As filed with the Securities and Exchange Commission on July 29, 2026

Securities Act File No. 333-  

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

 

 

Registration Statement

under

Securities Act of 1933, as amended

Pre-Effective Amendment No. __

 

 

SEASONS SERIES TRUST

(Exact Name of Registrant as Specified in the Charter)

 

 

5300 Memorial Drive

Suite 1150, Houston, Texas 77007

(Address of Principal Executive Offices)

Telephone Number: (800) 858-8850

(Area Code and Telephone Number)

Kristina Magolis, Esq.

SunAmerica Asset Management, LLC

One World Trade Center, Suite J, 49th Floor

New York, NY 10007

(Name and Address of Agent for Service)

 

 

copies to

David W. Freese

Morgan, Lewis & Bockius LLP

2222 Market Street

Philadelphia, Pennsylvania 19103

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.

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.

It is proposed that this filing will become effective August 28, 2026, pursuant to Rule 488 under the Securities Act of 1933.

 

GUARDIAN VARIABLE PRODUCTS TRUST

Guardian Equity Income VIP Fund

Guardian Integrated Research VIP Fund

Guardian All Cap Core VIP Fund

Guardian Strategic Large Cap Core VIP Fund

Guardian Diversified Research VIP Fund

Guardian International Equity VIP Fund

Guardian Balanced Allocation VIP Fund

Guardian Total Return Bond VIP Fund

Guardian Core Plus Fixed Income VIP Fund

Guardian Large Cap Fundamental Growth VIP Fund

Guardian Small Cap Value Diversified VIP Fund

Guardian Multi-Sector Bond VIP Fund

Guardian Short Duration Bond VIP Fund

Guardian Growth & Income VIP Fund

Guardian Large Cap Disciplined Value VIP Fund

Guardian International Growth VIP Fund

Guardian Global Utilities VIP Fund

Guardian Large Cap Disciplined Growth VIP Fund

Guardian Core Fixed Income VIP Fund

Guardian U.S. Government/Credit VIP Fund

Guardian Small-Mid Cap Core VIP Fund

Guardian Select Mid Cap Core VIP Fund

Guardian Mid Cap Relative Value VIP Fund

Guardian Mid Cap Traditional Growth VIP Fund

10 Hudson Yards

New York, NY 10001

(212-598-8000)

[ ], 2026

Dear Contract Owner:

You are receiving the enclosed Combined Prospectus/Proxy Statement because you were the owner of a variable annuity contract or variable life insurance policy (each, a “Variable Contract”) issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”), and some or all of your Variable Contract value was allocated to one or more of the following funds as of the close of business on [August 17, 2026]: the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and/or Guardian Mid Cap Traditional Growth VIP Fund, each a series of Guardian Variable Products Trust (“GVPT”) (each, a “Target Portfolio” and, collectively, the “Target Portfolios”). Although you are not directly a shareholder of any Target Portfolio, as the owner of a Variable Contract issued by GIAC, you have the right to instruct GIAC how to vote shares of the Target Portfolio(s) that are attributable to your Variable Contract at a joint special meeting of shareholders to be held on [November 13, 2026] (with any postponements or adjournments thereof, the “Special Meeting”).

The Special Meeting will be held via teleconference on [Friday, November 13, 2026], at [ ] [a.m./p.m.] Eastern time, to vote on the proposals described in the Combined Prospectus/Proxy Statement.

 

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We are asking for your vote to approve a proposed reorganization of your Target Portfolio into a corresponding mutual fund advised by SunAmerica Asset Management, LLC (“SunAmerica”), each a series of SunAmerica Series Trust (“SAST”) or Seasons Series Trust (“SST”), as applicable, as set out in the following table under the heading “Acquiring Portfolios” (each, an “Acquiring Portfolio” and, collectively, the “Acquiring Portfolios” and together with the Target Portfolios, the “Portfolios” and each, a “Portfolio”).

In a reorganization, your Target Portfolio shares would be exchanged for Class 1 or Class 3 shares, as applicable, of the corresponding Acquiring Portfolio with the same aggregate net asset value of the Target Portfolio shares that you held immediately prior to the closing of the reorganization. Shareholders of each Target Portfolio other than Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund will receive Class 3 shares of the corresponding Acquiring Portfolio in connection with the applicable reorganization. Shareholders of each of the Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund will receive Class 1 shares of the corresponding Acquiring Portfolio in connection with the applicable reorganization. As long as the Variable Contracts funded through the separate accounts of GIAC qualify as “variable contracts” under Section 817(d) of the Internal Revenue Code of 1986, as amended, none of the Reorganizations will be a taxable event for U.S. federal income tax purposes with respect to Contract Owners whose Variable Contract values are determined by investment in shares of the Target Portfolios, regardless of the tax status of the applicable Reorganization.

 

Target Portfolio		Acquiring Portfolio
Guardian Equity Income VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Value Portfolio, a series of SAST
Guardian Integrated Research VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian All Cap Core VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian Strategic Large Cap Core VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian Diversified Research VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian International Equity VIP Fund, a series of GVPT		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio), a series of SAST
Guardian Balanced Allocation VIP Fund, a series of GVPT		SA Index Allocation 60/40 Portfolio, a series of SAST
Guardian Total Return Bond VIP Fund, a series of GVPT		SA JPMorgan MFS Core Bond Portfolio, a series of SAST
Guardian Core Plus Fixed Income VIP Fund, a series of GVPT		SA JPMorgan MFS Core Bond Portfolio, a series of SAST
Guardian Large Cap Fundamental Growth VIP Fund, a series of GVPT		SA MFS Large Cap Growth Portfolio, a series of SAST
Guardian Small Cap Value Diversified VIP Fund, a series of GVPT		SA Franklin Small Company Value Portfolio, a series of SAST
Guardian Multi-Sector Bond VIP Fund, a series of GVPT		SA Multi-Managed Diversified Fixed Income Portfolio, a series of SST
Guardian Short Duration Bond VIP Fund, a series of GVPT		SA JPMorgan Ultra-Short Bond Portfolio, a series of SAST

 

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Target Portfolio		Acquiring Portfolio
Guardian Growth & Income VIP Fund, a series of GVPT		SA Franklin BW U.S. Large Cap Value Portfolio, a series of SAST
Guardian Large Cap Disciplined Value VIP Fund, a series of GVPT		SA Franklin BW U.S. Large Cap Value Portfolio, a series of SAST
Guardian International Growth VIP Fund, a series of GVPT		SA Fidelity Institutional AM International Growth Portfolio, a series of SAST
Guardian Global Utilities VIP Fund, a series of GVPT		SA Large Cap Value Index Portfolio, a series of SAST
Guardian Large Cap Disciplined Growth VIP Fund, a series of GVPT		SA Franklin Large Cap Disciplined Growth Portfolio, a newly created series of SAST
Guardian Core Fixed Income VIP Fund, a series of GVPT		SA Franklin Core Fixed Income Portfolio, a newly created series of SAST
Guardian U.S. Government/Credit VIP Fund, a series of GVPT		SA Franklin Core Fixed Income Portfolio, a newly created series of SAST
Guardian Small-Mid Cap Core VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST
Guardian Select Mid Cap Core VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST
Guardian Mid Cap Relative Value VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST
Guardian Mid Cap Traditional Growth VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST

Park Avenue Institutional Advisers LLC (“Park Avenue”), the investment manager to each Target Portfolio, believes that shareholders of each Target Portfolio will benefit from each reorganization due to SunAmerica’s focus on in-force variable annuity blocks of business, which is the product through which the vast majority of shareholders are invested in one or more Target Portfolios, as well as moving to an Acquiring Portfolio that is expected to have the same or lower total annual fund operating expenses after fee waiver and/or expense reimbursement (i.e., on a net basis) following the applicable reorganization, after excluding expenses due to estimated acquired fund fees and expenses and interest expenses. Park Avenue further believes that each Acquiring Portfolio’s investment objective and strategies make it a compatible fund within the SunAmerica complex for a reorganization with its corresponding Target Portfolio.

At a meeting of the Board of Trustees of GVPT (the “Board”) held on July 9, 2026, Park Avenue recommended that the Board consider and approve each proposed reorganization. The Board has determined that the proposed reorganization of each Target Portfolio with its corresponding Acquiring Portfolio is in the best interests of the Target Portfolio and the interests of the Target Portfolio’s existing shareholders will not be diluted as a result of the reorganization, and the Boards of Trustees of SAST and SST have determined that each proposed reorganization is in the best interests of the relevant Acquiring Portfolio and the interests of the Acquiring Portfolio’s existing shareholders will not be diluted as a result of each reorganization. If the reorganizations are approved by shareholders, they are expected to take effect during the fourth quarter of 2026. Included in this booklet is information about the upcoming Special Meeting:

 

•

A Notice of a Special Meeting, which summarizes the matter on which you are being asked to vote; and

 

•

The Combined Prospectus/Proxy Statement, which provides information on the applicable Acquiring Portfolio, the specific proposal relating to your Target Portfolio being considered at the Special Meeting, and why the proposal is being made.

 

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Your Board recommends that you vote “FOR” each of the Proposals.

A “Questions and Answers” section is attached to assist you in evaluating each of the Proposals. We encourage you to review the enclosed materials carefully. You may vote prior to the Special Meeting in one of the following ways:

 

•

By calling us toll-free at the telephone number listed on the enclosed proxy card or voting instruction card;

 

•

By Internet at the website address listed on the enclosed proxy card or voting instruction card; or

 

•

By returning the enclosed proxy card or voting instruction card in the postage-paid envelope.

You may also vote during the Special Meeting by following the instructions that will be available on the Special Meeting website during the Special Meeting.

As always, we appreciate your support.

 

Please vote now. Your vote is important.

To avoid the wasteful and unnecessary expense of further solicitation, we urge you to promptly indicate your vote on the enclosed proxy card or voting instruction card, date, and sign it and return it in the envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If you submit a properly executed proxy card or voting instruction card but do not indicate how you wish your shares to be voted, your shares will be voted “FOR” the applicable reorganization.

 

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QUESTIONS & ANSWERS

We recommend that you read the complete Combined Prospectus/Proxy Statement. For your convenience, a brief overview of the issue(s) to be voted on is provided below.

 

Q:	Why is a shareholder meeting being held?

 

A:

You are being asked to approve an agreement and plan of reorganization (the “Reorganization Agreement”) between Guardian Variable Products Trust (“GVPT” or the “Trust”), on behalf of the applicable series set out in the following table under the heading “Target Portfolios” (each, a “Target Portfolio” and collectively, the “Target Portfolios”), SunAmerica Series Trust (“SAST”) and Seasons Series Trust (“SST”), on behalf of a corresponding series of SAST or SST, as applicable, set out in the following table under the heading “Acquiring Portfolios” (each, an “Acquiring Portfolio” and collectively, the “Acquiring Portfolios” and together with the Target Portfolios, the “Portfolios” and each, a “Portfolio”), Park Avenue Institutional Advisers LLC (“Park Avenue”), SunAmerica Asset Management, LLC (“SunAmerica”), and The Guardian Insurance & Annuity Company, Inc. (“GIAC”).

 

Target Portfolio		Acquiring Portfolio
Guardian Equity Income VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Value Portfolio, a series of SAST
Guardian Integrated Research VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian All Cap Core VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian Strategic Large Cap Core VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian Diversified Research VIP Fund, a series of GVPT		SA Franklin Systematic U.S. Large Cap Core Portfolio, a series of SAST
Guardian International Equity VIP Fund, a series of GVPT		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio), a series of SAST
Guardian Balanced Allocation VIP Fund, a series of GVPT		SA Index Allocation 60/40 Portfolio, a series of SAST
Guardian Total Return Bond VIP Fund, a series of GVPT		SA JPMorgan MFS Core Bond Portfolio, a series of SAST
Guardian Core Plus Fixed Income VIP Fund, a series of GVPT		SA JPMorgan MFS Core Bond Portfolio, a series of SAST
Guardian Large Cap Fundamental Growth VIP Fund, a series of GVPT		SA MFS Large Cap Growth Portfolio, a series of SAST
Guardian Small Cap Value Diversified VIP Fund, a series of GVPT		SA Franklin Small Company Value Portfolio, a series of SAST
Guardian Multi-Sector Bond VIP Fund, a series of GVPT		SA Multi-Managed Diversified Fixed Income Portfolio, a series of SST
Guardian Short Duration Bond VIP Fund, a series of GVPT		SA JPMorgan Ultra-Short Bond Portfolio, a series of SAST
Guardian Growth & Income VIP Fund, a series of GVPT		SA Franklin BW U.S. Large Cap Value Portfolio, a series of SAST

 

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Target Portfolio		Acquiring Portfolio
Guardian Large Cap Disciplined Value VIP Fund, a series of GVPT		SA Franklin BW U.S. Large Cap Value Portfolio, a series of SAST
Guardian International Growth VIP Fund, a series of GVPT		SA Fidelity Institutional AM International Growth Portfolio, a series of SAST
Guardian Global Utilities VIP Fund, a series of GVPT		SA Large Cap Value Index Portfolio, a series of SAST
Guardian Large Cap Disciplined Growth VIP Fund, a series of GVPT		SA Franklin Large Cap Disciplined Growth Portfolio, a newly created series of SAST
Guardian Core Fixed Income VIP Fund, a series of GVPT		SA Franklin Core Fixed Income Portfolio, a newly created series of SAST
Guardian U.S. Government/Credit VIP Fund, a series of GVPT		SA Franklin Core Fixed Income Portfolio, a newly created series of SAST
Guardian Small-Mid Cap Core VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST
Guardian Select Mid Cap Core VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST
Guardian Mid Cap Relative Value VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST
Guardian Mid Cap Traditional Growth VIP Fund, a series of GVPT		SA Franklin Mid Cap Core Portfolio, a newly created series of SAST

If the proposed reorganization (“Reorganization”) relating to your Target Portfolio is approved by shareholders and completed, you will then have an investment in the corresponding Acquiring Portfolio, and your Target Portfolio will be terminated as a series of GVPT. It is possible that the Reorganization relating to your Target Portfolio may not be completed even if it is approved by shareholders.

The Combined Prospectus/Proxy Statement is being furnished to owners of a variable annuity or a variable life insurance contract (a “Variable Contract,” the owners of which are referred to as “Contract Owners”) issued by GIAC, having Variable Contract values allocated to a separate account invested in shares of a Target Portfolio as of the close of business on [August 17, 2026] (the “Record Date”). Contract Owners have a beneficial interest in a Target Portfolio, but do not invest directly in or hold shares of the Target Portfolio. GIAC, as the shareholder of a Target Portfolio, has voting rights with respect to the Target Portfolio shares, but passes through those voting rights to Contract Owners. Accordingly, as a Contract Owner, you have the right to instruct GIAC how to vote Target Portfolio shares attributable to your Variable Contract.

For convenience we refer to Contract Owners as “shareholders.” Additionally, any reference to Contract Owners owning “shares” of a Portfolio refers to owning accumulation units of the subaccount that invests in such Portfolio. Each Acquiring Portfolio, following completion of one or more of its Reorganizations, may be referred to as the “Combined Portfolio” in this Combined Prospectus/Proxy Statement and collectively as the “Combined Portfolios.”

Upon approval and completion of the applicable Reorganization, shares of your Target Portfolio will be exchanged for Class 1 or Class 3 shares, as applicable, of the corresponding Acquiring Portfolio based on a specified exchange ratio determined by the respective net asset values of the two Portfolios’ shares. Your “Variable Contract” will be credited with shares of the corresponding Acquiring Portfolio whose aggregate value at the time of issuance will equal the aggregate value of the Target Portfolio held under your Variable Contract on that date. After such date, each Target Portfolio will be terminated as a series of GVPT.

 

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Please refer to the Combined Prospectus/Proxy Statement for a further explanation of the proposed Reorganization relating to your Target Portfolio and for a description of the corresponding Acquiring Portfolio.

 

Q:	Why are the Reorganizations being proposed?

 

A:	Park Avenue has made a strategic decision to exit the business of serving as investment manager to GVPT and has concluded that continuing to operate the Target Portfolios in their current state is not in the best interests of the Target Portfolios or their shareholders.

Park Avenue has concluded that the Target Portfolios have little prospect for growth in their current state and thus no prospect of achieving or maintaining the scale needed to be viable. After exploring a number of alternatives, including reorganizations with other funds and liquidation, Park Avenue determined that SunAmerica has the investment management, operational, and financial capabilities and resources to manage the Acquiring Portfolios, including investment methodologies that Park Avenue believes could deliver strong investment performance over time for shareholders. Park Avenue recommended to the Board of Trustees of GVPT (the “Board”), and the Board approved, subject to shareholder approval, each Reorganization.

In proposing the Reorganizations, Park Avenue has, among other things, considered the performance history, fee and expense structure, level of assets, and future prospects for growth of the Acquiring Portfolios. In addition, Park Avenue is proposing the Reorganizations to combine the Target Portfolios with corresponding funds within the SunAmerica fund complex and has concluded that the Reorganizations would be in the best interests of the Target Portfolios.

In connection with the Reorganizations, GIAC will enter into a participation agreement with SunAmerica, SAST, and SST to make the Acquiring Portfolios available as investment options for GIAC’s Variable Contracts, which will enable you to continue your investment in the affected Variable Contracts without interruption or cost to you.

Park Avenue, GIAC, and SunAmerica have also entered into a Master Transaction Agreement (the “Master Transaction Agreement”) pursuant to which SunAmerica has agreed to pay Park Avenue a one-time cash payment as consideration for the transfer of certain assets related to Park Avenue’s business of providing investment management services to the Target Portfolios. The completion of this transaction and each Reorganization is subject to certain conditions, including the consummation of each Reorganization, which can be waived upon agreement by Park Avenue and SunAmerica. SunAmerica will also enter into a Revenue Allocation Agreement with GIAC (the “Revenue Allocation Agreement”) pursuant to which SunAmerica will pay GIAC an ongoing revenue allocation based on the average net assets of each Acquiring Portfolio available through a GIAC separate account. Please see “Reasons for the Reorganizations” in this Combined Prospectus/Proxy Statement for a further description of these arrangements and how the Board evaluated them.

 

Q:	How does the Board of Trustees of GVPT suggest that I vote?

 

A:

After careful consideration, the Board has determined that each proposed Reorganization is in the best interests of the relevant Target Portfolio and that the Target Portfolio’s existing shareholders will not be diluted as a result of the Reorganization and, therefore, recommends that you cast your vote “FOR” the proposed Reorganization(s) associated with a Target Portfolio in which you are a shareholder. Please see “Reasons for the Reorganizations” in the Combined Prospectus/Proxy Statement for more information relating to the Board’s considerations.

 

Q:	What material factors formed the basis for the Board’s decision to approve each Reorganization?

 

A:

The Reorganizations were presented to the Board for consideration at a special meeting held on July 9, 2026 (the “Board Meeting”). In advance of the Board Meeting, the Board met with representatives of SunAmerica and received presentations regarding SunAmerica and its advisory and fund business. In addition, in advance of the Board Meeting, in response to a written request for information from independent counsel to the Independent Trustees on behalf of the Independent Trustees, Park Avenue and SunAmerica provided to the

 

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Board extensive information regarding each Reorganization, including comparative information on the investment objectives, principal investment strategies, risks, fees, and expenses of each Target Portfolio and its corresponding Acquiring Portfolio, and performance information for each Target Portfolio and each Acquiring Portfolio that was operational prior to the Reorganizations (each, an “Existing Acquiring Portfolio”). During the Board Meeting, representatives of Park Avenue and SunAmerica discussed the information provided and the Reorganizations and responded to questions from the Board. The Independent Trustees met in executive sessions with their independent counsel prior to and during the Board Meeting. After reviewing and evaluating this information, the Board, including all of the Independent Trustees, unanimously approved each Reorganization and determined that participation in each Reorganization is in the best interests of the relevant Target Portfolio and that the interests of the Target Portfolio’s existing shareholders will not be diluted as a result of the Reorganization.

In approving the Reorganizations, the Board considered a number of factors for each Target Portfolio, including: (i) the lack of viable growth prospects for the Target Portfolios given GIAC’s exit from the variable annuity market and the declining asset base of the Trust; (ii) the expectation that the Reorganizations will provide an opportunity for shareholders to benefit from potential economies of scale by combining each Target Portfolio’s assets with the corresponding Acquiring Portfolio and by being part of a fund group with greater growth potential than the Trust; (iii) the similarities and differences of the investment objectives of each Target Portfolio compared to the investment objectives of the corresponding Acquiring Portfolio; (iv) the principal investment strategies and risks of each Target Portfolio compared to those of the corresponding Acquiring Portfolio; (v) the performance histories of each Target Portfolio and each Existing Acquiring Portfolio and performance information for strategies for each Acquiring Portfolio that was not operational prior to the Reorganizations; (vi) the fees and expenses of each Target Portfolio as compared to those of the corresponding Acquiring Portfolio on a current and pro forma basis; (vii) the new expense limitations added as part of the Reorganizations which will be in place through at least April 30, 2029 (subject to the details of the expense limitations as set forth in this Combined Prospectus/Proxy Statement); (viii) that all costs and expenses of the Reorganizations, other than implicit costs associated with transactions in fixed income securities and other than transaction costs related to the sale of securities after the closing of a Reorganization, will be borne by Park Avenue, SunAmerica, and their affiliates, and will not be borne by the Target Portfolios or their shareholders; (ix) SunAmerica’s experience overseeing sub-advisers, its operational experience, its experience managing variable insurance funds and its compliance program; (x) the expectation that none of the Reorganizations will be a taxable event for U.S. federal income tax purposes with respect to Contract Owners whose Variable Contract values are determined by investment in shares of the Target Portfolios; (xi) the alternatives to the Reorganizations considered by Park Avenue, including reorganizations with other funds and liquidation; and (xii) the financial arrangements among Park Avenue, GIAC and SunAmerica, including the parties’ voluntary compliance with Section 15(f) of the 1940 Act, including the commitment that no “unfair burden” (as defined in Section 15(f)(2)(B) of the 1940 Act) will be imposed on any Target Portfolio (or any successor) as a result of the Reorganizations for a period of at least two years following the closing date.

For more information regarding the Board’s considerations in determining to approve the Reorganizations, please see the section entitled “Reasons for the Reorganizations” in this Combined Prospectus/Proxy Statement.

 

Q:	How will the Reorganizations affect me?

 

A:

If shareholders of each of the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund and Guardian Global Utilities VIP Fund approve the applicable proposed Reorganization, substantially all of the assets and certain of the liabilities of the Target Portfolio will be combined with those of the corresponding Acquiring Portfolio. If shareholders of each of the Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund,

 

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Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund approve the applicable proposed Reorganization, all of the assets and certain of the liabilities of each Target Portfolio will, in effect, be assumed by the corresponding Acquiring Portfolio, which will either be currently operational or a newly created series of SAST. Shares of the Target Portfolio will be exchanged for shares of the corresponding Acquiring Portfolio based on a specified exchange ratio determined by the respective net asset values of the Portfolios’ shares. Your Variable Contract value immediately prior to the closing of the Reorganization with respect to the Target Portfolio(s) will be the same as your Variable Contract value immediately after the closing of the Reorganization with respect to the Target Portfolio(s); however, you will no longer own shares of a Target Portfolio but will own shares of the corresponding Acquiring Portfolio. After the completion of the Reorganization of each of the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund and Guardian Global Utilities VIP Fund, you will own a smaller percentage of the corresponding Acquiring Portfolio than you did of the Target Portfolio because the corresponding Acquiring Portfolio will be larger post-Reorganization than each of the relevant Target Portfolios. In the case of Guardian Large Cap Disciplined Growth VIP Fund, your percentage ownership of the Acquiring Portfolio will be the same as your percentage ownership of Guardian Large Cap Disciplined Growth VIP Fund immediately prior to the closing of the Reorganization because Guardian Large Cap Disciplined Growth VIP Fund is the only Target Portfolio in that Reorganization and the Acquiring Portfolio will be newly created, with no shareholders immediately prior to the Reorganization. 

 

Q:	In the Reorganization, what class of shares of the corresponding Acquiring Portfolio will I receive?

 

A:

Shareholders of each Target Portfolio other than Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund will receive Class 3 shares of the corresponding Acquiring Portfolio in connection with the applicable Reorganization. Shareholders of each of the Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund will receive Class 1 shares of the corresponding Acquiring Portfolio in connection with the applicable Reorganization.

 

Q:	Will I own the same number of shares of the corresponding Acquiring Portfolio as I currently own of my Target Portfolio?

 

A:

Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund, and Guardian Mid Cap Traditional Growth VIP Fund.

No. However, you will receive shares of the applicable Acquiring Portfolio with the same aggregate net asset value as the shares of the Target Portfolio you owned immediately prior to the closing of the Reorganization relating to your Target Portfolio. The number of shares you receive will depend on the relative net asset value of the shares of the relevant Target Portfolio and the corresponding Acquiring Portfolio on the closing date. Thus, on the closing date, if the net asset value of a share of the applicable Acquiring Portfolio is lower than the net asset value of the corresponding share class of the relevant Target Portfolio, you will receive a greater number of shares of the Acquiring Portfolio in the applicable Reorganization than you held in the Target Portfolio immediately prior to the Reorganization. On the other hand, if the net asset value of a share of the applicable Acquiring Portfolio is higher than the net asset value of the corresponding share class of the relevant Target Portfolio, you will receive fewer shares of the Acquiring Portfolio in the applicable

 

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Reorganization than you held in the Target Portfolio immediately prior to the closing of the Reorganization. The aggregate net asset value of your Acquiring Portfolio shares immediately after the closing of the applicable Reorganization will be the same as the aggregate net asset value of your Target Portfolio shares immediately prior to the closing of the Reorganization. The number of shares in which a Contract Owner is entitled to provide voting instructions will be determined by dividing his or her Variable Contract value allocated to the Target Portfolio on the Record Date by the share value of such Target Portfolio on the Record Date.

Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund and Guardian Select Mid Cap Core VIP Fund.

Yes. You will receive the same number of shares of the Acquiring Portfolio with the same aggregate net asset value as the shares of the Target Portfolio you owned immediately prior to the closing of the Reorganization relating to your Target Portfolio.

 

Q:	Will my privileges as a shareholder change after the Reorganization?

 

A:

Yes, the Reorganizations will result in certain changes to your rights as a result of differences in the organizational documents of GVPT on the one hand and SAST or SST on the other hand (the terms of which are substantially the same and will collectively be referred to in response to this question as the “SunAmerica Declaration of Trust” or the “SunAmerica By-Laws”). Differences in your rights as shareholder of a Target Portfolio as compared to your rights as a shareholder of an Acquiring Portfolio are described in the Combined Prospectus/Proxy Statement under “Shareholder Rights and Obligations.”

 

Q:	Who will advise the Acquiring Portfolios once the Reorganizations are completed?

 

A:

As you know, Park Avenue serves as investment manager to each Target Portfolio. SunAmerica serves as investment adviser and manager to each Acquiring Portfolio and will serve as investment adviser and manager to each Acquiring Portfolio once the Reorganizations are completed. SunAmerica selects the subadvisers for the Acquiring Portfolios, manages the investments for certain of the Acquiring Portfolios, oversees the subadvisers’ management of certain Acquiring Portfolios, provides various administrative services, and supervises the daily business affairs of each Acquiring Portfolio. SunAmerica is a limited liability company organized under the laws of Delaware, and managed, advised, or administered assets in excess of $42.2 billion as of June 30, 2026. SunAmerica is a wholly-owned subsidiary of Venerable Holdings, Inc., and is located at One World Trade Center, Suite J, 49th Floor, New York, NY 10007.

The subadvisers and sub-subadvisers, as applicable, for each Target Portfolio and its corresponding Acquiring Portfolio are listed in the Combined Prospectus/Proxy Statement under “Management of the Portfolio.” It is anticipated that each Acquiring Portfolio’s subadviser(s) will continue to serve as subadviser(s) to such Acquiring Portfolio following the completion of the Reorganization(s).

 

Q:	How will the Reorganizations affect Portfolio management fees and annual portfolio operating expenses?

 

A:	The management fees payable by each Target Portfolio and each corresponding Acquiring Portfolio (including on a pro forma basis after the Reorganization) can be found in the Combined Prospectus/Proxy Statement under “Background and Reasons for the Proposed Reorganizations.”

Following each Reorganization (other than the Reorganization of Guardian Integrated Research VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund), the management fee payable by the Combined Portfolio is expected to be higher than the management fee payable by each corresponding Target Portfolio. Additional information regarding the management fee schedule for each Portfolio based on each Portfolio’s average daily net assets can be found in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

 

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Pursuant to an Expense Limitation Agreement, Park Avenue has contractually agreed to waive certain fees and/or reimburse certain expenses of each Target Portfolio through April 30, 2027, so that the total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses) of the Target Portfolio does not exceed certain limits. The expiration date of the Expense Limitation Agreement and the recoupment right of Park Avenue for certain Target Portfolios is subject to a condition of an order of exemption from the SEC (i.e., for the life of the affected Variable Contracts), but in no event will the expense limitation expire for any such Target Portfolio prior to April 30, 2027. The Expense Limitation Agreements for the Target Portfolios are discussed further in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

Pursuant to Expense Limitation Agreements, SunAmerica has contractually agreed to waive its fees and/or reimburse the expenses of the Acquiring Portfolios through April 30, 2029 (and through July 31, 2029 for SA Multi-Managed Diversified Fixed Income Portfolio), so that each applicable Acquiring Portfolio’s Total Annual Portfolio Operating Expenses do not exceed specified limits, with one exception. SA Franklin Systematic Large Cap Core Portfolio’s current Expense Limitation Agreement will expire on April 30, 2027, however, its pro forma gross expenses are estimated to be 0.23% below the current cap and below each corresponding Target Fund’s current net expenses. The Expense Limitation Agreements for the Acquiring Portfolios are discussed further in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

Following each Reorganization, the total annual fund operating expenses after fee waiver and/or expense reimbursement (i.e., the net expenses) of the applicable class of each Acquiring Portfolio is expected to be the same as or lower than the net expenses of the corresponding Target Portfolio for at least two years following the closing of the Reorganization, after excluding expenses due to estimated acquired fund fees and expenses and interest expenses. Each Acquiring Portfolio (other than SA MFS Large Cap Growth Portfolio, SA Franklin Systematic U.S. Large Cap Core Portfolio, and SA Multi-Managed Diversified Fixed Income Portfolio) will be subject to an Expense Limitation Agreement expiring April 30, 2029. The SA Multi-Managed Diversified Fixed Income Portfolio will be subject to an Expense Limitation Agreement expiring July 31, 2029. Following the expiration of the Expense Limitation Agreement, it is possible that the total annual fund operating expenses of Class 1 or Class 3 shares, as applicable, of an Acquiring Portfolio may be higher than the total annual fund operating expenses of the corresponding Target Portfolio.

The gross operating expense ratio of Class 1 and Class 3 shares, as applicable, of each of the Combined Portfolios is expected to be the same or lower than the current gross operating expense ratio of each corresponding Target Portfolio except in the case of the Guardian Small Cap Value Diversified VIP Fund, Guardian Equity Income VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian Select Mid Cap Core VIP Fund, and Guardian Small-Mid Cap Core VIP Fund where the gross expense ratio for each class of the Combined Portfolio in its respective Reorganization is expected to be higher by 0.17%, 0.04%, 0.03%, 0.05%, 0.04%, 0.07%, and 0.02%, respectively, than its corresponding Target Portfolio.

No sales charges will be assessed to shares received in connection with the Reorganization.

 

Q:	Are there differences between the investment objectives and principal investment strategies for each Target Portfolio and its corresponding Acquiring Portfolio?

 

A:

The investment objective of each Target Portfolio and each corresponding Acquiring Portfolio is substantially similar or similar, with the exception of each of the Guardian Global Utilities VIP Fund and Guardian Equity Income VIP Fund and its corresponding Acquiring Portfolio, as described in the Combined Prospectus/Proxy Statement under “Summary.”

Although each Target Portfolio’s principal investment strategies are similar to those of the Acquiring Portfolio (other than the strategies of Guardian Balanced Allocation VIP Fund and its corresponding Acquiring Portfolio, which are different in several material respects), there are certain key differences, as outlined in the following appendices under “Comparison of Principal Investment Strategies”:

 

7

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

 

Q:	Are there differences between the principal investment risks for each Target Portfolio and its corresponding Acquiring Portfolio?

 

A:

An investment in the Target Portfolio and an investment in the Acquiring Portfolio are subject to certain similar principal risks. However, there are certain important differences between the principal risks of an investment in the Target Portfolio and an investment in the Acquiring Portfolio; notably, an investment in each Portfolio is subject to certain different principal risks than an investment in the other Portfolio. See “Comparison of Principal Investment Risks” in the following appendices for more information:

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio

 

8

Appendix		Target Portfolio		Acquiring Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

 

Q:	Do both the Target Portfolios and Acquiring Portfolios operate in accordance with exemptive relief regarding “manager of managers” arrangements?

 

A:

Yes. Park Avenue and GVPT have obtained an exemptive order (the “GVPT Order”) from the SEC to permit Park Avenue, on behalf of a Target Portfolio and subject to the approval of the GVPT Board, including a majority of the independent members of the GVPT Board, to hire, and to modify any existing or future subadvisory agreement with, unaffiliated subadvisers and subadvisers that are “wholly-owned subsidiaries” (as defined in the 1940 Act) of Park Avenue, or a sister company of Park Avenue that is a wholly-owned subsidiary of a company that, indirectly or directly, wholly owns Park Avenue, and to provide relief from certain disclosure obligations with regard to subadvisory fees. Under the GVPT Order, Park Avenue has the ultimate responsibility, subject to oversight by the GVPT Board, to oversee subadvisers and recommend their hiring, termination, or replacement. The GVPT Order is subject to certain conditions, including that each Target Portfolio notify shareholders and provide them with certain information within 90 days of hiring a new subadviser. Each Target Portfolio other than Guardian All Cap Core VIP Fund, Guardian Integrated Research VIP Fund, and Guardian Equity Income VIP Fund may currently rely on the GVPT Order.

SunAmerica has received an exemptive order from the SEC (the “SunAmerica Order”) that permits SunAmerica, subject to certain conditions, to enter into agreements relating to the Acquiring Portfolios with unaffiliated subadvisers approved by the relevant Board of Trustees without obtaining shareholder approval. The SunAmerica Order also permits SunAmerica, subject to the approval of the relevant Board of Trustees but without shareholder approval, to employ new unaffiliated subadvisers for new or existing portfolios, change the terms of particular agreements with unaffiliated subadvisers, or continue the employment of existing unaffiliated subadvisers after events that would otherwise cause an automatic termination of a subadvisory agreement. The SunAmerica Order also permits the Acquiring Portfolios to disclose fees paid to unaffiliated subadvisers on an aggregate, rather than individual, basis. In addition, pursuant to no-action

 

9

relief, the SEC staff has extended multi-manager relief to any affiliated subadviser, provided certain conditions are met. The Acquiring Portfolios’ shareholders have approved the Acquiring Portfolios’ reliance on the no-action relief. SunAmerica will determine if and when an Acquiring Portfolio should rely on the no-action relief. Shareholders will be notified of any subadviser changes. Shareholders of an Acquiring Portfolio have the right to terminate an agreement with a subadviser for that Acquiring Portfolio at any time by a vote of the majority of the outstanding voting securities of such Acquiring Portfolio.

Following each Reorganization, the Combined Portfolio would be permitted to operate under the SunAmerica Order.

 

Q:	What will I have to do to open an account in the Acquiring Portfolio? What happens to my account if the Reorganization is approved?

 

A:

You will not need to take any further action. If the Reorganization relating to your Target Portfolio is approved, your shares automatically will be converted into shares of the corresponding Acquiring Portfolio on the date of the completion of the applicable Reorganization. You will receive written confirmation that this change has taken place. The aggregate net asset value of the Class 1 or Class 3 shares, as applicable, you receive in the Reorganization relating to your Target Portfolio will be equal to the aggregate net asset value of the shares you own immediately prior to the closing of the Reorganization.

 

Q:	What happens if the Reorganization is not approved?

 

A:

If a Reorganization is not approved by shareholders of the relevant Target Portfolio, the Reorganization for that Target Portfolio will not occur and the Board may consider alternatives, which may include seeking a reorganization with a different fund, a fund substitution, or the liquidation of the Target Portfolio. In addition, please see the response to the question immediately below.

 

Q:	What happens if shareholders of one Target Portfolio approve their Reorganization, while shareholders of the other Target Portfolio do not?

 

A:

Each Reorganization is contingent on the consummation of each other Reorganization. However, SunAmerica and Park Avenue may determine in their discretion to waive these contingencies and proceed with a Reorganization regardless of whether any other Reorganization is consummated. Accordingly, if shareholders of one Target Portfolio approve the Reorganization relating to their Target Portfolio, their Target Portfolio may be reorganized, even if shareholders of one or more of the other Target Portfolios do not approve the Reorganization relating to their Target Portfolio.

 

Q:	Will the Reorganization create a taxable event for me?

 

A:

As long as the Variable Contracts funded through the separate accounts of GIAC qualify as “variable contracts” under Section 817(d) of the Internal Revenue Code of 1986, as amended (the “Code”), none of the Reorganizations will be a taxable event for U.S. federal income tax purposes with respect to Contract Owners whose Variable Contract values are determined by investment in shares of the Target Portfolios, regardless of the tax status of the applicable Reorganization.

It is expected that there will be minimal portfolio holdings transitioning prior to the Reorganizations of each Target Portfolio, other than in the ordinary course of business, except with respect to the Guardian Global Utilities VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Total Return Bond VIP Fund and Guardian Balanced Allocation VIP Fund. With respect to the Guardian Global Utilities VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Total Return Bond VIP Fund and Guardian Balanced Allocation VIP Fund, all or substantially all of the Target Portfolio’s holdings will be sold prior to the applicable Reorganization, and the proceeds of such sales are expected to be primarily invested in cash investments, which will be delivered to the corresponding Acquiring Portfolio. During the period prior to the Reorganizations, each applicable Target Portfolio may not pursue its investment objective and principal investment strategies. The costs (e.g., brokerage commissions and other explicit transaction costs) of transitioning the portfolios of the Target

 

10

Portfolios prior to the Reorganizations will be borne by Park Avenue or its affiliates and will not be borne by the Target Portfolios or their shareholders.

The tax impact of any such sales will depend on the difference between the price at which such portfolio holdings are sold and each Target Portfolio’s tax basis in such holdings. Any capital gains recognized in these sales on a net basis prior to the closing of the Reorganization will be distributed, if required, to the shareholders of a Target Portfolio as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale. Any capital gains recognized in these sales on a net basis following the closing of the Reorganization will be distributed, if required, to the Combined Portfolio’s shareholders as capital gain dividends (to the extent of net realized long-term capital gains) and/or ordinary dividends (to the extent of net realized short-term capital gains) during or with respect to the year of sale. As is the case with other distributions, Contract Owners are not expected to be taxed on such distributions to the separate accounts of GIAC, although they may be subject to tax upon redemption from Variable Contracts.

Portfolio repositioning in connection with a Reorganization, whether with respect to a Target Portfolio prior to a Reorganization or a Combined Portfolio after a Reorganization, will generate brokerage commissions and/or other transaction costs. With respect to the Guardian Global Utilities VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Total Return Bond VIP Fund and Guardian Balanced Allocation VIP Fund, which will convert their portfolios to cash prior to their respective Reorganizations, explicit transaction costs of which will be borne by Park Avenue or its affiliates and will not be borne by the Target Portfolios or their shareholders. With respect to the repositioning of a Combined Portfolio after a Reorganization, transaction costs related to such repositioning will be borne by the relevant Combined Portfolio. The following table sets forth these applicable Target Portfolios and corresponding Combined Portfolios and the estimated explicit transaction costs, following the Reorganizations, in both dollars and basis points (i.e., as a percentage of the Combined Portfolio’s pro forma net assets after giving effect to the applicable Reorganization as of June 30, 2026).

 

 

11

For more information about the U.S. federal income tax consequences of the Reorganizations, see “Material U.S. Federal Income Tax Consequences of the Reorganizations.”

 

Q:	Who will pay for the Reorganization?

 

A:

Park Avenue, SunAmerica, and their respective affiliates will pay the expenses incurred in connection with each Reorganization, including all direct and indirect expenses and out-of-pocket costs, other than implicit costs associated with transactions in fixed income securities and other than transaction costs related to the sale of securities after the closing of a Reorganization. Park Avenue and its affiliates will pay any transfer fees, stamp duties, brokerage commissions, and other explicit transaction costs associated with transferring assets in connection with a Reorganization. Park Avenue, SunAmerica, and their respective affiliates will pay these expenses whether or not a Reorganization is approved at the special meeting and whether or not a Reorganization is ultimately consummated. Please refer to “Information About the Reorganizations – Expenses of the Reorganizations” in the Combined Prospectus/Proxy Statement for additional information about the expenses associated with each Reorganization.

 

Q:	How do I vote my shares?

 

A:

You can vote (or provide a voting instruction) by proxy over the Internet, by telephone, or by completing, dating, and signing the enclosed proxy or voting instruction card and returning it promptly. The joint special meeting of shareholders will be held on [November 13, 2026] (with any postponements or adjournments thereof, the “Special Meeting”) and will be conducted via teleconference. If you plan to participate in the Special Meeting, please email [GVPT_Admin@glic.com] in advance of the Special Meeting and provide your full name, the “control number” on your proxy or voting instruction card, and email address to receive the teleconference dial-in information. Requests to attend the Special Meeting must be received no later than [5:00 p.m.], Eastern time, [November 10], 2026. Instructions with regard to how to vote at the Special Meeting will be provided during the teleconference.

Your attention is directed to the accompanying Combined Prospectus/Proxy Statement for further information regarding the Special Meeting and the proposals. You may vote if you were a shareholder of a Target Portfolio as of the close of business on [August 17, 2026]. If you attend the Special Meeting, you may vote the shares of the Target Portfolio attributable to your Variable Contract by following the instructions provided during the teleconference. Even if you do not attend the Special Meeting, you may authorize your proxy or provide your voting instruction by: (i) completing, signing, and returning the enclosed proxy or voting instruction card by mail in the postage-paid envelope provided; or (ii) following the instructions on

 

12

the card for authorizing your proxy or providing your voting instruction by submitting your vote via telephone or the Internet. Please refer to the enclosed card for more information on how you may vote. You may revoke your proxy or voting instruction at any time prior to the date the proxy or voting instruction is to be exercised in the manner described in the Combined Prospectus/Proxy Statement.

Your vote is very important to us. Whether or not you plan to attend the Special Meeting, please cast your vote using one of the voting options listed on your enclosed card. You can vote your shares toll-free at the touch-tone telephone number shown on your proxy or voting instruction card. If you have questions about the Special Meeting agenda, or about how to vote your shares, please call toll-free 1-888-GUARDIAN (1-888-482-7342)  to reach a GIAC customer service representative.

GIAC, as the holder of record of shares of the Target Portfolios, is required to “pass through” to its Contract Owners the right to vote shares of the Target Portfolios. GVPT expects that GIAC will vote 100% of the shares of the Target Portfolios held by its separate account(s) in accordance with instructions from its Contract Owners. Under an “echo voting policy,” GIAC will vote shares for which no instructions have been received from its Contract Owners and any other shares that it or its affiliates own in their own right in the same proportion as it votes shares for which it has received instructions. No minimum number of voting instructions from Contract Owners is required before GIAC may vote the shares for which no voting instructions have been received. Because GIAC will vote its shares of the Target Portfolios in the same proportion as votes submitted by Contract Owners, it is possible that a small number of Contract Owners could determine the outcome of a proposal. Furthermore, as the sole record owner of each Target Portfolio’s shares, GIAC’s presence at the Special Meeting will constitute a quorum for the transaction of business.

Shareholders are entitled to one vote for each whole share held on the Record Date and a proportionate fractional vote for each fractional share held on the Record Date.

 

Q:	Why are multiple proxy cards or voting instruction cards enclosed?

 

A:	If you are a shareholder of more than one Target Portfolio, you will receive a proxy card or voting instruction card for each Target Portfolio. Please submit a proxy card or voting instruction card for each Target Portfolio that you own.

 

Q:	When will the Reorganization occur?

 

A:	If approved by shareholders, each Reorganization is expected to occur during the fourth quarter of 2026. A Reorganization will not take place if the Reorganization is not approved by the relevant Target Portfolio’s shareholders.

 

Q:	Whom do I contact if I have questions?

 

A:	You may call [ ] [Monday through Friday from [ ] a.m. Eastern time and [ ] p.m. Eastern time and Saturday from [ ] p.m. to [ ] p.m. Eastern time at [ ]].

Important additional information about each Proposal is set forth in the accompanying Combined Prospectus/Proxy Statement. Please read it carefully.

 

13

GUARDIAN VARIABLE PRODUCTS TRUST

Guardian Equity Income VIP Fund

Guardian Integrated Research VIP Fund

Guardian All Cap Core VIP Fund

Guardian Strategic Large Cap Core VIP Fund

Guardian Diversified Research VIP Fund

Guardian International Equity VIP Fund

Guardian Balanced Allocation VIP Fund

Guardian Total Return Bond VIP Fund

Guardian Core Plus Fixed Income VIP Fund

Guardian Large Cap Fundamental Growth VIP Fund

Guardian Small Cap Value Diversified VIP Fund

Guardian Multi-Sector Bond VIP Fund

Guardian Short Duration Bond VIP Fund

Guardian Growth & Income VIP Fund

Guardian Large Cap Disciplined Value VIP Fund

Guardian International Growth VIP Fund

Guardian Global Utilities VIP Fund

Guardian Large Cap Disciplined Growth VIP Fund

Guardian Core Fixed Income VIP Fund

Guardian U.S. Government/Credit VIP Fund

Guardian Small-Mid Cap Core VIP Fund

Guardian Select Mid Cap Core VIP Fund

Guardian Mid Cap Relative Value VIP Fund

Guardian Mid Cap Traditional Growth VIP Fund

10 Hudson Yards

New York, NY 10001

(212-598-8000)

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [NOVEMBER 13, 2026]

To the Shareholders of each of the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund:

This is to notify you that a Joint Special Meeting of Shareholders of each of the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and/or Guardian Mid Cap Traditional Growth VIP Fund, each a series

 

1

of Guardian Variable Products Trust (“GVPT”) (each, a “Target Portfolio” and collectively, the “Target Portfolios”), will be held via teleconference on [November 13, 2026] at [ ] [a.m./p.m.], Eastern time (with any postponements or adjournments thereof, the “Special Meeting”), for the below purposes.

You are receiving the enclosed Combined Prospectus/Proxy Statement because you were the owner of a variable annuity contract or variable life insurance policy (each, a “Variable Contract”) issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”), and some or all of your Variable Contract value was allocated to one or more of the following as of the close of business on [August 17, 2026]: the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and/or Guardian Mid Cap Traditional Growth VIP Fund, each a series of Guardian Variable Products Trust (“GVPT”) (each, a “Target Portfolio” and collectively, the “Target Portfolios”). Although you are not directly a shareholder of any Target Portfolio, as the owner of a Variable Contract issued by GIAC, you have the right to instruct GIAC how to vote shares of the Target Portfolio(s) that are attributable to your Variable Contract at the Special Meeting.

The Special Meeting will be held via teleconference on [Friday, November 13, 2026], at [ ] [a.m./p.m.] Eastern time, to vote on the proposals described in the Combined Prospectus/Proxy Statement.

The shareholders of the applicable Target Portfolios are being asked to consider and vote upon one or more of the following proposals, as applicable:

 

1.

To approve an Agreement and Plan of Reorganization relating to the Guardian Equity Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Equity Income VIP Fund will transfer substantially all of its assets to the SA Franklin Systematic U.S. Large Cap Value Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Franklin Systematic U.S. Large Cap Value Portfolio of substantially all of the liabilities of the Guardian Equity Income VIP Fund and Class 1 shares of the SA Franklin Systematic U.S. Large Cap Value Portfolio, which shares will be distributed by the Guardian Equity Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Equity Income VIP Fund shareholders);

 

2(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Integrated Research VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Integrated Research VIP Fund will transfer substantially all of its assets to the SA Franklin Systematic U.S. Large Cap Core Portfolio (“SA Large Cap Core Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian Integrated Research VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian Integrated Research VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Integrated Research VIP Fund shareholders);

 

2(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian All Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian All Cap Core VIP Fund will transfer substantially all of its assets to the SA Large Cap Core Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian All Cap Core VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian All Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian All Cap Core VIP Fund shareholders);

 

2(c).

To approve an Agreement and Plan of Reorganization relating to the Guardian Strategic Large Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Strategic Large Cap Core

 

2

VIP Fund will transfer substantially all of its assets to the SA Large Cap Core Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian Strategic Large Cap Core VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian Strategic Large Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Strategic Large Cap Core VIP Fund shareholders);

 

2(d).

To approve an Agreement and Plan of Reorganization relating to the Guardian Diversified Research VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Diversified Research VIP Fund will transfer substantially all of its assets to the SA Large Cap Core Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian Diversified Research VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian Diversified Research VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Diversified Research VIP Fund shareholders);

 

3.

To approve an Agreement and Plan of Reorganization relating to the Guardian International Equity VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian International Equity VIP Fund will transfer substantially all of its assets to the SA BlackRock Advantage International Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA BlackRock Advantage International Portfolio of substantially all of the liabilities of the Guardian International Equity VIP Fund and Class 3 shares of the SA BlackRock Advantage International Portfolio, which shares will be distributed by the Guardian International Equity VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian International Equity VIP Fund shareholders);

 

4.

To approve an Agreement and Plan of Reorganization relating to the Guardian Balanced Allocation VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Balanced Allocation VIP Fund will transfer substantially all of its assets to the SA Index Allocation 60/40 Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Index Allocation 60/40 Portfolio of substantially all of the liabilities of the Guardian Balanced Allocation VIP Fund and Class 3 shares of the SA Index Allocation 60/40 Portfolio, which shares will be distributed by the Guardian Balanced Allocation VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Balanced Allocation VIP Fund shareholders);

 

5(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Total Return Bond VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Total Return Bond VIP Fund will transfer substantially all of its assets to the SA JPMorgan MFS Core Bond Portfolio (“SA Core Bond Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Core Bond Portfolio of substantially all of the liabilities of the Guardian Total Return Bond VIP Fund and Class 3 shares of the SA Core Bond Portfolio, which shares will be distributed by the Guardian Total Return Bond VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Total Return Bond VIP Fund shareholders);

 

5(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian Core Plus Fixed Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Core Plus Fixed Income VIP Fund will transfer substantially all of its assets to the SA Core Bond Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Core Bond Portfolio of substantially all of the liabilities of the Guardian Core Plus Fixed Income VIP Fund and Class 3 shares of the SA Core Bond Portfolio, which shares will be distributed by the Guardian Core Plus Fixed Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Core Plus Fixed Income VIP Fund shareholders);

 

6.

To approve an Agreement and Plan of Reorganization relating to the Guardian Large Cap Fundamental Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Large Cap Fundamental Growth VIP Fund will transfer substantially all of its assets to the SA MFS Large Cap Growth Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA MFS Large Cap

 

3

Growth Portfolio of substantially all of the liabilities of the Guardian Large Cap Fundamental Growth VIP Fund and Class 3 shares of the SA MFS Large Cap Growth Portfolio, which shares will be distributed by the Guardian Large Cap Fundamental Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Large Cap Fundamental Growth VIP Fund shareholders);

 

7.

To approve an Agreement and Plan of Reorganization relating to the Guardian Small Cap Value Diversified VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Small Cap Value Diversified VIP Fund will transfer substantially all of its assets to the SA Franklin Small Company Value Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Franklin Small Company Value Portfolio of substantially all of the liabilities of the Guardian Small Cap Value Diversified VIP Fund and Class 3 shares of the SA Franklin Small Company Value Portfolio, which shares will be distributed by the Guardian Small Cap Value Diversified VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Small Cap Value Diversified VIP Fund shareholders);

 

8.

To approve an Agreement and Plan of Reorganization relating to the Guardian Multi-Sector Bond VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Multi-Sector Bond VIP Fund will transfer substantially all of its assets to the SA Multi-Managed Diversified Fixed Income Portfolio, a series of Seasons Series Trust, in exchange for the assumption by the SA Multi-Managed Diversified Fixed Income Portfolio of substantially all of the liabilities of the Guardian Multi-Sector Bond VIP Fund and Class 3 shares of the SA Multi-Managed Diversified Fixed Income Portfolio, which shares will be distributed by the Guardian Multi-Sector Bond VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Multi-Sector Bond VIP Fund shareholders);

 

9.

To approve an Agreement and Plan of Reorganization relating to the Guardian Short Duration Bond VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Short Duration Bond VIP Fund will transfer substantially all of its assets to the SA JPMorgan Ultra-Short Bond Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA JPMorgan Ultra-Short Bond Portfolio of substantially all of the liabilities of the Guardian Short Duration Bond VIP Fund and Class 1 shares of the SA JPMorgan Ultra-Short Bond Portfolio, which shares will be distributed by the Guardian Short Duration Bond VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Short Duration Bond VIP Fund shareholders);

 

10(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Growth & Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Growth & Income VIP Fund will transfer substantially all of its assets to the SA Franklin BW U.S. Large Cap Value Portfolio (“SA Large Cap Value Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Value Portfolio of substantially all of the liabilities of the Guardian Growth & Income VIP Fund and Class 3 shares of the SA Large Cap Value Portfolio, which shares will be distributed by the Guardian Growth & Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Growth & Income VIP Fund shareholders);

 

10(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian Large Cap Disciplined Value VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Large Cap Disciplined Value VIP Fund will transfer substantially all of its assets to the SA Large Cap Value Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Value Portfolio of substantially all of the liabilities of the Guardian Large Cap Disciplined Value VIP Fund and Class 3 shares of the SA Large Cap Value Portfolio, which shares will be distributed by the Guardian Large Cap Disciplined Value VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Large Cap Disciplined Value VIP Fund shareholders);

 

11.

To approve an Agreement and Plan of Reorganization relating to the Guardian International Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian International Growth VIP Fund will transfer substantially all of its assets to the SA Fidelity Institutional AM International Growth Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Fidelity Institutional AM International Growth Portfolio of substantially all of the liabilities of the Guardian International Growth VIP Fund and Class 3 shares of the SA Fidelity Institutional AM International Growth Portfolio, which shares

 

4

will be distributed by the Guardian International Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian International Growth VIP Fund shareholders);

 

12.

To approve an Agreement and Plan of Reorganization relating to the Guardian Global Utilities VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Global Utilities VIP Fund will transfer substantially all of its assets to the SA Large Cap Value Index Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Value Index Portfolio of substantially all of the liabilities of the Guardian Global Utilities VIP Fund and Class 3 shares of the SA Large Cap Value Index Portfolio, which shares will be distributed by the Guardian Global Utilities VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Global Utilities VIP Fund shareholders);

 

13.

To approve an Agreement and Plan of Reorganization relating to the Guardian Large Cap Disciplined Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Large Cap Disciplined Growth VIP Fund will transfer substantially all of its assets to the SA Franklin Large Cap Disciplined Growth Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Franklin Large Cap Disciplined Growth Portfolio of substantially all of the liabilities of the Guardian Large Cap Disciplined Growth VIP Fund and Class 3 shares of the SA Franklin Large Cap Disciplined Growth Portfolio, which shares will be distributed by the Guardian Large Cap Disciplined Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Large Cap Disciplined Growth VIP Fund shareholders);

 

14(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Core Fixed Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Core Fixed Income VIP Fund will transfer substantially all of its assets to the SA Franklin Core Fixed Income Portfolio (“SA Fixed Income Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Fixed Income Portfolio of substantially all of the liabilities of the Guardian Core Fixed Income VIP Fund and Class 1 shares of the SA Fixed Income Portfolio, which shares will be distributed by the Guardian Core Fixed Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Core Fixed Income VIP Fund shareholders);

 

14(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian U.S. Government/Credit VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian U.S. Government/Credit VIP Fund will transfer substantially all of its assets to the SA Fixed Income Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Fixed Income Portfolio of substantially all of the liabilities of the Guardian U.S. Government/Credit VIP Fund and Class 3 shares of the SA Fixed Income Portfolio, which shares will be distributed by the Guardian U.S. Government/Credit VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian U.S. Government/Credit VIP Fund shareholders);

 

15(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Small-Mid Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Small-Mid Cap Core VIP Fund will transfer substantially all of its assets to the SA Franklin Mid Cap Core Portfolio (“SA Mid Cap Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Small-Mid Cap Core VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Small-Mid Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Small-Mid Cap Core VIP Fund shareholders);

 

15(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian Select Mid Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Select Mid Cap Core VIP Fund will transfer substantially all of its assets to the SA Mid Cap Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Select Mid Cap Core VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Select Mid Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Select Mid Cap Core VIP Fund shareholders);

 

5

15(c).

To approve an Agreement and Plan of Reorganization relating to the Guardian Mid Cap Relative Value VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Mid Cap Relative Value VIP Fund will transfer substantially all of its assets to the SA Mid Cap Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Mid Cap Relative Value VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Mid Cap Relative Value VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Mid Cap Relative Value VIP Fund shareholders);

 

15(d).

To approve an Agreement and Plan of Reorganization relating to the Guardian Mid Cap Traditional Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Mid Cap Traditional Growth VIP Fund will transfer substantially all of its assets to the SA Mid Cap Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Mid Cap Traditional Growth VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Mid Cap Traditional Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Mid Cap Traditional Growth VIP Fund shareholders);

 

16.	To transact such other business as may properly be presented at the Special Meeting or any adjournment or postponement thereof.

The Board of Trustees of GVPT has fixed the close of business on [August 17, 2026] as the record date (the “Record Date”) for determination of shareholders of each relevant Target Portfolio entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

All shareholders are requested to vote by proxy over the Internet, by telephone, or by completing, dating, and signing the enclosed proxy or voting instruction card and returning it promptly. The Special Meeting will be conducted via teleconference. If you plan to participate in the Special Meeting, please email [GVPT_Admin@glic.com] in advance of the Special Meeting and provide us with your full name, the “control number” on your proxy or voting instruction card, and email address to receive the teleconference dial-in information. Requests to attend the Special Meeting must be received no later than [5:00 p.m.], Eastern time, on [November 10], 2026. Instructions with regard to how to vote at the Special Meeting will be provided during the teleconference.

Your attention is directed to the accompanying Combined Prospectus/Proxy Statement for further information regarding the Special Meeting and the proposals. If you attend the Special Meeting, you may vote the shares of the Target Portfolio attributable to your Variable Contract by following the instructions provided during the teleconference. Even if you do not attend the Special Meeting, you may authorize your proxy or provide your voting instruction by: (i) completing, signing, and returning the enclosed proxy or voting instruction card by mail in the postage-paid envelope provided; or (ii) following the instructions on the card for authorizing your proxy or providing your voting instruction by submitting your vote via telephone or the Internet. Please refer to the enclosed card for more information on how you may vote.

Although you are not directly a shareholder of any Target Portfolio, as the owner of a variable annuity contract or a variable life insurance policy (a “Variable Contract,” the owners of which are referred to as “Contract Owners”) issued by GIAC, you have the right to instruct GIAC how to vote shares of each Target Portfolio attributable to your Variable Contract at the Special Meeting. GIAC, through the separate accounts, is the record owner of the Target Portfolios’ shares and will vote the shares of the Target Portfolios at the Special Meeting. The voting rights accompanying shares of the Target Portfolios are legally vested in the Variable Contracts offered by the separate accounts of GIAC. However, under an “echo voting policy,” GIAC is required to “pass through” to its Contract Owners the right to vote shares of the Target Portfolios. GIAC will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of the Variable Contracts. If a shareholder properly executes a proxy or voting instruction card and gives no voting instructions with respect to the proposals, the shares will be voted in favor of (i.e., FOR) the proposals. Those persons who have a beneficial interest at the close of business on the Record Date will be entitled to submit instructions to GIAC. GIAC will vote Target Portfolio shares for which no instructions have been received from its Contract Owners and any other shares that it or its affiliates own in their own right in the same proportion as it votes shares for which it has received instructions. For purposes of the enclosed Combined

 

6

Prospectus/Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Target Portfolio) shall also be deemed to include holders of the Variable Contract.

Your vote is important regardless of the size of your holdings in a Target Portfolio. Whether or not you expect to attend the Special Meeting, please complete and sign the enclosed proxy card or voting instruction card and return it promptly in the enclosed envelope. You may also vote by telephone or over the Internet; please see pages [ ]-[ ] of the enclosed Combined Prospectus/Proxy Statement for details. If you vote by proxy and then desire to change your vote or vote in person, you may revoke your proxy at any time prior to the date the proxy or voting instruction is to be exercised in the manner described in the Combined Prospectus/Proxy Statement. Please refer to the section of the enclosed Combined Prospectus/Proxy Statement titled “Voting Information and Requirements—Manner of Voting” for more information.

 

[ ], 2026

 

7

SUBJECT TO COMPLETION DATED July 29, 2026

COMBINED PROSPECTUS/PROXY STATEMENT

DATED [ ], 2026

PROXY STATEMENT FOR

GUARDIAN VARIABLE PRODUCTS TRUST

Guardian Equity Income VIP Fund

Guardian Integrated Research VIP Fund

Guardian All Cap Core VIP Fund

Guardian Strategic Large Cap Core VIP Fund

Guardian Diversified Research VIP Fund

Guardian International Equity VIP Fund

Guardian Balanced Allocation VIP Fund

Guardian Total Return Bond VIP Fund

Guardian Core Plus Fixed Income VIP Fund

Guardian Large Cap Fundamental Growth VIP Fund

Guardian Small Cap Value Diversified VIP Fund

Guardian Multi-Sector Bond VIP Fund

Guardian Short Duration Bond VIP Fund

Guardian Growth & Income VIP Fund

Guardian Large Cap Disciplined Value VIP Fund

Guardian International Growth VIP Fund

Guardian Global Utilities VIP Fund

Guardian Large Cap Disciplined Growth VIP Fund

Guardian Core Fixed Income VIP Fund

Guardian U.S. Government/Credit VIP Fund

Guardian Small-Mid Cap Core VIP Fund

Guardian Select Mid Cap Core VIP Fund

Guardian Mid Cap Relative Value VIP Fund

Guardian Mid Cap Traditional Growth VIP Fund

10 Hudson Yards

New York, NY 10001

(212-598-8000)

PROSPECTUS FOR

SUNAMERICA SERIES TRUST

SA Franklin Systematic U.S. Large Cap Value Portfolio

SA Franklin Systematic U.S. Large Cap Core Portfolio

SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)

SA Index Allocation 60/40 Portfolio

SA JPMorgan MFS Core Bond Portfolio

SA MFS Large Cap Growth Portfolio

SA Franklin Small Company Value Portfolio

SA JPMorgan Ultra-Short Bond Portfolio

SA Franklin BW U.S. Large Cap Value Portfolio

SA Fidelity Institutional AM International Growth Portfolio

SA Large Cap Value Index Portfolio

SA Franklin Large Cap Disciplined Growth Portfolio

SA Franklin Core Fixed Income Portfolio

 

1

SA Franklin Core Fixed Income Portfolio

SA Franklin Mid Cap Core Portfolio

SEASONS SERIES TRUST

SA Multi-Managed Diversified Fixed Income Portfolio

5300 Memorial Drive, Suite 1150

Houston, Texas 77007

(800-858-8850)

This Combined Prospectus/Proxy Statement is furnished to you as a shareholder of the Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian All Cap Core VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian International Equity VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Core Plus Fixed Income VIP Fund, Guardian Large Cap Fundamental Growth VIP Fund, Guardian Small Cap Value Diversified VIP Fund, Guardian Multi-Sector Bond VIP Fund, Guardian Short Duration Bond VIP Fund, Guardian Growth & Income VIP Fund, Guardian Large Cap Disciplined Value VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and/or Guardian Mid Cap Traditional Growth VIP Fund, each a series of Guardian Variable Products Trust, a Delaware statutory trust (“GVPT”) (each, a “Target Portfolio” and collectively, the “Target Portfolios”).

A joint special meeting of shareholders of each of the Target Portfolios (with any postponements or adjournments thereof, the “Special Meeting”) will be held via teleconference on [November 13, 2026] at [ ] [a.m./p.m.], Eastern time, to consider the items that are listed below and discussed in greater detail elsewhere in this Combined Prospectus/Proxy Statement. Shareholders of record of each Target Portfolio at the close of business on [August 17, 2026] (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. This Combined Prospectus/Proxy Statement, proxy card/voting instruction card and accompanying Notice of Joint Special Meeting of Shareholders were first sent or given to shareholders of each Target Portfolio on or about [ ], 2026. The Board of Trustees of GVPT (the “Board of Trustees” or a “Board”) requests that shareholders vote their shares by completing and returning the enclosed proxy card or voting instruction card.

Requests to attend the Special Meeting must be received no later than [5:00 p.m.], Eastern time, [November 10], 2026. Instructions with regard to how to vote at the Special Meeting will be provided during the teleconference.

The shareholders of the applicable Target Portfolios are being asked to consider and vote upon one or more of the following proposals, as applicable:

 

1.

To approve an Agreement and Plan of Reorganization relating to the Guardian Equity Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Equity Income VIP Fund will transfer substantially all of its assets to the SA Franklin Systematic U.S. Large Cap Value Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Franklin Systematic U.S. Large Cap Value Portfolio of substantially all of the liabilities of the Guardian Equity Income VIP Fund and Class 1 shares of the SA Franklin Systematic U.S. Large Cap Value Portfolio, which shares will be distributed by the Guardian Equity Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Equity Income VIP Fund shareholders);

 

2(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Integrated Research VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Integrated Research VIP Fund will transfer substantially all of its assets to the SA Franklin Systematic U.S. Large Cap Core Portfolio (“SA Large Cap Core Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian Integrated Research VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian

 

2

Integrated Research VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Integrated Research VIP Fund shareholders);

 

2(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian All Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian All Cap Core VIP Fund will transfer substantially all of its assets to the SA Large Cap Core Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian All Cap Core VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian All Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian All Cap Core VIP Fund shareholders);

 

2(c).

To approve an Agreement and Plan of Reorganization relating to the Guardian Strategic Large Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Strategic Large Cap Core VIP Fund will transfer substantially all of its assets to the SA Large Cap Core Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian Strategic Large Cap Core VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian Strategic Large Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Strategic Large Cap Core VIP Fund shareholders);

 

2(d).

To approve an Agreement and Plan of Reorganization relating to the Guardian Diversified Research VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Diversified Research VIP Fund will transfer substantially all of its assets to the SA Large Cap Core Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Core Portfolio of substantially all of the liabilities of the Guardian Diversified Research VIP Fund and Class 3 shares of the SA Large Cap Core Portfolio, which shares will be distributed by the Guardian Diversified Research VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Diversified Research VIP Fund shareholders);

 

3.

To approve an Agreement and Plan of Reorganization relating to the Guardian International Equity VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian International Equity VIP Fund will transfer substantially all of its assets to the SA BlackRock Advantage International Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA BlackRock Advantage International Portfolio of substantially all of the liabilities of the Guardian International Equity VIP Fund and Class 3 shares of the SA BlackRock Advantage International Portfolio, which shares will be distributed by the Guardian International Equity VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian International Equity VIP Fund shareholders);

 

4.

To approve an Agreement and Plan of Reorganization relating to the Guardian Balanced Allocation VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Balanced Allocation VIP Fund will transfer substantially all of its assets to the SA Index Allocation 60/40 Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Index Allocation 60/40 Portfolio of substantially all of the liabilities of the Guardian Balanced Allocation VIP Fund and Class 3 shares of the SA Index Allocation 60/40 Portfolio, which shares will be distributed by the Guardian Balanced Allocation VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Balanced Allocation VIP Fund shareholders);

 

5(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Total Return Bond VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Total Return Bond VIP Fund will transfer substantially all of its assets to the SA JPMorgan MFS Core Bond Portfolio (“SA Core Bond Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Core Bond Portfolio of substantially all of the liabilities of the Guardian Total Return Bond VIP Fund and Class 3 shares of the SA Core Bond Portfolio, which shares will be distributed by the Guardian Total Return Bond VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Total Return Bond VIP Fund shareholders);

 

3

5(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian Core Plus Fixed Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Core Plus Fixed Income VIP Fund will transfer substantially all of its assets to the SA Core Bond Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Core Bond Portfolio of substantially all of the liabilities of the Guardian Core Plus Fixed Income VIP Fund and Class 3 shares of the SA Core Bond Portfolio, which shares will be distributed by the Guardian Core Plus Fixed Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Core Plus Fixed Income VIP Fund shareholders);

 

6.

To approve an Agreement and Plan of Reorganization relating to the Guardian Large Cap Fundamental Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Large Cap Fundamental Growth VIP Fund will transfer substantially all of its assets to the SA MFS Large Cap Growth Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA MFS Large Cap Growth Portfolio of substantially all of the liabilities of the Guardian Large Cap Fundamental Growth VIP Fund and Class 3 shares of the SA MFS Large Cap Growth Portfolio, which shares will be distributed by the Guardian Large Cap Fundamental Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Large Cap Fundamental Growth VIP Fund shareholders);

 

7.

To approve an Agreement and Plan of Reorganization relating to the Guardian Small Cap Value Diversified VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Small Cap Value Diversified VIP Fund will transfer substantially all of its assets to the SA Franklin Small Company Value Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Franklin Small Company Value Portfolio of substantially all of the liabilities of the Guardian Small Cap Value Diversified VIP Fund and Class 3 shares of the SA Franklin Small Company Value Portfolio, which shares will be distributed by the Guardian Small Cap Value Diversified VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Small Cap Value Diversified VIP Fund shareholders);

 

8.

To approve an Agreement and Plan of Reorganization relating to the Guardian Multi-Sector Bond VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Multi-Sector Bond VIP Fund will transfer substantially all of its assets to the SA Multi-Managed Diversified Fixed Income Portfolio, a series of Seasons Series Trust, in exchange for the assumption by the SA Multi-Managed Diversified Fixed Income Portfolio of substantially all of the liabilities of the Guardian Multi-Sector Bond VIP Fund and Class 3 shares of the SA Multi-Managed Diversified Fixed Income Portfolio, which shares will be distributed by the Guardian Multi-Sector Bond VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Multi-Sector Bond VIP Fund shareholders);

 

9.

To approve an Agreement and Plan of Reorganization relating to the Guardian Short Duration Bond VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Short Duration Bond VIP Fund will transfer substantially all of its assets to the SA JPMorgan Ultra-Short Bond Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA JPMorgan Ultra-Short Bond Portfolio of substantially all of the liabilities of the Guardian Short Duration Bond VIP Fund and Class 1 shares of the SA JPMorgan Ultra-Short Bond Portfolio, which shares will be distributed by the Guardian Short Duration Bond VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Short Duration Bond VIP Fund shareholders);

 

10(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Growth & Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Growth & Income VIP Fund will transfer substantially all of its assets to the SA Franklin BW U.S. Large Cap Value Portfolio (“SA Large Cap Value Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Value Portfolio of substantially all of the liabilities of the Guardian Growth & Income VIP Fund and Class 3 shares of the SA Large Cap Value Portfolio, which shares will be distributed by the Guardian Growth & Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Growth & Income VIP Fund shareholders);

 

10(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian Large Cap Disciplined Value VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Large Cap

 

4

Disciplined Value VIP Fund will transfer substantially all of its assets to the SA Large Cap Value Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Value Portfolio of substantially all of the liabilities of the Guardian Large Cap Disciplined Value VIP Fund and Class 3 shares of the SA Large Cap Value Portfolio, which shares will be distributed by the Guardian Large Cap Disciplined Value VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Large Cap Disciplined Value VIP Fund shareholders);

 

11.

To approve an Agreement and Plan of Reorganization relating to the Guardian International Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian International Growth VIP Fund will transfer substantially all of its assets to the SA Fidelity Institutional AM International Growth Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Fidelity Institutional AM International Growth Portfolio of substantially all of the liabilities of the Guardian International Growth VIP Fund and Class 3 shares of the SA Fidelity Institutional AM International Growth Portfolio, which shares will be distributed by the Guardian International Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian International Growth VIP Fund shareholders);

 

12.

To approve an Agreement and Plan of Reorganization relating to the Guardian Global Utilities VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Global Utilities VIP Fund will transfer substantially all of its assets to the SA Large Cap Value Index Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Large Cap Value Index Portfolio of substantially all of the liabilities of the Guardian Global Utilities VIP Fund and Class 3 shares of the SA Large Cap Value Index Portfolio, which shares will be distributed by the Guardian Global Utilities VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Global Utilities VIP Fund shareholders);

 

13.

To approve an Agreement and Plan of Reorganization relating to the Guardian Large Cap Disciplined Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Large Cap Disciplined Growth VIP Fund will transfer substantially all of its assets to the SA Franklin Large Cap Disciplined Growth Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Franklin Large Cap Disciplined Growth Portfolio of substantially all of the liabilities of the Guardian Large Cap Disciplined Growth VIP Fund and Class 3 shares of the SA Franklin Large Cap Disciplined Growth Portfolio, which shares will be distributed by the Guardian Large Cap Disciplined Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Large Cap Disciplined Growth VIP Fund shareholders);

 

14(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Core Fixed Income VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Core Fixed Income VIP Fund will transfer substantially all of its assets to the SA Franklin Core Fixed Income Portfolio (“SA Fixed Income Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Fixed Income Portfolio of substantially all of the liabilities of the Guardian Core Fixed Income VIP Fund and Class 1 shares of the SA Fixed Income Portfolio, which shares will be distributed by the Guardian Core Fixed Income VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Core Fixed Income VIP Fund shareholders);

 

14(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian U.S. Government/Credit VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian U.S. Government/Credit VIP Fund will transfer substantially all of its assets to the SA Fixed Income Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Fixed Income Portfolio of substantially all of the liabilities of the Guardian U.S. Government/Credit VIP Fund and Class 3 shares of the SA Fixed Income Portfolio, which shares will be distributed by the Guardian U.S. Government/Credit VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian U.S. Government/Credit VIP Fund shareholders);

 

15(a).

To approve an Agreement and Plan of Reorganization relating to the Guardian Small-Mid Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Small-Mid Cap Core VIP Fund will transfer substantially all of its assets to the SA Franklin Mid Cap Core Portfolio (“SA Mid

 

5

Cap Portfolio”), a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Small-Mid Cap Core VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Small-Mid Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Small-Mid Cap Core VIP Fund shareholders);

 

15(b).

To approve an Agreement and Plan of Reorganization relating to the Guardian Select Mid Cap Core VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Select Mid Cap Core VIP Fund will transfer substantially all of its assets to the SA Mid Cap Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Select Mid Cap Core VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Select Mid Cap Core VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Select Mid Cap Core VIP Fund shareholders);

 

15(c).

To approve an Agreement and Plan of Reorganization relating to the Guardian Mid Cap Relative Value VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Mid Cap Relative Value VIP Fund will transfer substantially all of its assets to the SA Mid Cap Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Mid Cap Relative Value VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Mid Cap Relative Value VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Mid Cap Relative Value VIP Fund shareholders);

 

15(d).

To approve an Agreement and Plan of Reorganization relating to the Guardian Mid Cap Traditional Growth VIP Fund, a series of Guardian Variable Products Trust, pursuant to which the Guardian Mid Cap Traditional Growth VIP Fund will transfer substantially all of its assets to the SA Mid Cap Portfolio, a series of SunAmerica Series Trust, in exchange for the assumption by the SA Mid Cap Portfolio of substantially all of the liabilities of the Guardian Mid Cap Traditional Growth VIP Fund and Class 3 shares of the SA Mid Cap Portfolio, which shares will be distributed by the Guardian Mid Cap Traditional Growth VIP Fund to the holders of its shares in complete liquidation thereof (to be voted on by Guardian Mid Cap Traditional Growth VIP Fund shareholders);

 

16.	To transact such other business as may properly be presented at the Special Meeting or any adjournment or postponement thereof.

Although you are not directly a shareholder of any Target Portfolio, as the owner of a variable annuity contract or a variable life insurance policy (a “Variable Contract,” the owners of which are referred to as “Contract Owners”) issued by The Guardian Insurance & Annuity Company, Inc. (“GIAC”), you have the right to instruct GIAC how to vote shares of each Target Portfolio attributable to your Variable Contract at the Special Meeting. GIAC, through the separate accounts, is the record owner of the Target Portfolios’ shares and will vote the shares of the Target Portfolios at the Special Meeting. For convenience we refer to Contract Owners as “shareholders.”

The Board of Trustees of GVPT (“GVPT Board”) has approved the reorganization (“Reorganization”) with respect to each Target Portfolio by which the Target Portfolio, a separate series of GVPT, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), would be reorganized with and into the corresponding Acquiring Portfolio, a separate series of SAST or SST, as applicable, each a Massachusetts business trust that is an open-end management investment company registered under the 1940 Act.

The investment objective of each Target Portfolio and each corresponding Acquiring Portfolio is substantially similar or similar, with the exception of each of the Guardian Global Utilities VIP Fund and Guardian Equity Income VIP Fund and its corresponding Acquiring Portfolio, as described below.

 

6

Target Portfolio		Target Portfolio Investment Objective		Acquiring Portfolio		Acquiring Portfolio Investment Objective
Guardian Equity Income VIP Fund		The Fund seeks a high level of current income consistent with growth of capital.		SA Franklin Systematic U.S. Large Cap Value Portfolio		The Portfolio’s investment goal is long-term capital appreciation.
Guardian Integrated Research VIP Fund		The Fund seeks capital appreciation.		SA Franklin Systematic U.S. Large Cap Core Portfolio		The Portfolio’s investment goal is long-term capital appreciation.
Guardian All Cap Core VIP Fund		The Fund seeks capital appreciation.
Guardian Strategic Large Cap Core VIP Fund		The Fund seeks capital appreciation.
Guardian Diversified Research VIP Fund		The Fund seeks capital appreciation.
Guardian International Equity VIP Fund		The Fund seeks long-term capital appreciation.		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)		The Portfolio’s investment goal is long-term capital appreciation.
Guardian Balanced Allocation VIP Fund		The Fund seeks to provide capital appreciation and moderate current income while seeking to manage volatility.		SA Index Allocation 60/40 Portfolio		The Portfolio’s investment goals are growth of capital and, secondarily, current income.
Guardian Total Return Bond VIP Fund		The Fund seeks total return with an emphasis on high current income as well as capital appreciation.		SA JPMorgan MFS Core Bond Portfolio		The Portfolio’s investment goal is maximum total return, consistent with preservation of capital and prudent investment management.
Guardian Core Plus Fixed Income VIP Fund		The Fund seeks income and capital appreciation to produce a high total return.
Guardian Large Cap Fundamental Growth VIP Fund		The Fund seeks long-term growth of capital.		SA MFS Large Cap Growth Portfolio		The Portfolio’s investment goal is capital appreciation.
Guardian Small Cap Value Diversified VIP Fund		The Fund seeks capital appreciation.		SA Franklin Small Company Value Portfolio		The Portfolio’s investment goal is long-term growth of capital.
Guardian Multi-Sector Bond VIP Fund		The Fund seeks to provide a high current income with a secondary objective of capital appreciation.		SA Multi-Managed Diversified Fixed Income Portfolio		The Portfolio’s investment goal is relatively high current income and secondarily capital appreciation.

 

7

Target Portfolio		Target Portfolio Investment Objective		Acquiring Portfolio		Acquiring Portfolio Investment Objective
Guardian Short Duration Bond VIP Fund		The Fund seeks to preserve principal and meet liquidity needs while maximizing total return.		SA JPMorgan Ultra-Short Bond Portfolio		The Portfolio’s investment goal is current income consistent with liquidity and preservation of capital.
Guardian Growth & Income VIP Fund		The Fund seeks long-term growth of capital.		SA Franklin BW U.S. Large Cap Value Portfolio		The Portfolio’s investment goal is growth of capital.
Guardian Large Cap Disciplined Value VIP Fund		The Fund seeks to provide long-term growth of capital primarily through investment in equity securities. Current income is a secondary objective.
Guardian International Growth VIP Fund		The Fund seeks total return consisting of long-term capital growth and current income.		SA Fidelity Institutional AM International Growth Portfolio		The Portfolio’s investment goal is to seek long-term growth of capital.
Guardian Global Utilities VIP Fund		The Fund seeks total return.		SA Large Cap Value Index Portfolio		The Portfolio’s investment goal is investment results that correspond with the performance of the S&P 500® Value Index.
Guardian Large Cap Disciplined Growth VIP Fund		The Fund seeks to maximize long-term growth.		SA Franklin Large Cap Disciplined Growth Portfolio		The Portfolio’s investment goal is to provide long-term capital growth.
Guardian Core Fixed Income VIP Fund		The Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal.		SA Franklin Core Fixed Income Portfolio		The Portfolio’s investment goal is to maximize total return consistent with prudent risk.
Guardian U.S. Government/Credit VIP Fund		The Fund seeks total return with an emphasis on current income as well as capital appreciation.
Guardian Small-Mid Cap Core VIP Fund		The Fund seeks capital appreciation.		SA Franklin Mid Cap Core Portfolio		The Portfolio’s investment goal is to provide long-term capital growth.
Guardian Select Mid Cap Core VIP Fund		The Fund seeks long term growth of capital.
Guardian Mid Cap Relative Value VIP Fund		The Fund seeks long-term capital appreciation.
Guardian Mid Cap Traditional Growth VIP Fund		The Fund seeks long-term growth of capital.

Each Acquiring Portfolio has certain strategies that are similar to those of each of the corresponding Target Portfolio(s). Certain Target Portfolios and their corresponding Acquiring Portfolios, however, employ certain differing investment strategies to seek to achieve their respective objectives, as discussed in more detail below. For more

 

8

information on each Target Portfolio’s and each Acquiring Portfolio’s investment strategies see “Summary – Investment Objectives and Principal Investment Strategies” below.

If a Target Portfolio’s shareholders approve the Reorganization relating to their Target Portfolio and certain other conditions in the Reorganization Agreement are met, the Target Portfolio will transfer substantially all of its assets to the corresponding Acquiring Portfolio. Although the Reorganization Agreement provides that each Reorganization is contingent on the consummation of each other Reorganization, SunAmerica Asset Management, LLC (“SunAmerica”) and Park Avenue Institutional Advisers LLC (“Park Avenue”) may determine, in their discretion, to waive these contingencies and proceed with a Reorganization regardless of whether any other Reorganization is consummated. Accordingly, if shareholders of one Target Portfolio approve the Reorganization relating to their Target Portfolio, their Target Portfolio may be reorganized, even if shareholders of one or more of the other Target Portfolios do not approve the Reorganization relating to their Target Portfolio. Conversely, if shareholders of one Target Portfolio approve the Reorganization relating to their Target Portfolio, their Target Portfolio may not be reorganized if shareholders of one or more of the other Target Portfolios do not approve the Reorganization relating to their Target Portfolio.

Each Acquiring Portfolio will assume certain of the respective liabilities of the corresponding Target Portfolio and will issue Class 1 or Class 3 shares, as applicable, to the Target Portfolio in an amount equal to the aggregate net asset value of the outstanding shares of the Target Portfolio. Immediately thereafter, each Target Portfolio will distribute these shares of the corresponding Acquiring Portfolio to its shareholders. After distributing these shares, the Target Portfolio will be terminated as a series of GVPT. The aggregate net asset value of the Acquiring Portfolio shares received in a Reorganization will equal the aggregate net asset value of the applicable Target Portfolio shares held by Target Portfolio shareholders immediately prior to the closing of the Reorganization. As a result of each Reorganization, however, a shareholder of the Target Portfolio (other than the Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund) will represent a smaller percentage of ownership in the combined portfolio than the shares held by those in the Target Portfolio prior to the Reorganization. The number of shares in which a Contract Owner is entitled to provide voting instructions will be determined by dividing his or her Variable Contract value allocated to the Target Portfolio on the Record Date by the share value of such Target Portfolio on the Record Date.

This Combined Prospectus/Proxy Statement sets forth concisely the information shareholders of each Target Portfolio should know before voting on the Reorganization relating to their Target Portfolio and constitutes an offering of Class 1 and/or Class 3 shares of the corresponding Acquiring Portfolio only. Please read it carefully and retain it for future reference.

The following documents containing additional information about the Portfolios, each having been filed with the Securities and Exchange Commission (the “SEC”), are incorporated by reference into (legally considered to be part of) this Combined Prospectus/Proxy Statement:

 

•

the Statement of Additional Information dated [ ], 2026 (Securities Act File No. [ ]) (the “Reorganization SAI”), relating to this Combined Prospectus/Proxy Statement;

 

•

the Prospectuses and Statement of Additional Information of the Target Portfolios, each dated May 1, 2026 (SEC Accession No. 0001104659-26-050270);

 

•

the Prospectuses and Statement of Additional Information of the Acquiring Portfolios (other than SA Multi-Managed Diversified Fixed Income Portfolio, SA Franklin Large Cap Disciplined Growth Portfolio, SA Franklin Core Fixed Income Portfolio, and SA Franklin Mid Cap Core Portfolio), each dated May 1, 2026 (SEC Accession No. 0001193125-26-182445);

 

•

the Prospectus and Statement of Additional Information of the SA Multi-Managed Diversified Fixed Income Portfolio, dated July 29, 2026 (SEC Accession No. 0001193125-26-317881);

 

•

Annual Reports to shareholders of the Target Portfolios for the period ended December 31, 2025 (Accession Number 0001193125-26-095292);

 

9

•

Annual Reports to shareholders of the Acquiring Portfolios (other than SA Multi-Managed Diversified Fixed Income Portfolio, SA Franklin Large Cap Disciplined Growth Portfolio, SA Franklin Core Fixed Income Portfolio, and SA Franklin Mid Cap Core Portfolio) for the period ended January 31, 2026 (Accession Number 0001193125-26-150593);

 

•

Annual Report to shareholders of the SA Multi-Managed Diversified Fixed Income Portfolio for the period ended March 31, 2026 (Accession Number 0001193125-26-261220); and

Except as otherwise described herein, the policies and procedures set forth herein relating to the shares of each Acquiring Portfolio will apply to the Class 1 and/or Class 3 shares to be issued by an Acquiring Portfolio in connection with each Reorganization.

These documents are on file with the SEC. Each of the Portfolios is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), and in accordance therewith, files reports and other information, including proxy materials, with the SEC.

Copies of the foregoing and any more recent reports filed after the date hereof may be obtained without charge:

For the Acquiring Portfolios:

 

For the Target Portfolios:

 

By Mail:

Owners of variable life insurance policies:

The Guardian Insurance & Annuity Company, Inc.

Individual Markets

P. O. Box 981588

El Paso, TX 79998-1592

Owners of variable annuity contracts:

Talcott Resolution - Annuity Service Operations

P.O. Box 14293

Lexington, KY 40512-4293

By Internet:   https://guardianvpt.onlineprospectus.net/GuardianVPT/Prospectuses/

If you wish to request the Reorganization SAI, please ask for the “Reorganization SAI.”

You also may view or obtain these documents from the SEC:

 

10

The GVPT Board knows of no business other than that discussed above that will be presented for consideration at the Special Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their discretion.

No person has been authorized to give any information or make any representation not contained in this Combined Prospectus/Proxy Statement and, if so given or made, such information or representation must not be relied upon as having been authorized. This Combined Prospectus/Proxy Statement does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

Neither the SEC nor any state regulator has approved or disapproved of these securities or passed upon the adequacy of this Combined Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

 

11

TABLE OF CONTENTS

 

		Page
SUMMARY			14
Background and Reasons for the Proposed Reorganizations			19
Investment Objectives and Principal Investment Strategies			22
Fees and Expenses			24
Principal Investment Risks			25
Federal Tax Consequences			26
Purchase, Redemption, and Valuation of Shares			27
COMPARISON OF THE PORTFOLIOS			27
Principal and Non-Principal Investment Risks			27
Fundamental and Non-Fundamental Investment Restrictions			28
Performance Information			28
Management of the Portfolios			29
Investment Advisory and Management Agreement			36
Service Providers			46
Distribution and Service Fees			46
Dividend Policies and Taxes			47
Purchase, Redemption, and Valuation of Shares			48
Frequent Purchases and Redemptions of Shares			51
Payments in Connection with Distribution			53
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS			53
Purchases and Sales of Portfolio Shares			53
Tax Information			53
Payments to Broker-Dealers and Other Financial Intermediaries			54
FINANCIAL HIGHLIGHTS			54
INFORMATION ABOUT THE REORGANIZATIONS			72
General			72
Terms of the Reorganization Agreement			72
Asset Purchase Agreement among Park Avenue, GIAC, and SunAmerica and Revenue Allocation Agreement			73
Reasons for the Reorganizations			74
GVPT Board Considerations			74
Material U.S. Federal Income Tax Consequences of the Reorganizations			77
Expenses of the Reorganizations			79
Legal Matters			79
OTHER INFORMATION			79
Capitalization			79
Shareholder Information			88
Shareholder Rights and Obligations			96
Shareholder Proposals			100
Solicitation of Proxies			100
VOTING INFORMATION AND REQUIREMENTS			100
General			100
Shareholder Approval			101
Manner of Voting			102

 

12

APPENDIX A PROPOSAL 1 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			A-1
APPENDIX B PROPOSALS 2(A)-(D) COMPARISON OF TARGET PORTFOLIOS AND ACQUIRING PORTFOLIO			B-1
APPENDIX C PROPOSAL 3 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			C-1
APPENDIX D PROPOSAL 4 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			D-1
APPENDIX E PROPOSALS 5(A)-(B) COMPARISON OF TARGET PORTFOLIOS AND ACQUIRING PORTFOLIO			E-1
APPENDIX F PROPOSAL 6 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			F-1
APPENDIX G PROPOSAL 7 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			G-1
APPENDIX H PROPOSAL 8 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			H-1
APPENDIX I PROPOSAL 9 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			I-1
APPENDIX J PROPOSALS 10(A)-(B) COMPARISON OF TARGET PORTFOLIOS AND ACQUIRING PORTFOLIO			J-1
APPENDIX K PROPOSAL 11 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			K-1
APPENDIX L PROPOSAL 12 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			L-1
APPENDIX M PROPOSAL 13 COMPARISON OF TARGET PORTFOLIO AND ACQUIRING PORTFOLIO			M-1
APPENDIX N PROPOSALS 14(A)-(B) COMPARISON OF TARGET PORTFOLIOS AND ACQUIRING PORTFOLIO			N-1
APPENDIX O PROPOSALS 15(A)-(D) COMPARISON OF TARGET PORTFOLIOS AND ACQUIRING PORTFOLIO			O-1
APPENDIX P FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT RESTRICTIONS			P-1
APPENDIX Q ADDITIONAL INFORMATION ABOUT ACQUIRING PORTFOLIO INVESTMENT STRATEGIES			Q-1
APPENDIX R SUMMARY OF TARGET PORTFOLIO NON-PRINCIPAL INVESTMENT RISKS			R-1
APPENDIX S FORM OF AGREEMENT AND PLAN OF REORGANIZATION			S-1

 

13

SUMMARY

The following is a summary of certain information contained elsewhere in this Combined Prospectus/Proxy Statement and is qualified in its entirety by reference to the more complete information contained herein. Shareholders should read the entire Combined Prospectus/Proxy Statement carefully.

Each of GVPT, SAST, and SST is an open-end management investment company registered with the SEC. Each Target Portfolio is a separate series of GVPT, and each Acquiring Portfolio is a separate series of SAST or SST, as applicable.

The investment objective of each Target Portfolio and each corresponding Acquiring Portfolio is substantially similar or similar, with the exception of each of the Guardian Global Utilities VIP Fund and Guardian Equity Income VIP Fund and its corresponding Acquiring Portfolio, as detailed in the following table:

 

Target Portfolio		Target Portfolio Investment Objective		Acquiring Portfolio		Acquiring Portfolio Investment Objective
Guardian Equity Income VIP Fund		The Fund seeks a high level of current income consistent with growth of capital.		SA Franklin Systematic U.S. Large Cap Value Portfolio		The Portfolio’s investment goal is long-term capital appreciation.
Guardian Integrated Research VIP Fund		The Fund seeks capital appreciation.		SA Franklin Systematic U.S. Large Cap Core Portfolio		The Portfolio’s investment goal is long-term capital appreciation.
Guardian All Cap Core VIP Fund		The Fund seeks capital appreciation.
Guardian Strategic Large Cap Core VIP Fund		The Fund seeks capital appreciation.
Guardian Diversified Research VIP Fund		The Fund seeks capital appreciation.
Guardian International Equity VIP Fund		The Fund seeks long-term capital appreciation.		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)		The Portfolio’s investment goal is long-term capital appreciation.
Guardian Balanced Allocation VIP Fund		The Fund seeks to provide capital appreciation and moderate current income while seeking to manage volatility.		SA Index Allocation 60/40 Portfolio		The Portfolio’s investment goals are growth of capital and, secondarily, current income.
Guardian Total Return Bond VIP Fund		The Fund seeks total return with an emphasis on high current income as well as capital appreciation.		SA JPMorgan MFS Core Bond Portfolio		The Portfolio’s investment goal is maximum total return, consistent with preservation of capital and prudent investment management.
Guardian Core Plus Fixed Income VIP Fund		The Fund seeks income and capital appreciation to produce a high total return.

 

14

Target Portfolio		Target Portfolio Investment Objective		Acquiring Portfolio		Acquiring Portfolio Investment Objective
Guardian Large Cap Fundamental Growth VIP Fund		The Fund seeks long-term growth of capital.		SA MFS Large Cap Growth Portfolio		The Portfolio’s investment goal is capital appreciation.
Guardian Small Cap Value Diversified VIP Fund		The Fund seeks capital appreciation.		SA Franklin Small Company Value Portfolio		The Portfolio’s investment goal is long-term growth of capital.
Guardian Multi-Sector Bond VIP Fund		The Fund seeks to provide a high current income with a secondary objective of capital appreciation.		SA Multi-Managed Diversified Fixed Income Portfolio		The Portfolio’s investment goal is relatively high current income and secondarily capital appreciation.
Guardian Short Duration Bond VIP Fund		The Fund seeks to preserve principal and meet liquidity needs while maximizing total return.		SA JPMorgan Ultra-Short Bond Portfolio		The Portfolio’s investment goal is current income consistent with liquidity and preservation of capital.
Guardian Growth & Income VIP Fund		The Fund seeks long-term growth of capital.		SA Franklin BW U.S. Large Cap Value Portfolio		The Portfolio’s investment goal is growth of capital.
Guardian Large Cap Disciplined Value VIP Fund		The Fund seeks to provide long-term growth of capital primarily through investment in equity securities. Current income is a secondary objective.
Guardian International Growth VIP Fund		The Fund seeks total return consisting of long-term capital growth and current income.		SA Fidelity Institutional AM International Growth Portfolio		The Portfolio’s investment goal is to seek long-term growth of capital.
Guardian Global Utilities VIP Fund		The Fund seeks total return.		SA Large Cap Value Index Portfolio		The Portfolio’s investment goal is investment results that correspond with the performance of the S&P 500® Value Index.
Guardian Large Cap Disciplined Growth VIP Fund		The Fund seeks to maximize long-term growth.		SA Franklin Large Cap Disciplined Growth Portfolio		The Portfolio’s investment goal is to provide long-term capital growth.
Guardian Core Fixed Income VIP Fund		The Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal.		SA Franklin Core Fixed Income Portfolio		The Portfolio’s investment goal is to maximize total return consistent with prudent risk.
Guardian U.S. Government/Credit VIP Fund		The Fund seeks total return with an emphasis on current income as well as capital appreciation.

 

15

Target Portfolio		Target Portfolio Investment Objective		Acquiring Portfolio		Acquiring Portfolio Investment Objective
Guardian Small-Mid Cap Core VIP Fund		The Fund seeks capital appreciation.		SA Franklin Mid Cap Core Portfolio		The Portfolio’s investment goal is to provide long-term capital growth.
Guardian Select Mid Cap Core VIP Fund		The Fund seeks long term growth of capital.
Guardian Mid Cap Relative Value VIP Fund		The Fund seeks long-term capital appreciation.
Guardian Mid Cap Traditional Growth VIP Fund		The Fund seeks long-term growth of capital.

Park Avenue serves as investment manager to each Target Portfolio. SunAmerica serves as investment adviser and manager to each Acquiring Portfolio and will serve as investment adviser and manager to each Acquiring Portfolio once the Reorganizations are completed. SunAmerica selects the subadvisers for the Acquiring Portfolios, manages the investments for certain of the Acquiring Portfolios, oversees the subadvisers’ management of certain Acquiring Portfolios, provides various administrative services, and supervises the daily business affairs of each Acquiring Portfolio. SunAmerica is a limited liability company organized under the laws of Delaware, and managed, advised, or administered assets in excess of $42.2 billion as of June 30, 2026. SunAmerica is a wholly-owned subsidiary of Venerable Holdings, Inc., and is located at One World Trade Center, Suite J, 49th Floor, New York, NY 10007.

The subadvisers and sub-subadvisers, as applicable, for each Target Portfolio and its corresponding Acquiring Portfolio are listed below. It is anticipated that each Acquiring Portfolio’s subadviser(s) will continue to serve as subadviser(s) to such Acquiring Portfolio following the completion of the Reorganization(s).

 

Target Portfolio		Target Portfolio Subadviser/Sub- subadviser		Acquiring Portfolio		Acquiring Portfolio Subadviser(s)
Guardian Equity Income VIP Fund		Wellington Management Company LLP		SA Franklin Systematic U.S. Large Cap Value Portfolio		Franklin Advisers, Inc.
Guardian Integrated Research VIP Fund		Wellington Management Company LLP		SA Franklin Systematic U.S. Large Cap Core Portfolio		Franklin Advisers, Inc.
Guardian All Cap Core VIP Fund		Massachusetts Financial Services Company
Guardian Strategic Large Cap Core VIP Fund		AllianceBernstein L.P.
Guardian Diversified Research VIP Fund		Putnam Investment Management, LLC
Guardian International Equity VIP Fund		Subadviser: Schroder Investment Management North America Inc.   Sub-subadviser: Schroder Investment Management North America Limited		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)		BlackRock Investment Management, LLC
Guardian Balanced Allocation VIP Fund		Wellington Management Company LLP		SA Index Allocation 60/40 Portfolio		N/A

 

16

Target Portfolio		Target Portfolio Subadviser/Sub- subadviser		Acquiring Portfolio		Acquiring Portfolio Subadviser(s)
Guardian Total Return Bond VIP Fund		Massachusetts Financial Services Company		SA JPMorgan MFS Core Bond Portfolio		J.P. Morgan Investment Management Inc.; Massachusetts Financial Services Company
Guardian Core Plus Fixed Income VIP Fund		Lord, Abbett & Co. LLC
Guardian Large Cap Fundamental Growth VIP Fund		FIAM LLC		SA MFS Large Cap Growth Portfolio		Massachusetts Financial Services Company
Guardian Small Cap Value Diversified VIP Fund		Boston Partners Global Investors, Inc.		SA Franklin Small Company Value Portfolio		Franklin Mutual Advisers, LLC
Guardian Multi-Sector Bond VIP Fund		Janus Henderson Investors US LLC		SA Multi-Managed Diversified Fixed Income Portfolio		PineBridge Investments LLC; Wellington Management Company LLP
Guardian Short Duration Bond VIP Fund		Allspring Global Investments, LLC		SA JPMorgan Ultra-Short Bond Portfolio		J.P. Morgan Investment Management Inc.
Guardian Growth & Income VIP Fund		AllianceBernstein L.P.		SA Franklin BW U.S. Large Cap Value Portfolio		Brandywine Global Investment Management, LLC
Guardian Large Cap Disciplined Value VIP Fund		Boston Partners Global Investors, Inc.
Guardian International Growth VIP Fund		J.P. Morgan Investment Management Inc.		SA Fidelity Institutional AM International Growth Portfolio		FIAM LLC
Guardian Global Utilities VIP Fund		Wellington Management Company LLP		SA Large Cap Value Index Portfolio		BlackRock Investment Management, LLC
Guardian Large Cap Disciplined Growth VIP Fund		Wellington Management Company LLP		SA Franklin Large Cap Disciplined Growth Portfolio		Franklin Advisers, Inc.; Putnam Investment Management, LLC; ClearBridge Investments, LLC
Guardian Core Fixed Income VIP Fund		FIAM LLC		SA Franklin Core Fixed Income Portfolio		Franklin Advisers, Inc.
Guardian U.S. Government/Credit VIP Fund		Lord, Abbett & Co. LLC
Guardian Small-Mid Cap Core VIP Fund		FIAM LLC		SA Franklin Mid Cap Core Portfolio		Franklin Advisers, Inc.; Brandywine Global Investment Management, LLC; ClearBridge Investments, LLC
Guardian Select Mid Cap Core VIP Fund		FIAM LLC
Guardian Mid Cap Relative Value VIP Fund		Allspring Global Investments, LLC

 

17

Target Portfolio		Target Portfolio Subadviser/Sub- subadviser		Acquiring Portfolio		Acquiring Portfolio Subadviser(s)
Guardian Mid Cap Traditional Growth VIP Fund		Janus Henderson Investors US LLC

Although each Target Portfolio’s principal investment strategies are similar to those of the Acquiring Portfolio (other than the strategies of Guardian Balanced Allocation VIP Fund and its corresponding Acquiring Portfolio, which are different in several material respects), there are certain key differences, as outlined in the following appendices under “Comparison of Principal Investment Strategies”:

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

The GVPT Board, including the Trustees who are not “interested persons” of GVPT (as defined in the 1940 Act) (the “Independent Trustees”), has unanimously approved each applicable Reorganization, on behalf of each Target Portfolio. Subject to approval by the relevant Target Portfolio shareholders, each Reorganization provides for:

 

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•

the transfer of substantially all the assets of the relevant Target Portfolio to the corresponding Acquiring Portfolio in exchange for the assumption by the Acquiring Portfolio of substantially all of the liabilities of the relevant Target Portfolio and Class 1 or Class 3 shares of the corresponding Acquiring Portfolio, as applicable, having an aggregate net asset value equal to the aggregate net asset value of the shares of the relevant Target Portfolio;

 

•

the distribution of such Class 1 or Class 3 shares of the Acquiring Portfolio, as applicable, to the relevant Target Portfolio’s shareholders; and

 

•

the termination of the relevant Target Portfolio as a series of GVPT.

If a proposed Reorganization is approved by shareholders and completed, the Target Portfolio’s shareholders would hold Class 1 or Class 3 shares of the Acquiring Portfolio, as applicable, with an aggregate net asset value equal to the aggregate net asset value of Target Portfolio shares owned immediately prior to the closing of the Reorganization. Shareholders of each Target Portfolio other than Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund would hold Class 3 shares of the corresponding Acquiring Portfolio and shareholders of each of the Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund would hold Class 1 shares of the corresponding Acquiring Portfolio if the proposed Reorganizations are approved by shareholders and completed.

Background and Reasons for the Proposed Reorganizations

Park Avenue has made a strategic decision to exit the business of serving as investment manager to GVPT and has concluded that continuing to operate the Target Portfolios in their current state is not in the best interests of the Target Portfolios or their shareholders.

Park Avenue has concluded that the Target Portfolios have little prospect for growth in their current state and thus no prospect of achieving or maintaining the scale needed to be viable. After exploring a number of alternatives, including reorganizations with other funds and liquidation, Park Avenue determined that SunAmerica has the investment management, operational, and financial capabilities and resources to manage the Acquiring Portfolios, including investment methodologies that Park Avenue believes could deliver strong investment performance over time for shareholders. Park Avenue recommended to the GVPT Board, and the GVPT Board approved, subject to shareholder approval, each Reorganization.

In proposing the Reorganizations, Park Avenue has, among other things, considered the performance history, fee and expense structure, level of assets, and future prospects for growth of the Acquiring Portfolios. In addition, Park Avenue is proposing the Reorganizations to combine the Target Portfolios with corresponding funds within the SunAmerica fund complex and has concluded that the Reorganizations would be in the best interests of the Target Portfolios.

In connection with the Reorganizations, GIAC will enter into a participation agreement with SunAmerica, SAST, and SST to make the Acquiring Portfolios available as investment options for GIAC’s Variable Contracts, which will enable you to continue your investment in the affected Variable Contracts without interruption or cost to you.

Park Avenue, GIAC, and SunAmerica have also entered into a Master Transaction Agreement (the “Master Transaction Agreement”) pursuant to which SunAmerica has agreed to pay Park Avenue a one-time cash payment as consideration for the transfer of certain assets related to Park Avenue’s business of providing investment management services to the Target Portfolios. The completion of this transaction and each Reorganization is subject to certain conditions, including the consummation of each Reorganization, which can be waived upon agreement by Park Avenue and SunAmerica. SunAmerica will also enter into a Revenue Allocation Agreement with GIAC (the “Revenue Allocation Agreement”) pursuant to which SunAmerica will pay GIAC an ongoing revenue allocation based on the average net assets of each Acquiring Portfolio available through a GIAC separate account. Please see “Asset Purchase Agreement among Park Avenue, GIAC, and SunAmerica and Revenue Allocation Agreement” below for more information regarding these arrangements.

Each Acquiring Portfolio, following completion of one or more of its Reorganizations, may be referred to as the “Combined Portfolio” in this Combined Prospectus/Proxy Statement and collectively as the “Combined Portfolios.”

 

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The management fees payable by each Target Portfolio and each corresponding Acquiring Portfolio (including on a pro forma basis after the Reorganization) are shown below.

Following each Reorganization (other than the Reorganization of Guardian Integrated Research VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund), the management fee payable by the Combined Portfolio is expected to be higher than the management fee payable by each corresponding Target Portfolio. Additional information regarding the management fee schedule for each Portfolio based on each Portfolio’s average daily net assets can be found under “Investment Advisory and Management Agreement.”

 

Target Portfolio		Target Portfolio Management Fee (% of average daily net assets)		Acquiring Portfolio		Acquiring Portfolio Management Fee (% of average daily net assets)		Pro Forma Combined Portfolio Management Fee (% of average daily net assets)
Guardian Equity Income VIP Fund		0.50%		SA Franklin Systematic U.S. Large Cap Value Portfolio		0.60%		0.60%
Guardian Integrated Research VIP Fund		0.48%		SA Franklin Systematic U.S. Large Cap Core Portfolio		0.48%		0.45%
Guardian All Cap Core VIP Fund		0.44%
Guardian Strategic Large Cap Core VIP Fund		0.55%
Guardian Diversified Research VIP Fund		0.60%
Guardian International Equity VIP Fund		0.77%		SA BlackRock Advantage International Portfolio		0.84%		0.82%
Guardian Balanced Allocation VIP Fund		0.48%		SA Index Allocation 60/40 Portfolio		0.10%		0.10%
Guardian Total Return Bond VIP Fund		0.45%		SA JPMorgan MFS Core Bond Portfolio		0.60%		0.60%
Guardian Core Plus Fixed Income VIP Fund		0.45%
Guardian Large Cap Fundamental Growth VIP Fund		0.60%		SA MFS Large Cap Growth Portfolio		0.65%		0.64%
Guardian Small Cap Value Diversified VIP Fund		0.69%		SA Franklin Small Company Value Portfolio		0.98%		0.96%
Guardian Multi-Sector Bond VIP Fund		0.52%		SA Multi-Managed Diversified Fixed Income Portfolio		0.64%		0.64%
Guardian Short Duration Bond VIP Fund		0.45%		SA JPMorgan Ultra-Short Bond Portfolio		0.46%		0.46%

 

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Target Portfolio		Target Portfolio Management Fee (% of average daily net assets)		Acquiring Portfolio		Acquiring Portfolio Management Fee (% of average daily net assets)		Pro Forma Combined Portfolio Management Fee (% of average daily net assets)
Guardian Growth & Income VIP Fund		0.65%		SA Franklin BW U.S. Large Cap Value Portfolio		0.72%		0.72%
Guardian Large Cap Disciplined Value VIP Fund		0.65%
Guardian International Growth VIP Fund		0.80%		SA Fidelity Institutional AM International Growth Portfolio		0.77%		0.76%
Guardian Global Utilities VIP Fund		0.73%		SA Large Cap Value Index Portfolio		0.30%		0.30%
Guardian Large Cap Disciplined Growth VIP Fund		0.58%		SA Franklin Large Cap Disciplined Growth Portfolio		0.68%		0.68%
Guardian Core Fixed Income VIP Fund		0.44%		SA Franklin Core Fixed Income Portfolio		0.55%		0.55%
Guardian U.S. Government/Credit VIP Fund		0.47%
Guardian Small-Mid Cap Core VIP Fund		0.64%		SA Franklin Mid Cap Core Portfolio		0.76%		0.76%
Guardian Select Mid Cap Core VIP Fund		0.53%
Guardian Mid Cap Relative Value VIP Fund		0.72%
Guardian Mid Cap Traditional Growth VIP Fund		0.80%

Pursuant to an Expense Limitation Agreement, Park Avenue has contractually agreed to waive certain fees and/or reimburse certain expenses of each Target Portfolio through April 30, 2027, so that the total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses) of the Target Portfolio does not exceed certain limits. The expiration date of the Expense Limitation Agreement and the recoupment right of Park Avenue for certain Target Portfolios is subject to a condition of an order of exemption from the SEC (i.e., for the life of the affected Variable Contracts), but in no event will the expense limitation expire for any such Target Portfolio prior to April 30, 2027. The Expense Limitation Agreements for the Target Portfolios are discussed further in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

Pursuant to Expense Limitation Agreements, SunAmerica has contractually agreed to waive its fees and/or reimburse the expenses of certain Acquiring Portfolios through April 30, 2029, so that each Acquiring Portfolio’s Total Annual Portfolio Operating Expenses do not exceed certain limits. The Expense Limitation Agreements for the Acquiring

 

21

Portfolios are discussed further in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

Following each Reorganization, the total annual fund operating expenses after fee waiver and/or expense reimbursement (i.e., the net expenses) of the applicable class of each Acquiring Portfolio is expected to be the same as or lower than the net expenses of the corresponding Target Portfolio for at least two years following the closing of the Reorganization, after excluding expenses due to estimated acquired fund fees and expenses and interest expenses. Each Acquiring Portfolio (other than the SA MFS Large Cap Growth Portfolio, SA Franklin Systematic US Large Cap Core Portfolio and SA Multi-Managed Diversified Fixed Income Portfolio) will be subject to an Expense Limitation Agreement expiring April 30, 2029. The SA Multi-Managed Diversified Fixed Income Portfolio will be subject to an Expense Limitation Agreement expiring July 31, 2029 and the SA Franklin Systematic US Large Cap Core Portfolio will be subject to an Expense Limitation Agreement expiring on April 30, 2027. Following the expiration of the Expense Limitation Agreement, it is possible that the total annual fund operating expenses of Class 1 or Class 3 shares, as applicable, of an Acquiring Portfolio may be higher than the total annual fund operating expenses of the corresponding Target Portfolio.

The gross operating expense ratio of Class 1 and Class 3 shares, as applicable, of each of the Combined Portfolios is expected to be the same or lower than the current gross operating expense ratio of each corresponding Target Portfolio except in the case of the Guardian Small Cap Value Diversified VIP Fund, Guardian Equity Income VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian Select Mid Cap Core VIP Fund and Guardian Small-Mid Cap Core VIP Fund where the gross expense ratio for each class of the Combined Portfolio in its respective Reorganization is expected to be higher by 0.17%, 0.04%, 0.03%, 0.05%, 0.04%, 0.07% and 0.02%, respectively.

No sales charges will be assessed to shares received in connection with the Reorganization.

In approving each Reorganization, the GVPT Board, including the Independent Trustees, determined that participation in the Reorganization is in the best interests of the relevant Target Portfolio and that the interests of the Target Portfolio’s shareholders will not be diluted as a result of the Reorganization. In addition, the Boards of Trustees of SAST and SST determined that participation in each Reorganization is in the best interests of the relevant Acquiring Portfolio and that the interests of the Acquiring Portfolio’s existing shareholders will not be diluted as a result of the Reorganization. The GVPT Board considered the Reorganization proposals at the Meeting, and the entire Board of Trustees, including the Independent Trustees, unanimously approved each relevant Reorganization. The approval determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors deemed relevant by each Trustee taken as a whole, though individual Trustees may have placed different weight on various factors and assigned different degrees of materiality to various conclusions.

The factors considered by the Board of Trustees with regard to each Reorganization are described below under “GVPT Board Considerations.”

If a Reorganization is not approved by shareholders of the relevant Target Portfolio, the GVPT Board may consider other alternatives, which may include seeking a merger with a different fund or the liquidation of the Target Portfolio.

The GVPT Board unanimously recommends that you vote “FOR” the Reorganization relating to your Target Portfolio.

Investment Objectives and Principal Investment Strategies

A comparison of the investment objectives and principal investment strategies of each Target Portfolio and its corresponding Acquiring Portfolio can be found in the following appendices under “Comparison of Investment Objectives” and “Comparison of Principal Investment Strategies”:

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio

 

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Appendix		Target Portfolio		Acquiring Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

Additional Information About each Acquiring Portfolio’s Investment Strategies. From time to time, the Acquiring Portfolios may take temporary defensive positions that are inconsistent with their principal investment strategies, in attempting to respond to adverse market, economic, political, or other conditions. There is no limit on an Acquiring Portfolio’s investments in money market securities for temporary defensive purposes. If an Acquiring Portfolio takes such a temporary defensive position, it may not achieve its investment goal.

In addition to the securities and techniques described herein, there are other securities and investment techniques in which the Acquiring Portfolios may invest in limited instances, which are not described in this Combined Prospectus/Proxy Statement. These securities and investment practices are listed in the applicable SAST or SST SAI.

Unless otherwise indicated, investment restrictions, including percentage limitations, apply at the time of purchase under normal market conditions. You should consider your ability to assume the risks involved before investing in an Acquiring Portfolio through one of the Variable Contracts. Percentage limitations may be calculated based on the Acquiring Portfolio’s total or net assets. “Net assets” will take into account any borrowings for investment purposes by an Acquiring Portfolio. “Total assets” means net assets plus liabilities (e.g., borrowings). If not specified as net assets, the percentage is calculated based on total assets.

The principal investment objective and strategies for each Acquiring Portfolio are non-fundamental and may be changed by the Board of Trustees without shareholder approval. Shareholders will be given at least 60 days’ written notice in advance of any change to an Acquiring Portfolio’s investment goal or to its investment strategy that requires 80% of its net assets to be invested in certain securities.

Additional information regarding each Acquiring Portfolio’s investment strategies and non-principal investment risks can be found in Appendix Q.

 

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Fees and Expenses

If a Reorganization is approved by shareholders and completed, shareholders of each Target Portfolio will receive Class 3 shares of the corresponding Acquiring Portfolio, except that shareholders of Guardian Equity Income VIP Fund, Guardian Short Duration Bond VIP Fund, and Guardian Core Fixed Income VIP Fund will receive Class 1 shares of their corresponding Acquiring Portfolio.

The management fees payable by each Target Portfolio and each corresponding Acquiring Portfolio (including on a pro forma basis after the Reorganization) can be found in the Appendix noted below under “Comparison of Fees and Expenses.”

Following each Reorganization (other than the Reorganization of Guardian Integrated Research VIP Fund, Guardian Strategic Large Cap Core VIP Fund, Guardian Diversified Research VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian International Growth VIP Fund, Guardian Global Utilities VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund), the management fee payable by the Combined Portfolio is expected to be higher than the management fee payable by each corresponding Target Portfolio. Additional information regarding the management fee schedule for each Portfolio based on each Portfolio’s average daily net assets can be found under “Investment Advisory and Management Agreement.”

Pursuant to an Expense Limitation Agreement, Park Avenue has contractually agreed to waive certain fees and/or reimburse certain expenses of each Target Portfolio through April 30, 2027, so that the total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation and extraordinary expenses) of the Target Portfolio does not exceed certain limits. The expiration date of the Expense Limitation Agreement and the recoupment right of Park Avenue for certain Target Portfolios is subject to a condition of an order of exemption from the SEC (i.e., for the life of the affected Variable Contracts), but in no event will the expense limitation expire for any such Target Portfolio prior to April 30, 2027. The Expense Limitation Agreements for the Target Portfolios are discussed further in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

Pursuant to Expense Limitation Agreements, SunAmerica has contractually agreed to waive its fees and/or reimburse the expenses of the Acquiring Portfolios through April 30, 2029 (and through July 31, 2029 for SA Multi-Managed Diversified Fixed Income Portfolio), so that each applicable Acquiring Portfolio’s Total Annual Portfolio Operating Expenses do not exceed specified limits, with one exception. SA Franklin Systematic Large Cap Core Portfolio’s current Expense Limitation Agreement will expire on April 30, 2027, however, its pro forma gross expenses are estimated to be 0.23% below the current cap and below each corresponding Target Fund’s current net expenses. The Expense Limitation Agreements for the Acquiring Portfolios are discussed further in the Combined Prospectus/Proxy Statement under “Investment Advisory and Management Agreement.”

Following each Reorganization, the total annual fund operating expenses after fee waiver and/or expense reimbursement (i.e., the net expenses) of the applicable class of each Acquiring Portfolio is expected to be the same as or lower than the net expenses of the corresponding Target Portfolio for at least two years following the closing of the Reorganization, after excluding expenses due to estimated acquired fund fees and expenses and interest expenses. Each Acquiring Portfolio (other than the SA MFS Large Cap Growth Portfolio, SA Franklin Systematic US Large Cap Core Portfolio, and SA Multi-Managed Diversified Fixed Income Portfolio) will be subject to an Expense Limitation Agreement expiring April 30, 2029. The SA Multi-Managed Diversified Fixed Income Portfolio will be subject to an Expense Limitation Agreement expiring July 31, 2029. The SA Franklin Systematic US Large Cap Core Portfolio will be subject to an Expense Limitation Agreement expiring on April 30, 2027. Following the expiration of the Expense Limitation Agreement, it is possible that the total annual fund operating expenses of Class 1 or Class 3 shares, as applicable, of an Acquiring Portfolio may be higher than the total annual fund operating expenses of the corresponding Target Portfolio.

The gross operating expense ratio of Class 1 and Class 3 shares, as applicable, of each Combined Portfolio is expected to be the same or lower than the current gross operating expense ratio of each corresponding Target Portfolio except in the case of the Guardian Small Cap Value Diversified VIP Fund, Guardian Equity Income VIP Fund, Guardian Total Return Bond VIP Fund, Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian Select Mid Cap Core VIP Fund, and Guardian Small-Mid Cap Core VIP Fund where the gross expense ratio for each class of the Combined Portfolio in its respective Reorganization is expected to be higher by 0.17%, 0.04%, 0.03%, 0.05%, 0.04%, 0.07% and 0.02%, respectively.

 

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A comparison of the fees and expenses of each Target Portfolio and its corresponding Acquiring Portfolio as of each Portfolio’s most recent fiscal year end and the pro forma fees and expenses of each Combined Portfolio as of June 30, 2026 can be found in the following appendices under “Comparison of Fees and Expenses”:

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

Principal Investment Risks

Due to the differences in the principal investment strategies of the Target Portfolios and the Acquiring Portfolios, there are differences in the principal investment risks for each Target Portfolio and the corresponding Acquiring Portfolio. A comparison of the principal investment risks of each Target Portfolio and its corresponding Acquiring Portfolio can be found in the following appendices under “Comparison of Principal Investment Risks”:

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio

 

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Appendix		Target Portfolio		Acquiring Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

For more information on these risks, see “Comparison of the Portfolios—Risks of the Portfolios.” You will find additional descriptions of specific risks in the prospectuses and statements of additional information for the Portfolios.

As with any mutual fund, there can be no assurance that each Portfolio’s investment objective will be met or that the net return on an investment in the Portfolio will exceed what could have been obtained through other investment or savings vehicles. Shares of the Portfolios are not bank deposits and are not guaranteed or insured by any bank, government entity, or the Federal Deposit Insurance Corporation. If the value of the assets of your Portfolio goes down, you could lose money.

Federal Tax Consequences

As long as the Variable Contracts funded through the separate accounts of GIAC qualify as “variable contracts” under Section 817(d) of the Code, none of the Reorganizations will be a taxable event for U.S. federal income tax purposes with respect to Contract Owners whose Variable Contract values are determined by investment in shares of the Target Portfolios, regardless of the tax status of the applicable Reorganization.

Each Reorganization (other than the Reorganizations of Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund) is expected to be treated as a taxable transfer of the applicable Target Portfolio’s assets and GIAC, as the owner of the assets of the applicable Target Portfolio for U.S. federal income tax purposes, is expected to recognize gain or loss on the transfer of the applicable Target Portfolio’s assets to the corresponding Acquiring Portfolio.

 

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The Reorganizations of Guardian Large Cap Disciplined Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian U.S. Government/Credit VIP Fund, Guardian Small-Mid Cap Core VIP Fund, Guardian Select Mid Cap Core VIP Fund, Guardian Mid Cap Relative Value VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund are each expected to be treated as a tax-deferred transaction under Section 351 of the Code, and GIAC is not expected to recognize gain or loss on the transfer of the applicable Target Portfolio’s assets to the corresponding Acquiring Portfolio, except that GIAC may be required to recognize gain with respect to (i) an election made by GIAC under Section 1.337(d)-7(c) of the Treasury Regulations, as permitted by Section 1.337(d)-7(e) of the Treasury Regulations, if applicable, (ii) contracts described in Section 1256(b) of the Code or any other asset in respect of which GIAC has elected, or is required to, use the mark-to-market method of accounting for tax purposes, (iii) stock in a passive foreign investment company, as defined in Section 1297(a) of the Code, (iv) with respect to any other asset if gain or loss is required to be recognized upon a transfer of that asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code, (v) with respect to the assumption of the liabilities of the Target Portfolio by the Acquiring Portfolio, to the extent the aggregate amount of such liabilities (excluding deductible liabilities under Section 357(c)(3) of the Code) exceeds the aggregate adjusted basis of the assets transferred, pursuant to Section 357(c) of the Code, and (vi) as a result of any required adjustments under Section 362(e) of the Code.

As a condition to the closing of each Reorganization, SAST or SST, on behalf of the applicable Acquiring Portfolio, and GVPT, on behalf of the applicable Target Portfolio, will receive opinions from Dechert LLP to that effect. An opinion of counsel is not binding on the Internal Revenue Service (“IRS”) or any court and thus does not preclude the IRS from asserting, or a court from rendering, a contrary position.

For more information about the U.S. federal income tax consequences of each Reorganization, see “Material U.S. Federal Income Tax Consequences of the Reorganizations.”

Purchase, Redemption, and Valuation of Shares

Procedures for the purchase, redemption, and valuation of shares of each Target Portfolio and the corresponding Acquiring Portfolio are similar. The Acquiring Portfolios’ procedures will be utilized following the Reorganizations.

The Target Portfolios and the Acquiring Portfolios each calculate their net asset value as of the close of regular trading on the New York Stock Exchange (generally 4:00 p.m., Eastern time) and value portfolio securities using market quotations when such quotations are readily available, and utilize fair value methodologies when such quotations are not readily available or are deemed unreliable. Each Target Portfolio and Acquiring Portfolio has designated a valuation designee responsible for the day-to-day determination of fair value, subject to oversight by its Board of Trustees. The Target Portfolios’ and the Acquiring Portfolios’ valuation policies and procedures are generally similar in these respects and both follow valuation procedures designed to ensure that portfolio securities are valued in good faith and in a manner consistent with applicable regulatory requirements. Although there are certain differences between the policies and procedures, such as primary pricing vendors for certain instruments, Park Avenue does not expect that these differences would result in any material differences in the overall valuation of portfolio securities or in the calculation of net asset values under normal market conditions.

COMPARISON OF THE PORTFOLIOS

Principal and Non-Principal Investment Risks

The principal investment risks of each Portfolio are summarized in the below listed appendices under “Comparison of Principal Investment Risks.” The non-principal investment risks of each Target Portfolio are summarized in Appendix R and the non-principal investment risks of each Acquiring Portfolio are summarized in the below listed appendices under “Comparison of Non-Principal Investment Risks.” In addition, a description of the principal investment risks that may affect each Acquiring Portfolio and, therefore, each Combined Portfolio can be found in the below listed appendices under “Comparison of Principal Investment Risks.” You will find additional descriptions of specific risks in each Acquiring Portfolio’s Summary Prospectus.

As with any mutual fund, there can be no assurance that each Acquiring Portfolio’s investment objective will be met or that the net return on an investment in the Acquiring Portfolio will exceed what could have been obtained through other investment or savings vehicles.

 

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Shares of each Acquiring Portfolio are not bank deposits and are not guaranteed or insured by any bank, government entity, or the Federal Deposit Insurance Corporation. If the value of the assets of your Acquiring Portfolio goes down, you could lose money.

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

Fundamental and Non-Fundamental Investment Restrictions

Each of the Portfolios has some similar and some differing investment restrictions. If the shareholders of a Target Portfolio approve the Reorganization relating to their Target Portfolio, SunAmerica will manage the Combined Portfolio pursuant to the investment restrictions of the corresponding Acquiring Portfolio. The complete list of the fundamental and non-fundamental investment restrictions of each Target Portfolio and the corresponding Acquiring Portfolio is set out in “Appendix P – Fundamental and Non-Fundamental Investment Restrictions.”

Performance Information

Bar charts and tables illustrating the risks of investing in each Target Portfolio and each corresponding Acquiring Portfolio by showing changes in the Portfolio’s performance from calendar year to calendar year and comparing the Portfolio’s average annual returns to those of one or more broad-based securities indexes can be found in the following appendices under “Comparison of Performance Information”:

 

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Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

Management of the Portfolios

Park Avenue

Park Avenue, a Delaware limited liability company organized in 2015, serves as investment manager of the Target Portfolios. Park Avenue is registered with the SEC as an investment adviser and is a wholly-owned subsidiary of Guardian Investor Services LLC, a Delaware limited liability company (“GIS”), which is a wholly-owned subsidiary of GIAC, a New York insurance company. Park Avenue serves as the adviser or subadviser to certain open-end management investment companies registered under the 1940 Act and provides investment advisory services to other clients. GIS and its predecessor, Guardian Investor Services Corporation, a New York corporation, served as investment subadviser for registered investment companies from 1968 to 2015. Park Avenue’s principal office is located at 10 Hudson Yards, New York, NY 10001. As of December 31, 2025, Park Avenue managed approximately $82.0 billion in assets, of which approximately $77.4 billion represents the assets of GIAC and its subsidiaries. A discussion regarding the basis of the GVPT Board’s approval of the management agreement between GVPT, on behalf of the Target Portfolios, and Park Avenue and the subadvisory agreements between Park Avenue, on behalf of the Target Portfolios, and each subadviser is available in each Target Portfolio’s report filed on Form N-CSR.

Park Avenue and GVPT have obtained an exemptive order (the “GVPT Order”) from the SEC to permit Park Avenue, on behalf of a Target Portfolio and subject to the approval of the GVPT Board, including a majority of the independent

 

29

members of the GVPT Board, to hire, and to modify any existing or future subadvisory agreement with, unaffiliated subadvisers and subadvisers that are “wholly-owned subsidiaries” (as defined in the 1940 Act) of Park Avenue, or a sister company of Park Avenue that is a wholly-owned subsidiary of a company that, indirectly or directly, wholly owns Park Avenue, and to provide relief from certain disclosure obligations with regard to subadvisory fees. Under the GVPT Order, Park Avenue has the ultimate responsibility, subject to oversight by the GVPT Board, to oversee subadvisers and recommend their hiring, termination, or replacement. The GVPT Order is subject to certain conditions, including that each Target Portfolio notify shareholders and provide them with certain information within 90 days of hiring a new subadviser. As of the date of this Combined Prospectus/Proxy Statement, each Target Portfolio other than Guardian All Cap Core VIP Fund, Guardian Integrated Research VIP Fund, and Guardian Equity Income VIP Fund may rely on the GVPT Order.

SunAmerica

SunAmerica serves as investment adviser and manager to the Acquiring Portfolios and will serve as investment adviser and manager to the Combined Portfolios following consummation of the Reorganizations.

SunAmerica selects the subadvisers for the Acquiring Portfolios, manages the investments for certain Acquiring Portfolios, oversees the subadvisers’ management of certain Acquiring Portfolios, provides various administrative services, and supervises the daily business affairs of each Acquiring Portfolio. SunAmerica is a limited liability company organized under the laws of Delaware, and managed, advised, or administered assets in excess of $42.2 billion as of June 30, 2026. SunAmerica is a wholly-owned subsidiary of Venerable Holdings, Inc., and is located at One World Trade Center, Suite J, 49th Floor, New York, NY 10007.

SunAmerica has received an exemptive order from the SEC (the “SunAmerica Order”) that permits SunAmerica, subject to certain conditions, to enter into agreements relating to the Acquiring Portfolios with unaffiliated subadvisers approved by the relevant Board of Trustees without obtaining shareholder approval. The SunAmerica Order also permits SunAmerica, subject to the approval of the relevant Board of Trustees but without shareholder approval, to employ new unaffiliated subadvisers for new or existing portfolios, change the terms of particular agreements with unaffiliated subadvisers, or continue the employment of existing unaffiliated subadvisers after events that would otherwise cause an automatic termination of a subadvisory agreement.

Shareholders will be notified of any subadviser changes. The SunAmerica Order also permits the Acquiring Portfolios to disclose fees paid to unaffiliated subadvisers on an aggregate, rather than individual, basis. In addition, pursuant to no-action relief, the SEC staff has extended multi-manager relief to any affiliated subadviser, provided certain conditions are met. The Acquiring Portfolios’ shareholders have approved the Acquiring Portfolios’ reliance on the no-action relief. SunAmerica will determine if and when an Acquiring Portfolio should rely on the no-action relief.

Shareholders of an Acquiring Portfolio have the right to terminate an agreement with a subadviser for that Acquiring Portfolio at any time by a vote of the majority of the outstanding voting securities of such Acquiring Portfolio.

The subadvisers and sub-subadvisers, as applicable, for each Target Portfolio and its corresponding Acquiring Portfolio are listed below. It is anticipated that each Acquiring Portfolio’s subadviser(s) will continue to serve as subadviser(s) to such Acquiring Portfolio following the completion of the Reorganization(s).

 

Target Portfolio		Target Portfolio Subadviser/Sub- subadviser		Acquiring Portfolio		Acquiring Portfolio Subadviser(s)
Guardian Equity Income VIP Fund		Wellington Management Company LLP		SA Franklin Systematic U.S. Large Cap Value Portfolio		Franklin Advisers, Inc.
Guardian Integrated Research VIP Fund		Wellington Management Company LLP		SA Franklin Systematic U.S. Large Cap Core Portfolio		Franklin Advisers, Inc.

 

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Target Portfolio		Target Portfolio Subadviser/Sub- subadviser		Acquiring Portfolio		Acquiring Portfolio Subadviser(s)
Guardian All Cap Core VIP Fund		Massachusetts Financial Services Company
Guardian Strategic Large Cap Core VIP Fund		AllianceBernstein L.P.
Guardian Diversified Research VIP Fund		Putnam Investment Management, LLC
Guardian International Equity VIP Fund		Subadviser: Schroder Investment Management North America Inc.   Sub-subadviser: Schroder Investment Management North America Limited		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)		BlackRock Investment Management, LLC
Guardian Balanced Allocation VIP Fund		Wellington Management Company LLP		SA Index Allocation 60/40 Portfolio		N/A
Guardian Total Return Bond VIP Fund		Massachusetts Financial Services Company		SA JPMorgan MFS Core Bond Portfolio		J.P. Morgan Investment Management Inc.; Massachusetts Financial Services Company
Guardian Core Plus Fixed Income VIP Fund		Lord, Abbett & Co. LLC
Guardian Large Cap Fundamental Growth VIP Fund		FIAM LLC		SA MFS Large Cap Growth Portfolio		Massachusetts Financial Services Company
Guardian Small Cap Value Diversified VIP Fund		Boston Partners Global Investors, Inc.		SA Franklin Small Company Value Portfolio		Franklin Mutual Advisers, LLC
Guardian Multi-Sector Bond VIP Fund		Janus Henderson Investors US LLC		SA Multi-Managed Diversified Fixed Income Portfolio		PineBridge Investments LLC; Wellington Management Company LLP
Guardian Short Duration Bond VIP Fund		Allspring Global Investments, LLC		SA JPMorgan Ultra-Short Bond Portfolio		J.P. Morgan Investment Management Inc.
Guardian Growth & Income VIP Fund		AllianceBernstein L.P.		SA Franklin BW U.S. Large Cap Value Portfolio		Brandywine Global Investment Management, LLC
Guardian Large Cap Disciplined Value VIP Fund		Boston Partners Global Investors, Inc.
Guardian International Growth VIP Fund		J.P. Morgan Investment Management Inc.		SA Fidelity Institutional AM International Growth Portfolio		FIAM LLC
Guardian Global Utilities VIP Fund		Wellington Management Company LLP		SA Large Cap Value Index Portfolio		BlackRock Investment Management, LLC
Guardian Large Cap Disciplined Growth VIP Fund		Wellington Management Company LLP		SA Franklin Large Cap Disciplined Growth Portfolio		Franklin Advisers, Inc.; Putnam Investment Management, LLC; ClearBridge Investments, LLC

 

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Target Portfolio		Target Portfolio Subadviser/Sub- subadviser		Acquiring Portfolio		Acquiring Portfolio Subadviser(s)
Guardian Core Fixed Income VIP Fund		FIAM LLC		SA Franklin Core Fixed Income Portfolio		Franklin Advisers, Inc.
Guardian U.S. Government/Credit VIP Fund		Lord, Abbett & Co. LLC
Guardian Small-Mid Cap Core VIP Fund		FIAM LLC		SA Franklin Mid Cap Core Portfolio		Franklin Advisers, Inc.; Brandywine Global Investment Management, LLC; ClearBridge Investments, LLC
Guardian Select Mid Cap Core VIP Fund		FIAM LLC
Guardian Mid Cap Relative Value VIP Fund		Allspring Global Investments, LLC
Guardian Mid Cap Traditional Growth VIP Fund		Janus Henderson Investors US LLC

Target Portfolios

AllianceBernstein L.P. (Guardian Strategic Large Cap Core VIP Fund and Guardian Growth & Income VIP Fund)\

AllianceBernstein L.P. (“AB”) is located at 501 Commerce Street, Nashville, TN 37203. AB, an indirect majority-owned subsidiary of Equitable Holdings, Inc., has managed retirement assets for public and private employee benefit plans, public employee retirement funds, investment companies, foundations, endowments, banks, and insurance companies worldwide. As of December 31, 2025, AB managed approximately $867 billion in assets.

Allspring Global Investments, LLC (Guardian Short Duration Bond VIP Fund and Guardian Mid Cap Relative Value VIP Fund)

Allspring Global Investments, LLC (“Allspring”) is located at 1415 Vantage Park Drive, Charlotte, NC 28203. Allspring is a registered investment adviser that provides investment management services for registered mutual funds, closed-end funds, and other funds and accounts. As of December 31, 2025, Allspring managed approximately $469.8 billion in assets.

Boston Partners Global Investors, Inc. (Guardian Small Cap Value Diversified VIP Fund and Guardian Large Cap Disciplined Value VIP Fund)

Boston Partners Global Investors, Inc. (“Boston Partners”) is located at One Beacon Street, Boston, MA 02108. Boston Partners was established in 1995. Boston Partners is an indirect wholly-owned subsidiary of ORIX Corporation. As of December 31, 2025, Boston Partners managed approximately $126.96 billion in assets.

FIAM LLC (Guardian Large Cap Fundamental Growth VIP Fund, Guardian Core Fixed Income VIP Fund, Guardian Small-Mid Cap Core VIP Fund and Guardian Select Mid Cap Core VIP Fund)

FIAM LLC is an indirectly held wholly-owned subsidiary of FMR LLC. The principal address of FIAM LLC is 900 Salem Street, Smithfield, RI 02917. As of December 31, 2025, FIAM LLC managed approximately $347.73 billion in assets.

 

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Janus Henderson Investors US LLC (Guardian Multi-Sector Bond VIP Fund and Guardian Mid Cap Traditional Growth VIP Fund)

Janus Henderson Investors US LLC (“Janus”) is located at 151 Detroit Street, Denver, CO 80206. Janus, an indirect subsidiary of Janus Henderson Group plc, was established as an investment adviser in 1969 and serves as investment adviser and subadviser for a number of mutual funds and provides separate account advisory services. As of December 31, 2025, Janus Henderson Group plc managed approximately $493.2 billion in assets.

J.P. Morgan Investment Management Inc. (Guardian International Growth VIP Fund)

J.P. Morgan Investment Management Inc. (“JPMIM”) is located at 270 Park Avenue, New York, NY 10017. JPMIM, an indirect wholly-owned subsidiary of J.P. Morgan Chase & Co. was established in 1984. As of December 31, 2025, JPMIM and its affiliates managed approximately $4.1 trillion in assets.

Lord, Abbett & Co. LLC (Guardian Core Plus Fixed Income VIP Fund and Guardian U.S. Government/Credit VIP Fund)

Lord, Abbett & Co. LLC (“Lord Abbett”) is located at 90 Hudson Street, Jersey City, NJ 07302. Founded in 1929, Lord Abbett is an independent, privately held investment management firm providing active investment management to individual and institutional clients globally. As of December 31, 2025, Lord Abbett managed approximately $247.4 billion in assets across a broad range of strategies. The firm offers investment solutions through U.S.-registered mutual funds, Undertakings for Collective Investment in Transferable Securities (UCITS) funds, separate accounts, Collective Investment Trusts (CITs), and other commingled products. Lord Abbett’s investment capabilities span fixed income, equity, multi-asset, and alternative strategies, supported by fundamental research and a collaborative investment process.

Massachusetts Financial Services Company (Guardian All Cap Core VIP Fund and Guardian Total Return Bond VIP Fund)

Massachusetts Financial Services Company (MFS^®) (“MFS”). MFS is the oldest U.S. mutual fund organization. MFS and its predecessor organizations have managed money since 1924 and founded the first mutual fund. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). The principal address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199. Net assets under management of the MFS organization were approximately $651 billion as of December 31, 2025.

Putnam Investment Management, LLC (Guardian Diversified Research VIP Fund)

Putnam Investment Management, LLC (“Putnam”) is a Delaware limited liability company with principal offices located at 100 Federal Street, Boston, MA 02110. Putnam is owned through a series of wholly-owned subsidiaries by Franklin Resources, Inc., whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403. As of December 31, 2025, Putnam’s assets under management were approximately $151.62 billion. For purposes of this statement, Putnam includes Putnam Investment Management, LLC and its affiliated managers that do business under the name “Putnam Investments,” including The Putnam Advisory Company, LLC and Putnam Investments Limited.

Schroder Investment Management North America Inc. and Schroder Investment Management North America Limited (Guardian International Equity VIP Fund)

Schroder Investment Management North America Inc. (“SIMNA”) and Schroder Investment Management North America Limited (“SIMNA Ltd.”) (collectively, “Schroders”) are both indirect wholly owned U.S. registered investment adviser subsidiaries of Schroders plc. The principal address of SIMNA is 7 Bryant Park, New York, NY 10018 and the principal address of SIMNA Ltd. and Schroders plc is 1 London Wall Place, London EC2Y 5AU. Schroders plc is a global asset management company with approximately $1,107.9 billion under management as of December 31, 2025.

 

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Wellington Management Company LLP (Guardian Equity Income VIP Fund, Guardian Integrated Research VIP Fund, Guardian Balanced Allocation VIP Fund, Guardian Global Utilities VIP Fund and Guardian Large Cap Disciplined Growth VIP Fund)

Wellington Management Company LLP (“Wellington”) is a Delaware limited liability partnership with its principal office at 280 Congress Street, Boston, Massachusetts 02210. Wellington is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington and its predecessor organizations have provided investment advisory services for over 80 years. Wellington is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of December 31, 2025, Wellington and its investment advisory affiliates had investment management authority with respect to approximately $1.33 trillion in assets.

Acquiring Portfolios

BlackRock Investment Management, LLC (SA BlackRock Advantage International Portfolio, SA Large Cap Value Index Portfolio and SA Multi-Managed Diversified Fixed Income Portfolio)

BlackRock Investment Management, LLC (“BlackRock”) is located at 1 University Square Drive, Princeton, NJ 08540-6455. BlackRock is an affiliate of BlackRock Advisors, LLC, a wholly-owned indirect subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States with approximately $14.041 trillion in assets under management as of December 31, 2025.

Brandywine Global Investment Management, LLC (SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Mid Cap Core Portfolio)

Brandywine Global Investment Management, LLC (“Brandywine”) is located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103. Brandywine acts as adviser or subadviser primarily to individuals, public funds, corporations, pension and profit sharing plans, Taft-Hartley Plans, endowments, and foundations, as well as to other investment company portfolios. As of January 31, 2026, Brandywine’s total assets under management were approximately $65.2 Billion (including non-discretionary accounts). Brandywine is an indirect wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton).

ClearBridge Investments, LLC (SA Franklin Large Cap Disciplined Growth Portfolio and SA Franklin Mid Cap Core Portfolio)

ClearBridge Investments, LLC (“ClearBridge”) is located at One Madison Avenue, New York, New York 10010 and is an active equity manager offering a broad range of strategies across global developed and emerging markets, local markets, and real assets and income. ClearBridge has been committed to delivering long-term results through active management for more than 60 years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of January 31, 2026, ClearBridge’s assets under management were approximately $213.1 billion, including $44.6 billion for which ClearBridge provides non-discretionary investment models to managed account sponsors. For purposes of this statement, ClearBridge Investments consists of ClearBridge Investments, LLC and its affiliated managers whose businesses have been operationally integrated with ClearBridge’s, including ClearBridge Investments Limited and its subsidiary in Australia, a part of Franklin Templeton Australia Limited doing business as ClearBridge Investments in Australia, a part of Franklin Templeton Investments Corp. doing business as ClearBridge Investments in Canada, and ClearBridge Investment Management Limited in the United Kingdom. The business of Franklin Real Asset Advisors has been aligned with ClearBridge Investments.

FIAM LLC (SA Large Cap Value Index Portfolio)

See above under “Target Portfolios.”

Franklin Advisers, Inc. (SA Franklin Systematic U.S. Large Cap Value Portfolio, SA Franklin Systematic U.S. Large Cap Core Portfolio, SA Franklin Large Cap Disciplined Growth Portfolio, SA Franklin Core Fixed Income Portfolio and SA Franklin Mid Cap Core Portfolio)

 

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Franklin Advisers, Inc. (“Franklin”) is a California corporation with its principal offices at One Franklin Parkway, San Mateo, California 94403-1906. It is a wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton), a publicly owned company engaged in the financial services industry through its subsidiaries. As of January 31, 2026, Franklin Templeton managed approximately $1.71 trillion in assets composed of mutual funds and other investment vehicles for individuals, institutions, pension plans, trusts, and partnerships in over 150 countries.

Franklin Mutual Advisers, LLC (SA Franklin Small Company Value Portfolio)

Franklin Mutual Advisers, LLC (“FMA”) is a Delaware limited liability company located at 101 John F. Kennedy Parkway, Short Hills, NJ 07078. FMA is a wholly-owned subsidiary of Franklin Templeton.

J.P. Morgan Investment Management Inc. (SA JPMorgan Ultra-Short Bond Portfolio and SA JPMorgan MFS Core Bond Portfolio)

See above under “Target Portfolios.”

Massachusetts Financial Services Company (SA MFS Large Cap Growth Portfolio and SA JPMorgan MFS Core Bond Portfolio)

See above under “Target Portfolios.”

PineBridge Investments LLC (SA Multi-Managed Diversified Fixed Income Portfolio)

PineBridge Investments LLC (“PineBridge”) is a Delaware limited liability company located at Park Avenue Tower, 65 East 55th Street, New York, NY 10022. PineBridge is a wholly owned indirect subsidiary of MetLife, Inc and is part of MetLife Investment Management, the institutional asset management business of MetLife. As of December 31, 2025, PineBridge, including its affiliates, managed approximately $741.7 billion in total assets.

Putnam Investment Management, LLC (SA Franklin Large Cap Disciplined Growth Portfolio)

See above under “Target Portfolios.”

Wellington Management Company LLP (SA Multi-Managed Diversified Fixed Income Portfolio)

See above under “Target Portfolios.”

Information regarding the portfolio managers responsible for the day-to-day management of the Portfolios can be found in the following appendices under “Comparison of Management of the Portfolios”:

 

Appendix		Target Portfolio		Acquiring Portfolio
A		Guardian Equity Income VIP Fund		SA Franklin Systematic U.S. Large Cap Value Portfolio
B		Guardian Integrated Research VIP Fund Guardian All Cap Core VIP Fund Guardian Strategic Large Cap Core VIP Fund Guardian Diversified Research VIP Fund		SA Franklin Systematic U.S. Large Cap Core Portfolio
C		Guardian International Equity VIP Fund		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)
D		Guardian Balanced Allocation VIP Fund		SA Index Allocation 60/40 Portfolio
E		Guardian Total Return Bond VIP Fund Guardian Core Plus Fixed Income VIP Fund		SA JPMorgan MFS Core Bond Portfolio
F		Guardian Large Cap Fundamental Growth VIP Fund		SA MFS Large Cap Growth Portfolio
G		Guardian Small Cap Value Diversified VIP Fund		SA Franklin Small Company Value Portfolio

 

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Appendix		Target Portfolio		Acquiring Portfolio
H		Guardian Multi-Sector Bond VIP Fund		SA Multi-Managed Diversified Fixed Income Portfolio
I		Guardian Short Duration Bond VIP Fund		SA JPMorgan Ultra-Short Bond Portfolio
J		Guardian Growth & Income VIP Fund Guardian Large Cap Disciplined Value VIP Fund		SA Franklin BW U.S. Large Cap Value Portfolio
K		Guardian International Growth VIP Fund		SA Fidelity Institutional AM International Growth Portfolio
L		Guardian Global Utilities VIP Fund		SA Large Cap Value Index Portfolio
M		Guardian Large Cap Disciplined Growth VIP Fund		SA Franklin Large Cap Disciplined Growth Portfolio
N		Guardian Core Fixed Income VIP Fund Guardian U.S. Government/Credit VIP Fund		SA Franklin Core Fixed Income Portfolio
O		Guardian Small-Mid Cap Core VIP Fund Guardian Select Mid Cap Core VIP Fund Guardian Mid Cap Relative Value VIP Fund Guardian Mid Cap Traditional Growth VIP Fund		SA Franklin Mid Cap Core Portfolio

The SAI of GVPT, SAST, or SST, as applicable, provides additional information about the compensation of each Portfolio’s portfolio managers, other accounts managed by such managers, and such managers’ ownership of securities in each Portfolio and other funds managed by GVPT and SunAmerica, as applicable.

The exemptive order discussed above will continue to apply to each Combined Portfolio following the completion of the Reorganization. As a result, shareholder approval would not be required to employ an unaffiliated subadviser for a Combined Portfolio, change the terms of particular agreements with unaffiliated subadvisers, or continue the employment of existing unaffiliated subadvisers after events that would otherwise cause an automatic termination of a subadvisory agreement.

Investment Advisory and Management Agreement

Pursuant to the Investment Management Agreement between GVPT (the “GVPT Management Agreement”), on behalf of the Target Portfolio, and Park Avenue, each Target Portfolio pays Park Avenue a management fee, which is computed daily and payable monthly, at an annual rate listed below (as a percentage of each respective Target Portfolio’s average daily net assets).

 

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Target Portfolio		Average Daily Net Asset Value		Advisory Fee Rate
Guardian Equity Income VIP Fund		All assets		0.50%
Guardian Integrated Research VIP Fund		Up to $200 million		0.50%
		$200 million to $300 million		0.43%
		Over $300 million		0.40%
Guardian All Cap Core VIP Fund		Up to $500 million		0.44%
		Over $500 million		0.40%
Guardian Strategic Large Cap Core VIP Fund		Up to $200 million		0.55%
		Over $200 million		0.50%
Guardian Diversified Research VIP Fund		All assets		0.60%
Guardian International Equity VIP Fund		Up to $100 million		0.80%
		Over $100 million		0.75%
Guardian Balanced Allocation VIP Fund		All assets		0.48%
Guardian Total Return Bond VIP Fund		Up to $300 million		0.45%
		Over $300 million		0.40%
Guardian Core Plus Fixed Income VIP Fund		Up to $300 million		0.45%
		Over $300 million		0.40%
Guardian Large Cap Fundamental Growth VIP Fund		Up to $100 million		0.62%
		$100 million to $300 million		0.57%
		$300 million to $500 million		0.52%
		Over $500 million		0.50%
Guardian Small Cap Value Diversified VIP Fund		All assets		0.69%
Guardian Multi-Sector Bond VIP Fund		All assets		0.52%
Guardian Short Duration Bond VIP Fund		Up to $300 million		0.45%
		Over $300 million		0.40%
Guardian Growth & Income VIP Fund		Up to $100 million		0.65%
		$100 million to $300 million		0.60%
		$300 million to $500 million		0.55%
		Over $500 million		0.53%
Guardian Large Cap Disciplined Value VIP Fund		Up to $100 million		0.65%
		$100 million to $300 million		0.60%

 

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		$300 million to $500 million		0.55%
		Over $500 million		0.53%
Guardian International Growth VIP Fund		Up to $100 million		0.80%
		Over $100 million		0.75%
Guardian Global Utilities VIP Fund		All assets		0.73%
Guardian Large Cap Disciplined Growth VIP Fund		Up to $100 million		0.62%
		$100 million to $300 million		0.57%
		$300 million to $500 million		0.52%
		Over $500 million		0.50%
Guardian Core Fixed Income VIP Fund		Up to $300 million		0.45%
		Over $300 million		0.40%
Guardian U.S. Government/Credit VIP Fund		All assets		0.47%
Guardian Small-Mid Cap Core VIP Fund		Up to $200 million		0.65%
		Over $200 million		0.60%
Guardian Select Mid Cap Core VIP Fund		All assets		0.53%
Guardian Mid Cap Relative Value VIP Fund		Up to $100 million		0.72%
		$100 million to $300 million		0.67%
		$300 million to $500 million		0.62%
		Over $500 million		0.60%
Guardian Mid Cap Traditional Growth VIP Fund		Up to $100 million		0.80%
		$100 million to $300 million		0.75%
		Over $300 million		0.73%

Pursuant to the Investment Advisory and Management Agreement between SAST or SST, as applicable, on behalf of the Acquiring Portfolios, and SunAmerica (the “SAST Management Agreement” or “SST Management Agreement, as applicable), each Acquiring Portfolio pays SunAmerica an advisory fee. As compensation for its services, SunAmerica receives from the applicable Acquiring Portfolio a fee, accrued daily and payable monthly, based on the average daily net asset value of each Acquiring Portfolio at the following annual rates listed below.

 

Acquiring Portfolio		Average Daily Net Asset Value		Advisory Fee Rate
SA Franklin Systematic U.S. Large Cap Value Portfolio		All assets		0.60%

 

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Acquiring Portfolio		Average Daily Net Asset Value		Advisory Fee Rate
SA Franklin Systematic U.S. Large Cap Core Portfolio		Up to $100 million		0.50%
		Next $150 million		0.48%
		Next $250 million		0.46%
		Next $250 million		0.44%
		Over $750 million		0.43%
SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)1		Up to $250 million		0.85%
		Next $250 million		0.80%
		Over $500 million		0.75%
SA Index Allocation 60/40 Portfolio		All assets		0.10%
SA JPMorgan MFS Core Bond Portfolio2		All Assets		0.60%
SA MFS Large Cap Growth Portfolio		Up to $250 million		0.70%
		Next $250 million		0.65%
		Over $500 million		0.60%
SA Franklin Small Company Value Portfolio3		Up to $200 million		1.00%
		Next $300 million		0.92%
		Over $500 million		0.90%
SA Multi-Managed Diversified Fixed Income Portfolio		Up to $200 million		0.70%
		Next $200 million		0.65%
		Over $400 million		0.60%
SA JPMorgan Ultra-Short Bond Portfolio		Up to $100 million		0.475%
		Next $400 million		0.450%
		Next $500 million		0.425%
		Over $1 billion		0.400%
SA Franklin BW U.S. Large Cap Value Portfolio4		Up to $100 million		0.80%
		Next $400 million		0.75%
		Over $500 million		0.70%
SA Fidelity Institutional AM International Growth Portfolio		Up to $100 million		0.78%

 

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Acquiring Portfolio		Average Daily Net Asset Value		Advisory Fee Rate
		Next $100 million		0.76%
		Over $200 million		0.75%
SA Large Cap Value Index Portfolio		Up to $2 billion		0.30%
		Over $2 billion		0.25%
SA Franklin Large Cap Disciplined Growth Portfolio		Up to $250 million		0.70%
		Next $250 million		0.65%
		Over $500 million		0.60%
SA Franklin Core Fixed Income Portfolio		Up to $50 million		0.70%
		Next $100 million		0.60%
		Next $100 million		0.55%
		Over $250 million		0.50%
SA Franklin Mid Cap Core Portfolio		Up to $100 million		0.80%
		Over $100 million		0.75%

¹ Pursuant to an Advisory Fee Waiver Agreement, SunAmerica is contractually obligated to waive its advisory fee through April 30, 2027 with respect to the SA BlackRock Advantage International Portfolio so that the advisory fee payable by the Portfolio to SunAmerica under the Advisory Agreement equals 0.79% of average daily net assets on the first $250 million, 0.74% of average daily net assets on the next $250 million and 0.69% of average daily net assets over $500 million.

² Pursuant to an Advisory Fee Waiver Agreement, SunAmerica is contractually obligated to waive its advisory fee through April 30, 2027 with respect to the SA JPMorgan MFS Core Bond Portfolio so that the advisory fee payable by the Portfolio to SunAmerica under the Advisory Agreement is 0.50% of average daily net assets.

³ Pursuant to a Master Advisory Fee Waiver Agreement, effective through April 30, 2027, SunAmerica is contractually obligated to waive its advisory fee under the SAST Management Agreement with respect to the SA Franklin Small Company Value Portfolio so that the advisory fee payable by the Portfolio is equal to 0.95% on the first $200 million, 0.87% on the next $300 million, and 0.85% thereafter.

⁴ Pursuant to an Advisory Fee Waiver Agreement, SunAmerica is contractually obligated to waive its advisory fee through April 30, 2027 with respect to the SA Franklin BW U.S. Large Cap Value Portfolio so that the advisory fee payable by the Portfolio to SunAmerica under the Advisory Agreement equals 0.67% of average daily net assets.

For its most recent fiscal year, each Target Portfolio and each Acquiring Portfolio paid Park Avenue and SunAmerica, respectively, a fee equal to the following amounts:

 

Target Portfolio		Fee Paid to Park Avenue		Acquiring Portfolio		Fee Paid to SunAmerica
Guardian Equity Income VIP Fund		$3,297,150		SA Franklin Systematic U.S. Large Cap Value Portfolio		$3,356,769
Guardian Integrated Research VIP Fund		$1,258,528		SA Franklin Systematic U.S. Large Cap Core Portfolio		$1,429,446

 

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Target Portfolio		Fee Paid to Park Avenue		Acquiring Portfolio		Fee Paid to SunAmerica
Guardian All Cap Core VIP Fund		$940,428
Guardian Strategic Large Cap Core VIP Fund		$1,090,190
Guardian Diversified Research VIP Fund		$628,432
Guardian International Equity VIP Fund		$1,692,250		SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)		$2,844,324
Guardian Balanced Allocation VIP Fund		$1,005,464		SA Index Allocation 60/40 Portfolio		$274,742
Guardian Total Return Bond VIP Fund		$927,493		SA JPMorgan MFS Core Bond Portfolio		$10,787,095
Guardian Core Plus Fixed Income VIP Fund		$690,586
Guardian Large Cap Fundamental Growth VIP Fund		$1,076,785		SA MFS Large Cap Growth Portfolio		$5,080,860
Guardian Small Cap Value Diversified VIP Fund		$1,195,942		SA Franklin Small Company Value Portfolio		$2,734,248
Guardian Multi-Sector Bond VIP Fund		$889,169		SA Multi-Managed Diversified Fixed Income Portfolio		$4,529,590
Guardian Short Duration Bond VIP Fund		$621,575		SA JPMorgan Ultra-Short Bond Portfolio		$1,566,264
Guardian Growth & Income VIP Fund		$655,182		SA Franklin BW U.S. Large Cap Value Portfolio		$8,762,659
Guardian Large Cap Disciplined Value VIP Fund		$541,117
Guardian International Growth VIP Fund		$601,061		SA Fidelity Institutional AM International Growth Portfolio		$1,932,064
Guardian Global Utilities VIP Fund		$338,236		SA Large Cap Value Index Portfolio		$1,926,378
Guardian Large Cap Disciplined Growth VIP Fund		$2,056,714		SA Franklin Large Cap Disciplined Growth Portfolio		N/A
Guardian Core Fixed Income VIP Fund		$1,548,488		SA Franklin Core Fixed Income Portfolio		N/A

 

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Target Portfolio		Fee Paid to Park Avenue		Acquiring Portfolio		Fee Paid to SunAmerica
Guardian U.S. Government/Credit VIP Fund		$684,924
Guardian Small-Mid Cap Core VIP Fund		$1,430,553		SA Franklin Mid Cap Core Portfolio		N/A
Guardian Select Mid Cap Core VIP Fund		$937,228
Guardian Mid Cap Relative Value VIP Fund		$737,859
Guardian Mid Cap Traditional Growth VIP Fund		$358,577

As each of the SA Franklin Large Cap Disciplined Growth Portfolio, SA Franklin Core Fixed Income Portfolio, and SA Franklin Mid Cap Core Portfolio has not commenced operations, it has not paid SunAmerica investment advisory fees.

Park Avenue has contractually agreed to waive certain fees and/or reimburse certain expenses through April 30, 2027, so that the total annual fund operating expenses after fee waiver and/or expense reimbursement (excluding, if applicable, any acquired fund fees and expenses, taxes, interest, transaction costs and brokerage commissions, litigation, and extraordinary expenses) do not exceed the following amounts of average daily net assets of the Target Portfolios as set forth below.

 

Target Portfolio		Expense Limitation
Guardian Equity Income VIP Fund		0.55%*
Guardian Integrated Research VIP Fund		0.84%*
Guardian All Cap Core VIP Fund		0.90%*
Guardian Strategic Large Cap Core VIP Fund		0.91%
Guardian Diversified Research VIP Fund		0.93%
Guardian International Equity VIP Fund		1.11%
Guardian Balanced Allocation VIP Fund		0.94%
Guardian Total Return Bond VIP Fund		0.82%
Guardian Core Plus Fixed Income VIP Fund		0.83%
Guardian Large Cap Fundamental Growth VIP Fund		0.99%*
Guardian Small Cap Value Diversified VIP Fund		1.05%*
Guardian Multi-Sector Bond VIP Fund		0.94%
Guardian Short Duration Bond VIP Fund		0.47%
Guardian Growth & Income VIP Fund		0.98%*

 

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Guardian Large Cap Disciplined Value VIP Fund		0.98%
Guardian International Growth VIP Fund		1.11%*
Guardian Global Utilities VIP Fund		1.12%
Guardian Large Cap Disciplined Growth VIP Fund		0.87%*
Guardian Core Fixed Income VIP Fund		0.58%
Guardian U.S. Government/Credit VIP Fund		0.73%
Guardian Small-Mid Cap Core VIP Fund		1.09%
Guardian Select Mid Cap Core VIP Fund		1.08%
Guardian Mid Cap Relative Value VIP Fund		1.09%
Guardian Mid Cap Traditional Growth VIP Fund		1.07%

 

*The expiration date for this Target Portfolio is subject to a condition of an order of exemption from the SEC (i.e., for the life of the affected Variable Contracts), but in no event will the expense limitation expire for any such Target Portfolio prior to April 30, 2027.

These expense limitations listed above may not be increased or terminated prior to this time without GVPT Board action, may be terminated only upon approval of the GVPT Board, and are subject to Park Avenue’s recoupment rights. Park Avenue may be entitled to recoupment of previously waived fees and reimbursed expenses from a Target Portfolio for three years from the date of the waiver or reimbursement, subject to the expense limitation in effect at the time of the waiver or reimbursement and at the time of the recoupment, if any (i.e., if the Target Portfolio will be able to make the repayment, after accounting for the repayment, without exceeding the expense limitation in effect at the time of the waiver or reimbursement and without exceeding the expense limitation in effect at the time of the recoupment, if any). For purposes of the expense limitations, extraordinary expenses relate to costs associated with events or transactions that are unusual in their nature and infrequent in their occurrence.

The expiration date of the expense limitation agreement and the recoupment right of Park Avenue is subject to the terms and conditions of orders of exemption issued by the SEC to GIAC, which permit GIAC, the record owner of the shares of the Target Portfolios, to substitute shares of certain funds available as investment options under the Variable Contracts with corresponding shares of the Target Portfolios. Each Target Portfolio with an expense limitation subject to these terms and conditions is noted in the table above.

Pursuant to Expense Limitation Agreements, SunAmerica has contractually agreed to waive its fees and/or reimburse the expenses of certain Acquiring Portfolios through April 30, 2027, so that each such Acquiring Portfolio’s Total Annual Portfolio Operating Expenses do not exceed the limits set forth below.

 

Acquiring Portfolio		Maximum Portfolio Expenses
		Class 1		Class 3
SA Franklin Systematic U.S. Large Cap Core Portfolio		0.70%		0.95%
SA Index Allocation 60/40 Portfolio		0.18%		0.43%
SA Fidelity Institutional AM International Growth Portfolio		0.88%		1.13%
SA Large Cap Value Index Portfolio		0.35%		0.60%

 

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For purposes of each Expense Limitation Agreement, “Total Annual Portfolio Operating Expenses” shall not include extraordinary expenses (i.e., expenses that are unusual in nature and infrequent in occurrence, such as litigation), or acquired portfolio fees and expenses, brokerage commissions and other transactional expenses relating to the purchase and sale of portfolio securities, interest, taxes and governmental fees, and other expenses not incurred in the ordinary course of SAST’s business on behalf of the Acquiring Portfolio. Any waivers and/or reimbursements made by SunAmerica with respect to each Acquiring Portfolio are subject to recoupment from the Acquiring Portfolio within two years after the occurrence of any such waivers and/or reimbursements, provided that the recoupment does not cause the expense ratio of the share class to exceed the lesser of (a) the expense limitation in effect at the time the waivers and/or reimbursements occurred, or (b) the current expense limitation of that share class. The Expense Limitation Agreements may be terminated prior to April 30, 2027 by the Board of Trustees of SAST, including by a majority of the Independent Trustees of SAST, as defined in the 1940 Act.

In connection with each Reorganization, SunAmerica has contractually agreed to waive its fees and/or reimbursement the expenses of certain Combined Portfolios until April 30, 2029 or, solely with respect to the SA Multi-Managed Diversified Fixed Income Portfolio, July 31, 2029, pursuant to a new Expense Limitation Agreement, so that each Combined Portfolio’s Total Annual Portfolio Operating Expenses do not exceed the limits set forth below.

 

Acquiring Portfolio/Combined Portfolio		Maximum Portfolio Expenses
		Class 1		Class 3
SA Franklin Systematic U.S. Large Cap Value Portfolio		0.55%		0.80%
SA BlackRock Advantage International Portfolio (formerly, SA Morgan Stanley International Equities Portfolio)		0.86%		1.11%
SA Index Allocation 60/40 Portfolio		0.18%		0.43%
SA JPMorgan MFS Core Bond Portfolio		0.57%		0.82%
SA Franklin Small Company Value Portfolio		0.80%		1.05%
SA Multi-Managed Diversified Fixed Income Portfolio		0.69%		0.94%
SA JPMorgan Ultra-Short Bond Portfolio		0.47%		0.72%
SA Franklin BW U.S. Large Cap Value Portfolio		0.73%		0.98%
SA Fidelity Institutional AM International Growth Portfolio		0.86%		1.11%
SA Large Cap Value Index Portfolio		0.35%		0.60%
SA Franklin Large Cap Disciplined Growth Portfolio		N/A		0.87%
SA Franklin Core Fixed Income Portfolio		0.48%		0.73%
SA Franklin Mid Cap Core Portfolio		N/A		0.96%

For purposes of each new Expense Limitation Agreement, “Total Annual Portfolio Operating Expenses” shall not include extraordinary expenses (i.e., expenses that are unusual in nature and infrequent in occurrence, such as litigation), or acquired portfolio fees and expenses, brokerage commissions and other transactional expenses relating to the purchase and sale of portfolio securities, interest, taxes and governmental fees, and other expenses not incurred in the ordinary course of SAST’s or SST’s, as applicable, business on behalf of the Combined Portfolio. Any waivers and/or reimbursements made by SunAmerica with respect to each Combined Portfolio are subject to recoupment from the Combined Portfolio within two years after the occurrence of any such waivers and/or reimbursements, provided that the recoupment does not cause the expense ratio of the share class to exceed the lesser of (a) the expense limitation in effect at the time the waivers and/or reimbursements occurred, or (b) the current expense limitation of that share class.

The terms of the GVPT Management Agreement and the terms of the SAST Management Agreement and SST Management Agreement have certain similarities and differences.

 

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