Commission on June 11, 2025
Securities Act File No. 333-283867
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 1
(Check appropriate box or boxes)
SEASONS SERIES TRUST
(Exact Name of Registrant as Specified in the Charter)
21650 Oxnard Street, 10th Floor
Woodland Hills, California 91367
(Address of Principal Executive Offices)
Telephone Number: (800) 858-8850
(Area Code and Telephone Number)
Kathleen D. Fuentes, Esq.
SunAmerica Asset Management, LLC
30 Hudson Street, 16th Floor
Jersey City, NJ 07302
(Name and Address of Agent for Service)
Copies to:
Margery K. Neale, Esq.
Elliot J. Gluck, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b) of Rule 485.
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.
EXPLANATORY NOTE
This Amendment is being filed in order to add Exhibit 12 to this Registration Statement.
PART C
Item 15. Indemnification.
Section 9.5 of the Registrants Declaration of Trust relating to the indemnification of officers and trustees is quoted below:
Section 9.5. Indemnification and Advancement of Expenses. Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a Person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words claim, action, suit or proceeding shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words liability and expenses shall include without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
Item 16. Exhibits
| (1) | Amended and Restated Declaration of Trust dated April 27, 2022. Incorporated herein by reference to Post-Effective Amendment No. 58 to the Registrants Registration Statement on Form N-1A (File No. 333-08653) filed on July 27, 2022 (Post-Effective Amendment No. 58). | |||
| (2) | Amended and Restated By-Laws dated April 27, 2022. Incorporated herein by reference to Post-Effective Amendment No. 58. | |||
| (3) | None. | |||
| (4) | Form of Agreement and Plan of Reorganization (included as Appendix B to the Combined Information Statement/Prospectus included in this Registration Statement). | |||
| (5) | None. | |||
C-1
C-2
C-3
C-4
C-5
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement on Form N-14 pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City and the State of New Jersey, on the 11th day of June 2025.
| SEASONS SERIES TRUST | ||
| By: | /s/ John T. Genoy | |
| John T. Genoy | ||
| President | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
| /s/ John T. Genoy John T. Genoy |
President (Principal Executive Officer) | June 11, 2025 | ||||
| /s/ Gregory R. Kingston Gregory R. Kingston |
Treasurer (Principal Financial and Accounting Officer) | June 11, 2025 | ||||
| * Bruce G. Willison |
Trustee and Chairman | June 11, 2025 | ||||
| * Tracey C. Doi |
Trustee | June 11, 2025 | ||||
| * Jane Jelenko |
Trustee | June 11, 2025 | ||||
| * Christianne Kerns |
Trustee | June 11, 2025 | ||||
| * Charles H. Self III |
Trustee | June 11, 2025 | ||||
| * Martha Willis |
Trustee | June 11, 2025 | ||||
| *By: | /s/ Edward J. Gizzi | June 11, 2025 | ||||
| Edward J. Gizzi Attorney-in-Fact | ||||||
| * | Pursuant to a Power of Attorney. |
SCHEDULE OF EXHIBITS TO FORM N-14
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- AutoStore Expands Global Momentum with Australia and New Zealand Milestone
- HYCU® Positioned as a Visionary in the 2026 Gartner® Magic Quadrant™ for Backup and Data Protection Platforms for Fifth Consecutive Year
- Central Arizona Irrigation and Drainage District Secures Up to 10,000 Acre-Feet Per Year of New Water Supply from Mojave Groundwater Bank
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!



Tweet
Share