<PAGE>
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5 (d) (2) )
[ ] Definitive Information Statement
Style Select Series, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11 (a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
3) Filing Party:
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4) Date Filed:
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SUNAMERICA ASSET MANAGEMENT CORP.
The SunAmerica Center
733 Third Avenue
New York, NY 10017
212.551.5969
800.858.8850
[LOGO]
July , 1998
Dear Mid-Cap Growth Portfolio Shareholder:
The enclosed information statement details a recent subadviser change for
the Mid-Cap Growth Portfolio (the "Portfolio") of Style Select Series, Inc. On
May 21, 1998, the Board of Directors approved the engagement of Wellington
Management Company, LLP to replace Pilgrim Baxter & Associates, Ltd. as a
subadviser of the Portfolio, effective as of May 21, 1998.
Wellington Management Company joins Miller Anderson & Sherrerd, LLP and T.
Rowe Price Associates, Inc., the Portfolio's other subadvisers, managing
approximately one-third of the Portfolio. We are optimistic that your Portfolio
will continue to benefit under the management of these three fine firms.
As a matter of regulatory compliance, we are sending you this information
statement which describes the management structure of the Portfolio, the
ownership of Wellington Management Company, and the terms of the Subadvisory
Agreement with Wellington Management which the Directors have approved.
Please feel free to call your financial adviser or to call us at (800)
858-8850 should you have any questions on the enclosed information statement. We
thank you for your continued interest in the Style Select Series Portfolios.
Sincerely,
/s/ Peter A. Harbeck
Peter A. Harbeck
PRESIDENT
<PAGE>
STYLE SELECT SERIES, INC.
MID-CAP GROWTH PORTFOLIO
THE SUNAMERICA CENTER
733 THIRD AVENUE
NEW YORK, NEW YORK 10017
------------------------
INFORMATION STATEMENT
---------------------
This information statement is being provided to the shareholders of the
Mid-Cap Growth Portfolio (the "Portfolio") of Style Select Series, Inc. ("Style
Select" or the "Corporation") in lieu of a proxy statement, pursuant to the
terms of an exemptive order Style Select has received from the Securities and
Exchange Commission which permits the Portfolio's manager to hire new
subadvisers and to make changes to existing subadvisory contracts with the
approval of the Board of Directors, but without obtaining shareholder approval.
This information statement is being furnished by the Directors of the
Corporation.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
This information statement will be mailed on or about July , 1998.
THE CORPORATION
The Mid-Cap Growth Portfolio is an investment portfolio of Style Select, a
Maryland corporation. The Corporation has entered into an Investment Advisory
and Management Agreement dated September 17, 1996 (the "Advisory Agreement"), as
amended from time to time, with SunAmerica Asset Management Corp., a Delaware
corporation ("SunAmerica" or the "Adviser"). SunAmerica selects the subadvisers
for and/or manages the investments of each Portfolio of Style Select, provides
various administrative services and supervises each Portfolio's daily business
affairs, subject to general review by the Board of Directors. The Advisory
Agreement authorizes SunAmerica to manage the assets of each Portfolio and/or to
retain the subadvisers to do so. SunAmerica selects subadvisers it believes will
provide each Portfolio with the highest quality investment services, while
obtaining, within each Portfolio's overall investment objective, a distinct
investment style. SunAmerica monitors the activities of the subadvisers and,
from time to time, will recommend the replacement of a subadviser on the basis
of investment performance, style drift or other consideration.
The subadvisers to Style Select act pursuant to agreements with SunAmerica.
Their duties include furnishing continuing advice and recommendations to the
relevant portion of the respective Portfolio regarding securities to be
purchased and sold. Each of the subadvisers is independent of SunAmerica and
discharges its responsibilities subject to the oversight and supervision of
SunAmerica, which pays the subadvisers' fees. The Portfolios do not pay fees
directly to the subadvisers. However, in accordance with procedures adopted by
the Directors, a subadviser may effect portfolio transactions through an
affiliated broker-dealer, acting as agent not as principal, and receive
brokerage commissions in connection therewith as permitted by Section 17(e) of
the Investment Company Act of 1940, as amended, the rules thereunder and other
applicable securities laws.
THE SUBADVISORY AGREEMENT
Since September 1996, Pilgrim Baxter & Associates, Ltd. ("Pilgrim Baxter")
has served as one of the Portfolio's subadvisers, pursuant to a Subadvisory
Agreement with SunAmerica dated September 17, 1996 (the "Previous Agreement").
At a meeting held on May 21, 1998, the Directors, including a majority of the
Directors who are not interested persons of the Portfolio or SunAmerica,
approved SunAmerica's recommendation to replace Pilgrim Baxter with a new
subadviser. Accordingly, the Directors approved a Subadvisory Agreement (the
"New Agreement") with Wellington Management Company, LLP ("Wellington
Management" or the "Subadviser"), which became effective on May 21, 1998. The
recommendation to engage Wellington Management was made by SunAmerica in the
ordinary course of its ongoing evaluation of subadviser performance and
investment strategy and after extensive research and qualitative and
quantitative analysis of numerous candidate firms and their organizational
structure, investment process and style, and long-term performance record.
SunAmerica believes that Wellington Management's investment style is
appropriately suited to the Portfolio and expects Wellington Management's
investment style to complement that of the Portfolio's other subadvisers, Miller
Anderson & Sherrerd, LLP ("Miller Anderson") and T. Rowe Price Associates, Inc.
("T. Rowe Price").
Under the Advisory Agreement, the annual rate of the investment advisory fee
payable to SunAmerica that applies to the Mid-Cap Growth Portfolio is 1.00% of
Assets. The term "Assets" means the average
<PAGE>
daily net assets of the Portfolio. This fee is accrued daily and paid monthly,
and may be higher than those charged to other mutual funds. For the fiscal year
ended October 31, 1997, SunAmerica paid fees to the Subadvisers of the Mid-Cap
Growth Portfolio equal to the aggregate annual rate of 0.50%, expressed as a
percentage of the Assets of the Portfolio. The net advisory fee retained by
SunAmerica with respect to the Portfolio after SunAmerica paid all Subadvisers
managing its assets was 0.50%, expressed as the aggregate annual rate of the
Assets of the Portfolio.
The New Agreement is substantially similar in form and in substance to the
Previous Agreement, in that it provides for the Subadviser to manage the portion
of the Portfolio allocated to it on a discretionary basis, provides for the
Adviser to compensate the Subadviser for its services, authorizes the Subadviser
to select the brokers or dealers to effect portfolio transactions for the
Portfolio, and requires the Subadviser to comply with the Portfolio's investment
policies and restrictions and with applicable law. A form of the New Agreement
is attached to this information statement as Exhibit A.
INFORMATION ABOUT WELLINGTON MANAGEMENT
Wellington Management is a Massachusetts limited liability partnership with
principal offices at 75 State Street, Boston, Massachusetts 02109. Wellington
Management is a professional investment counseling firm which provides
investment services to investment companies, employee benefit plans, endowments,
foundations and other institutions and individuals, and it is managed by its
active partners. Wellington Management and its predecessor organizations have
provided investment advisory services for over 60 years. As of March 31, 1998,
Wellington Management had investment management authority with respect to
approximately $193.9 billion of assets, and acts as subadviser to the following
other registered investment company portfolios which have investment objectives
similar to the Portfolio: Anchor Series Trust--Growth Portfolio; Armada Funds
Small Cap Growth Fund; and First Investors Life Series Fund-- First Investors
Life Growth Fund. No officer or director of the Corporation is an officer,
employee, general partner or shareholder of Wellington Management.
Wellington Management's portion of the Mid-Cap Growth Portfolio is managed
by Frank V. Wisneski. Mr. Wisneski is a Senior Vice President and has 29 years
of professional experience with the firm.
The names and principal occupations of the Managing Partners of Wellington
Management are set forth below:
<TABLE>
<CAPTION>
NAME POSITION ADDRESS
- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Robert W. Doran Managing Partner Wellington Management
Duncan M. McFarland Managing Partner Wellington Management
John R. Ryan Managing Partner Wellington Management
</TABLE>
The following individuals are each a General Partner and Senior Vice
President of Wellington Management, each having their address at Wellington
Management:
<TABLE>
<S> <C> <C>
Kenneth L. Abrams Nicholas C. Adams Rand L. Alexander
Deborah L. Allinson Nancy T. August James H. Averill
Karl E. Bandtel Marie-Claude Bernal William N. Booth
Paul Braverman Robert A. Bruno Pamela Dippel
Robert W. Doran Charles T. Freeman Laurie A. Gabriel
Frank J. Gilday John H. Gooch Nicholas P. Greville
Paul J. Hamel William C.H. Hicks Paul D. Kaplan
John C. Keogh George C. Lodge, Jr Nancy T. Lukitsh
Mark T. Lynch Christine S. Manfredi Patrick J. McCloskey
Earl E. McEvoy Duncan M. McFarland Paul M. Mecray, III
Matthew E. Megargel James N. Mordy Diane C. Nordin
Stephen T. O'Brien Edward P. Owens Saul J. Pannell
Thomas L. Pappas David M. Parker Jonathan M. Payson
Stephen M. Pazuk Robert D. Rands Eugene E. Record, Jr.
John R. Ryan Joseph H. Schwartz David W. Scudder
Binkley C. Shorts Trond Skramstad Catherine A. Smith
Stephen A. Soderberg Harriet T. Taggart Perry M. Traquina
Gene R. Tremblay Mary Ann Tynan Clare Villari
Ernst H. von Metzsch James L. Walters Kim Williams
Frank V. Wisneski
</TABLE>
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BOARD OF DIRECTORS' CONSIDERATIONS
In approving the New Agreement, the Directors, at an in-person meeting held
on May 21, 1998, considered certain factors, including (i) the nature and
quality of the services expected to be rendered by Wellington Management to the
Portfolio, including the credentials and investment experience of its officers
and employees; (ii) Wellington Management's investment approach, which is
expected to complement that of Miller Anderson and T. Rowe Price, and to provide
additional diversification to the Portfolio; (iii) the structure of Wellington
Management and its ability to provide services to the Portfolio, based on both
its financial condition as well as its performance record, and the fact that
Wellington Management serves as a subadviser of one other Portfolio of Style
Select, as well as all of the series of Anchor Series Trust; (iv) a comparison
of Wellington Management's subadvisory fee with those of other advisers; and (v)
indirect costs and benefits of providing such subadvisory services to the
Portfolio. The Directors determined that the change in subadvisers and the
subadvisory fee were reasonable, fair and in the best interests of the Portfolio
and its shareholders.
ADDITIONAL INFORMATION
SunAmerica serves as investment adviser, selects the subadvisers for and/or
manages the investments of each Portfolio, provides various administrative
services and supervises each Portfolio's daily business affairs, subject to
general review by the Directors. SunAmerica Capital Services, Inc. (the
"Distributor") serves as distributor of the shares of each Portfolio of the
Corporation. Both SunAmerica and the Distributor are located at The SunAmerica
Center, 733 Third Avenue, New York, New York 10017.
The Corporation is not required to hold annual meetings of shareholders and,
therefore, it cannot be determined when the next meeting of shareholders will be
held. Shareholder proposals to be considered for inclusion in the proxy
statement for the next meeting of shareholders must be submitted a reasonable
time before the proxy statement is mailed. Whether a proposal submitted will be
included in the proxy statement will be determined in accordance with applicable
state and federal law.
Copies of the most recent annual and semi-annual reports are available
without charge. Copies of such reports may be obtained by writing to SunAmerica,
at The SunAmerica Center, 733 Third Avenue, New York, New York 10017, or by
calling (800) 858-8850.
By Order of the Directors,
/s/ Robert M. Zakem
Robert M. Zakem
SECRETARY
Dated: July , 1998
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EXHIBIT A
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of August 20, 1997, as amended May
21, 1998 by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and WELLINGTON MANAGEMENT COMPANY, LLP, a
Massachusetts general partnership (the "Subadviser").
W I T N E S S E T H:
WHEREAS, the Adviser and Style Select Series, Inc., a Maryland corporation
(the "Corporation"), have entered into an Investment Advisory and Management
Agreement dated as of September 17, 1996, as amended from time to time (the
"Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Corporation;
and
WHEREAS, the Corporation is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company and
may issue shares of common stock, par value $.0001 per share, in separately
designated series representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish investment
advisory services to the investment series of the Corporation listed on Schedule
A attached hereto (the "Portfolio"), and the Subadviser is willing to furnish
such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. DUTIES OF THE SUBADVISER. (a) The Adviser hereby engages the services
of the Subadviser in furtherance of its Advisory Agreement with the Corporation.
Pursuant to this Subadvisory Agreement and subject to the oversight and review
of the Adviser, the Subadviser will manage the investment and reinvestment of a
portion of the assets of each Portfolio listed on Schedule A attached hereto.
The Subadviser will determine in its discretion and subject to the oversight and
review of the Adviser, the securities to be purchased or sold, will provide the
Adviser with records concerning its activities which the Adviser of the
Corporation is required to maintain, and will render regular reports to the
Adviser and to officers and Directors of the Corporation concerning its
discharge of the foregoing responsibilities. The Subadviser shall discharge the
foregoing responsibilities subject to the control of the officers and the
Directors of the Corporation and in compliance with such policies as the
Directors of the Corporation may from time to time establish, and in compliance
with (a) the objectives, policies and limitations for the Portfolio set forth in
the Corporation's current prospectus and statement of additional information,
and (b) applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that the portion of
the assets which it manages of the Portfolio set forth in Schedule A will at all
times be operated and managed in compliance with all applicable federal and
state laws governing its operations and investments. Without limiting the
foregoing, the Subadviser represents and warrants (1) qualification, election
and maintenance of such election by each Portfolio to be treated as a "regulated
investment company" under Subchapter M, chapter 1 of the Internal Revenue Code
of 1986, as amended (the "Code"), and (2) compliance with (a) the provisions of
the Act and rules adopted thereunder; (b) applicable federal and state
securities, commodities and banking laws; and (c) the distribution requirements
necessary to avoid payment of any excise tax pursuant to Section 4982 of the
Code. The Subadviser further represents and warrants that to the extent that any
statements or omissions made in any Registration Statement for shares of the
Corporation, or any
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<PAGE>
amendment or supplement thereto, are made in reliance upon and in conformity
with information furnished by the Subadviser expressly for use therein, such
Registration Statement and any amendments or supplements thereto will, when they
become effective, conform in all material respects to the requirements of the
Securities Act of 1933 and the rules and regulations of the Commission
thereunder (the "1933 Act") and the Act and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Subadviser accepts such employment and agrees, at its own expense, to
render the services set forth herein and to provide the office space,
furnishings, equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.
(b) The Subadviser agrees to maintain a level of errors and omissions or
professional liability insurance coverage that is from time to time satisfactory
to the Adviser.
2. PORTFOLIO TRANSACTIONS. The Subadviser is responsible for decisions to
buy or sell securities and other investments for a portion of the assets of each
Portfolio, broker-dealers and futures commission merchants' selection, and
negotiation of brokerage commission and futures commission merchants' rates. As
a general matter, in executing Portfolio transactions, the Subadviser may employ
or deal with such broker-dealers or futures commission merchants as may, in the
Subadviser's best judgment, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission rates. In selecting
such broker-dealers or futures commission merchants, the Subadviser shall
consider all relevant factors including price (including the applicable
brokerage commission, dealer spread or futures commission merchant rate), the
size of the order, the nature of the market for the security or other
investment, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer or futures commission merchant
involved, the quality of the service, the difficulty of execution, the execution
capabilities and operational facilities of the firm involved, and, in the case
of securities, the firm's risk in positioning a block of securities. Subject to
such policies as the Directors may determine and, consistent with Section 28(e)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the
Subadviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of the Subadviser's
having caused a Portfolio to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, if the Subadviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such member of an exchange,
broker or dealer viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment discretion. In
accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and
subject to any other applicable laws and regulations including Section 17(e) of
the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the
Adviser and its affiliates or any other subadviser to the Corporation and its
respective affiliates, as broker-dealers or futures commission merchants to
effect Portfolio transactions in securities and other investments for a
Portfolio. The Subadviser will promptly communicate to the Adviser and to the
officers and the Directors of the Corporation such information relating to
Portfolio transactions as they may reasonably request. To the extent consistent
with applicable law, the Subadviser may aggregate purchase or sell orders for
the Portfolio with contemporaneous purchase or sell orders of other clients of
the Subadviser or its affiliated persons. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in the manner the Subadviser
determines to be equitable and consistent with its and its affiliates' fiduciary
obligations to the Portfolio and to such other clients. The Adviser hereby
acknowledges that such aggregation of orders may not result in more favorable
pricing or lower brokerage commissions in all instances.
3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not be entitled to
receive any payment from the Corporation and shall look solely and exclusively
to the Adviser for payment of all fees for the
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<PAGE>
services rendered, facilities furnished and expenses paid by it hereunder. As
full compensation for the Subadviser under this Agreement, the Adviser agrees to
pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto
with respect to the portion of the assets managed by the Subadviser for each
Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as
soon as practicable after the end of each month (i.e., the applicable annual fee
rate divided by 365 applied to each prior days' net assets in order to calculate
the daily accrual). If the Subadviser shall provide its services under this
Agreement for less than the whole of any month, the foregoing compensation shall
be prorated.
4. OTHER SERVICES. At the request of the Corporation or the Adviser, the
Subadviser in its discretion may make available to the Corporation, office
facilities, equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered by the
Subadviser and billed to the Corporation or the Adviser at the Subadviser's
cost.
5. REPORTS. The Corporation, the Adviser and the Subadviser agree to
furnish to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs and that of the Corporation as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the Adviser
and the Corporation are not be deemed exclusive, and the Subadviser shall be
free to render similar services to others so long as its services to the
Corporation are not impaired thereby. The Subadviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Corporation in any way
or otherwise be deemed an agent of the Corporation.
7. CERTAIN RECORDS. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio that are required to be
maintained by the Corporation pursuant to the requirements of Rule 31a-1 of the
Act. Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are
prepared or maintained by the Subadviser on behalf of the Corporation are the
property of the Corporation and will be surrendered promptly to the Corporation
or the Adviser on request.
The Subadviser agrees that all accounts, books and other records maintained
and preserved by it as required hereby shall be subject at any time, and from
time to time, to such reasonable periodic, special and other examinations by the
Securities and Exchange Commission, the Corporation's auditors, the Corporation
or any representative of the Corporation, the Adviser, or any governmental
agency or other instrumentality having regulatory authority over the
Corporation.
8. REFERENCE TO THE SUBADVISER. Neither the Corporation nor the Adviser or
any affiliate or agent thereof shall make reference to or use the name of the
Subadviser or any of its affiliates in any advertising or promotional materials
without the prior approval of the Subadviser, which approval shall not be
unreasonably withheld.
9. LIABILITY OF THE SUBADVISER. (a) In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
("disabling conduct") hereunder on the part of the Subadviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Subadviser), the Subadviser shall not be
subject to liability to the Corporation or to any shareholder of the Corporation
for any act or omission in the course of, or connected with, rendering services
hereunder, including without limitation, any error of judgment or mistake of law
or for any loss suffered by any of them in connection with the matters to which
this Agreement relates, except to the extent specified in Section 36(b) of the
Act concerning loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services. Except for such disabling conduct, the
Adviser shall indemnify the Subadviser (and its officers, directors, partners,
agents, employees, controlling persons,
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shareholders and any other person or entity affiliated with the Subadviser)
(collectively, the "Indemnified Parties") from any liability arising from the
Subadviser's conduct under this Agreement.
(b) The Subadviser agrees to indemnify and hold harmless the Adviser and
its affiliates and each of its directors and officers and each person, if any,
who controls the Adviser within the meaning of Section 15 of the 1933 Act
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses), to which the Adviser or its affiliates or
such directors, officers or controlling person may become subject under the 1933
Act, under other statutes, at common law or otherwise, which may be based upon
(i) any wrongful act or breach of this Agreement by the Subadviser, or (ii) any
failure by the Subadviser to comply with the representations and warranties set
forth in Section 1 of this Agreement; provided, however, that in no case is the
Subadviser's indemnity in favor of any person deemed to protect such other
persons against any liability to which such person would otherwise be subject by
reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its reckless
disregard of obligation and duties under this Agreement.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts
of the Adviser or any other subadviser to the Portfolio with respect to the
portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of
the Subadviser which result from acts of the Adviser, including, but not limited
to, a failure of the Adviser to provide accurate and current information with
respect to any records maintained by Adviser or any other subadviser to a
Portfolio, which records are not also maintained by or otherwise available to
the Subadviser upon reasonable request. The Adviser agrees that the Subadviser
shall manage the portion of the assets of a Portfolio allocated to it as if it
was a separate operating Portfolio and shall comply with subsections (a) and (b)
of Section 1 of this Subadvisory Agreement (including, but not limited to, the
investment objectives, policies and restrictions applicable to a Portfolio and
qualifications of a Portfolio as a regulated investment company under the Code)
with respect to the portion of assets of a Portfolio allocated to the
Subadviser. The Adviser shall indemnify the Indemnified Parties from any
liability arising from the conduct of the Adviser and any other subadviser with
respect to the portion of a Portfolio's assets not allocated to the Subadviser.
10. PERMISSIBLE INTERESTS. Directors and agents of the Corporation are or
may be interested in the Subadviser (or any successor thereof) as directors,
partners, officers or shareholders, or otherwise; directors, partners, officers,
agents and shareholders of the Subadviser are or may be interested in the
Corporation as Directors, or otherwise; and the Subadviser (or any successor) is
or may be interested in the Corporation in some manner.
11. TERM OF THE AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until two years from the date hereof, and
from year to year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of a majority of those Directors of
the Corporation who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by the Directors of the Corporation or by vote of a
majority of the outstanding voting securities of the Portfolio voting separately
from any other series of the Corporation.
With respect to each Portfolio, this Agreement may be terminated at any
time, without payment of a penalty by the Portfolio or the Corporation, by vote
of a majority of the Directors, or by vote of a majority of the outstanding
voting securities (as defined in the Act) of the Portfolio, voting separately
from any other series of the Corporation, or by the Adviser, on not less than 30
nor more than 60 days' written notice to the Subadviser. With respect to each
Portfolio, this Agreement may be terminated by the Subadviser at any time,
without the payment of any penalty, on 90 days' written notice to the Adviser
and the Corporation; provided, however, that this Agreement may not be
terminated by the Subadviser unless another subadvisory agreement has been
approved by the Corporation in accordance with the Act, or after six months'
written notice, whichever is earlier. The termination of this Agreement with
respect to any Portfolio or the addition of any Portfolio to Schedule A hereto
(in the manner required by the Act) shall
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not affect the continued effectiveness of this Agreement with respect to each
other Portfolio subject hereto. This Agreement shall automatically terminate in
the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the Advisory Agreement
by and between the Corporation and the Adviser is terminated.
12. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
13. AMENDMENTS. This Agreement may be amended by mutual consent in writing,
but the consent of the Corporation must be obtained in conformity with the
requirements of the Act.
14. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of New York and the applicable provisions of the Act. To the
extent the applicable laws of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the Act, the latter shall
control.
15. SEPARATE SERIES. Pursuant to the provisions of the Articles of
Incorporation and the General Laws of the State of Maryland, each Portfolio is a
separate series of the Corporation, and all debts, liabilities, obligations and
expenses of a particular Portfolio shall be enforceable only against the assets
of that Portfolio and not against the assets of any other Portfolio or of the
Corporation as a whole.
16. NOTICES. All notices shall be in writing and deemed properly given when
delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
<TABLE>
<C> <S> <C>
Subadviser: Wellington Management Company, LLP
75 State Street
Boston, MA 02109
Attn: Mary Ann Tynan
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue, Third Floor
New York, NY 10017-3204
Attention: Robert M. Zakem
Senior Vice President and General Counsel
</TABLE>
IN WITNESS WHEREOF, the parties have caused their respective duly authorized
officers to execute this Agreement as of the date first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Peter A. Harbeck
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Name: Peter A. Harbeck
Title: PRESIDENT
WELLINGTON MANAGEMENT COMPANY, LLP
By: /s/ Robert Doran
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Name: Robert Doran
Title: CHAIRMAN AND MANAGING PARTNER
8
