<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:
----------------------------------------------------
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):
-----------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------
<PAGE>
5) Total fee paid:
------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
--------------------------------------------------------
4) Date Filed:
--------------------------------------------------------
<PAGE>
SUNAMERICA ASSET MANAGEMENT CORP.
The SunAmerica Center
733 Third Avenue
New York, NY 10017
212.551.5969
800.858.8850
[Logo]
February , 1999
Dear Style Select Series Shareholder:
The enclosed information statement is being provided to you as a result of the
merger of SunAmerica Inc. and American International Group, Inc., the leading
U.S.-based international insurance organization. Due to regulatory requirements
relating to this merger, the subadvisory agreements for each Portfolio of Style
Select Series, Inc. terminated. Therefore, SunAmerica Asset Management Corp.
executed new subadvisory agreements on behalf of each Portfolio, the terms of
which are identical to the subadvisory agreements which were in effect prior to
the merger.
As a matter of regulatory compliance, we are sending you this information
statement which describes the management structure of the Portfolios and the
ownership of each Subadviser.
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.
The SunAmerica Center
733 Third Avenue
New York, New York 10017
_____________________________
INFORMATION STATEMENT
_____________________________
This information statement is being provided to the shareholders of the
Large-Cap Value, Large-Cap Blend, Large-Cap Growth, Value, Mid-Cap Growth,
Small-Cap Value, Aggressive Growth, International Equity and Focus Portfolios
(the "Portfolios") 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 Portfolios' managers to hire new subadvisers and to
make changes to existing subadvisory contracts with the approval of the Board of
Directors, (the "Directors"), without obtaining shareholder approval. No change
of manager has been made and the sole purpose of this information statement is
set forth below. 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 March 1, 1999.
PURPOSE OF THE INFORMATION STATEMENT
As of January 1, 1999, SunAmerica Inc. merged with and into American
International Group, Inc. ("AIG"). As a result of this merger (the "Merger"),
SunAmerica Asset Management Corp., ("SunAmerica" or the "Adviser") became a
wholly owned subsidiary of AIG. As required by law, each subadvisory agreement
of Style Select provided for its automatic termination if the Investment
Advisory and Management Agreement ("Advisory Agreement") with SunAmerica
terminated. SunAmerica Inc.'s merger with AIG ("Merger Agreement") between
Style Select and SunAmerica terminated the Advisory Agreement, thus causing the
subadvisory agreements of Style Select to terminate automatically at that time
(the "Previous Agreements"). On behalf of the Portfolios of Style Select,
SunAmerica approved new subadvisory agreements to take effect upon consummation
of the merger, ( the "New Subadvisory Agreements"). The Directors of Style
Select unanimously approved the New Subadvisory Agreements at a Joint Special
Meeting held on October 20, 1998.
THE CORPORATION
The Portfolios are investment series of Style Select, a Maryland
corporation. The Corporation initially entered into an Advisory Agreement with
SunAmerica on September 17, 1996 and entered into a new Advisory Agreement with
SunAmerica on January 1, 1999. 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 Directors. The Advisory Agreement authorizes
SunAmerica to retain the subadvisers for the Portfolios or portions thereof for
which it does not manage the assets. SunAmerica selects subadvisers it believes
will provide each Portfolio with the highest quality investment services, while
obtaining, within each Portfolio's overall
<PAGE>
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
The New Subadvisory Agreements are identical in all respects, other than
the dates, to the Previous Agreements. They provide for the subadvisers to
manage the portions of the Portfolios allocated to them on a discretionary
basis, provide for the Adviser to compensate the subadvisers for their services,
authorize the subadvisers to select the brokers or dealers to effect portfolio
transactions for the Portfolios, and require the subadvisers to comply with the
Portfolios' investment policies and restrictions and with applicable law.
INVESTMENT ADVISORY AND MANAGEMENT FEES
PAID TO SUNAMERICA ASSET MANAGEMENT CORP.
<TABLE>
<CAPTION>
CURRENT ADVISORY FEE AS A
PORTFOLIO NAME AVERAGE DAILY NET ASSETS PERCENTAGE OF NET ASSETS
- - ---------------- ------------------------ ------------------------
<S> <C> <C>
Large-Cap Growth Net Assets 1.000%
Mid-Cap Growth First $750 MM 1.000%
Next $750 MM 0.950%
Thereafter 0.900%
Aggressive Growth First $750 MM 1.000%
Next $750 MM 0.950%
Thereafter 0.900%
Large-Cap Blend Net Assets 1.000%
Large-Cap Value Net Assets 1.000%
Value First $750 MM 1.000%
Next $750 MM 0.950%
Thereafter 0.900%
Small-Cap Value Net Assets 1.000%
</TABLE>
-2-
<PAGE>
INVESTMENT ADVISORY AND MANAGEMENT FEES
PAID TO SUNAMERICA ASSET MANAGEMENT CORP.
<TABLE>
<CAPTION>
CURRENT ADVISORY FEE AS A
PORTFOLIO NAME AVERAGE DAILY NET ASSETS PERCENTAGE OF NET ASSETS
- - -------------- ------------------------ ------------------------
<S> <C> <C>
International Equity First $750 MM 1.100%
Next $750 MM 1.050%
Thereafter 1.000%
Focus Portfolio Net Assets 0.850%
</TABLE>
SUNAMERICA ASSET MANAGEMENT CORP.
SUBADVISORY FEES PAID AND NET ADVISORY FEES RETAINED
FOR THE YEAR ENDED OCTOBER 31, 1998
<TABLE>
<CAPTION>
PORTFOLIO NAME SUBADVISORY FEES PAID(1) NET ADVISORY FEES RETAINED(1)
- - -------------- ------------------------ -----------------------------
<S> <C> <C>
Large-Cap Growth 0.48% 0.52%
Mid-Cap Growth 0.48% 0.52%
Aggressive Growth 0.38% 0.62%
Large-Cap Blend 0.42% 0.58%
Large-Cap Value 0.42% 0.58%
Value 0.50% 0.50%
Small-Cap Value 0.55% 0.45%
International Equity 0.66% 0.44%
Focus 0.40% 0.45%
</TABLE>
- - -----------------------
(1) Expressed as an annual percentage of the average daily net assets.
-3-
<PAGE>
INFORMATION ABOUT SUBADVISERS
DAVID L. BABSON & CO., INC. ("BABSON") is a Massachusetts corporation,
located at One Memorial Drive, Cambridge, Massachusetts 02142. Babson provides
investment advisory services to a substantial number of institutional and other
investors, including other registered investment companies. As of December 31,
1998, Babson had over $21.1 billion in assets under management. Set forth below
is a list of names and principal occupations of the Directors and Principal
Executive Officers. Their address is the same as that of the firm unless
otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Lance F. James Executive Vice President & Director
James W. MacAllen President, CEO, CIO & Director
Edward L. Martin Executive Vice President & Director
Walter T. McCormick Executive Vice President & Director
Stephen B. O'Brien Executive Vice President & Director
Frank L. Tarantino Executive Vice President, Director,
Chief Operating Officer & Clerk
Jonathan B. Treat, Sr. Vice President & Director
</TABLE>
BANKERS TRUST COMPANY ("BT") has principal offices at 130 Liberty Street
(One Bankers Trust Plaza), New York, New York 10006. BT is a worldwide merchant
bank that provides investment management services for the nation's largest
corporations and institutions. As of December 31, 1998 , BT managed
approximately $338 billion in assets globally. Set forth below is a list of
names and principal occupations of the Directors and Principal Executive
Officers. Their address is the same as that of the firm unless otherwise
stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Lee A. Ault III Director
Neil R. Austrian Director
George B. Beitzel Director
Richard H. Daniel Vice Chairman, Chief Financial
Officer and Controller
Phillip A. Griffiths Director
William R. Howell Director
-4-
<PAGE>
Vernon E. Jordan, Jr. Director
Hamish Maxwell Director
Frank N. Newman Chairman of the Board, Chief Executive
Officer, President and Director
N.J. Nicholas Jr. Director
Russell E. Palmer Director
Donald L. Staheli Director
Patricia Carry Stewart Director
G. Richard Thoman Director
George J. Vojta Vice Chairman of the Board and Director
Paul A. Volcker Director
</TABLE>
BERGER ASSOCIATES, INC. ("BERGER") is a Delaware corporation, located at
210 University Boulevard, Suite 900, Denver, Colorado 80206, and serves as
investment adviser, sub-adviser, administrator, or sub-administrator to mutual
funds, and institutional and private investors. As of December 31, 1998, Berger
had assets under management of approximately $3.5 billion. PERKINS, WOLF,
MCDONNELL & COMPANY ("PWM"), pursuant to a subcontract with Berger, serves as
Adviser to Berger's portion of Small-Cap Value Portfolio. PWM is located at 53
West Jackson Boulevard, Suite 818, Chicago, Illinois 60604, was organized as a
Delaware corporation in 1980. PWM is a member of the National Association of
Securities Dealers, Inc. and, in 1984, registered with the Securities and
Exchange Commission as an investment adviser. As of December 31, 1998, PWM had
assets under management of approximately $550 million. Set forth below is a
list of names and principal occupations of the Directors and Principal Executive
Officers. Their address is the same as that of the firm unless otherwise
stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION ADDRESS
<S> <C> <C>
Patrick Stephen Adams Senior Vice President Berger
William Merriam Bart Berger Director Berger
Thomas Joseph Blackburn Senior Vice President Berger
Danny Ray Carpenter Director Berger
Gerard Michael Lavin President and Director Berger
Joseph Dominic Monello, Jr Director Berger
Robert H. Perkins Chief Investment PWM
Officer, President and
Director
Thomas M. Perkins Portfolio Manager PWM
Landon Hill Rowland Director Berger
Mark Steven Sunderhuse Senior Vice President Berger
Jack Ralph Thompson Executive Vice Berger
President
Gregory E. Wolf Chief Operating PWM
Officer, Treasurer and
Director
</TABLE>
BRAMWELL CAPITAL MANAGEMENT, INC. ("BRAMWELL") is a Delaware corporation
located at 745 Fifth Avenue, New York, New York 10151. As of December 31, 1998,
Bramwell had under management approximately $ 713.6 million in assets. Set
forth below is a list of names and principal occupations of the Directors and
Principal Executive Officers. Their address is the same as that of the firm
unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Elizabeth R. Bramwell, CFA President & Chief Investment Officer
Mary F. McCollum Executive Vice President
</TABLE>
-5-
<PAGE>
DAVIS SELECTED ADVISERS, L.P. ("DAVIS") is a Colorado limited partnership,
located at 124 East Marcy Street, Santa Fe, New Mexico 87501. As of December
31, 1998, Davis had assets under management of approximately $22 billion. Set
forth below is a list of names and principal occupations of the Directors and
Principal Executive Officers. Their address is the same as that of the firm
unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Andrew A. Davis President
Christopher C. Davis Vice Chairman
Shelby Moore Cullom Davis Chairman, CEO
Kenneth Charles Eich Chief Operating Officer
Kenneth Charles Feinberg Portfolio Manager
Carolyn H. Spolidoro Portfolio Manager
</TABLE>
THE GLENMEDE TRUST COMPANY ("GLENMEDE")is located at One Liberty Place,
1650 Market Street, Suite 1200, Philadelphia, Pennsylvania 19103. Glenmede is a
privately-owned, independent trust company devoted exclusively to investment
management and trust services, taxable and tax exempt funds and institutions and
individuals investing in U.S. and International equity and fixed income
securities. As of December 31, 1998, Glenmede had approximately $15.1 billion
in assets under management. Set forth below is a list of names and principal
occupations of the Directors and Principal Executive Officers. Their address is
the same as that of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Susan W. Catherwood Director
Jules J. Ciesiclka, Jr. Senior Vice President and Director
J. Thomas Dunlevy Executive Vice President and Director
James L. Kermes President, Chief Executive Officer
and Director
Thomas W. Langfitt, M.D. Director
Paul D. Neidhardt Senior Vice President and Director
Arthur E. Pew, III Director
G. Thompson Pew, Jr. Director
J. Howard Pew, II Director
-6-
<PAGE>
J. N. Pew, IV, M.D. Director
R. Anderson Pew Director
Richard F. Pew Director
A. E. Piscopo Vice President, Chief Operating
Officer and Director
William H. Pope, Jr. Senior Vice President and Director
Warren A. Reintzel Senior Vice President and Director
Rebecca Rimel Executive Vice President and Director
Bruce D. Simon Senior Vice President, Chief Investment
Officer and Director
Andrew B. Williams Senior Vice President and Director
Robert G. Williams Director
Ethel Benson Wister Director
</TABLE>
JANUS CAPITAL CORPORATION ("JANUS") is a Colorado corporation located at
100 Filmore Street, Denver, Colorado 80206-4923, and serves as investment
adviser of subadviser to mutual funds and individual, corporate, charitable and
retirement accounts. As of December 31, 1998, Janus had assets under management
approximately $108 billion. Set forth below is a list of names and principal
occupations of the Directors and Principal Executive Officers. Their address is
the same as that of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Thomas H. Bailey President, Director Chairman, CEO
James P. Graif III Director, Vice Chairman, Chief
Investment Officer
Michael E. Herman Director
Thomas A. McDonnell Director
Landon H. Rowland Director
Michael Stolper Director
</TABLE>
-7-
<PAGE>
JENNISON ASSOCIATES LLC ("JENNISON") is a Delaware limited liability
company located at 466 Lexington Avenue, New York, New York 10017. As of
December 31, 1998, Jennison had approximately $46.4 billion in assets under
management for institutional and mutual fund clients. Set forth below is a list
of names and principal occupations of the Directors and Principal Executive
Officers. Their address is the same as that of the firm unless otherwise
stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Blair Allan Boyer Senior V.P., Director
Cecilia Marian Brancato Senior V.P., Director
David Chan Senior V.P., Director
Robert Bruce Corman Executive V.P., Director
Michael Anthony Del Balso Executive V.P., Director
Thomas Francis Doyle Executive V.P., Director
Joseph Phillip Ferrugio Senior V.P., Director
Bradley Lewis Goldberg Executive V.P., Director
John Howard Hobbs Chairman and Director
James Neal Kannry Executive V.P., Treasurer, Director
Karen Elizabeth Kohler Senior V.P., Treasurer, Secretary and Director
Jonathan Raymond Longley Executive V.P., Director
Kathleen Ann McCarragher Executive V.P., Director
Phillip Howard Moss Executive V.P., Director
David Thomas Poiesz Executive V.P., Director
Peter Howlett Reinemann Senior V.P., Director
Spiros Segalas President and Director
</TABLE>
-8-
<PAGE>
L.ROY PAPP & ASSOCIATES ("PAPP") is an Arizona partnership located at 6225
North 24th Street, Suite 150, Phoenix, Arizona 85018. Papp serves as investment
adviser to individuals, trusts, retirement plans, endowments and foundations.
As of December 31, 1998, assets under management exceeded $1.3 billion. Set
forth below is a list of names and principal occupations of the Directors and
Principal Executive Officers. Their address is the same as that of the firm
unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Victoria S. Cavallero General Partner
George D. Clark, Jr. General Partner
Jeffrey N. Edwards General Partner
Robert L. Hawley General Partner
Julie A. Hein General Partner
Robert L. Mueller General Partner
Harry A. Papp General Partner
L. Roy Papp General Partner
Rosellen C. Papp General Partner
Bruce C. Williams General Partner
</TABLE>
LAZARD ASSET MANAGEMENT ("LAZARD") is a division of Lazard Freres & Co.
LLC, a New York limited liability company, located at 30 Rockefeller Plaza, New
York, New York 10112. Lazard provides investment management services to
individual and institutional clients. As of December 31, 1998, Lazard and its
affiliated companies managed client discretionary accounts with assets totaling
approximately $71 billion. The following individuals are each a General Member
of Lazard, each having their address at Lazard:
<TABLE>
<CAPTION>
<S> <C> <C>
Eileen Donnelly Alexanderson William Roy Araskog Frederick Harlan Batrus
Gerardo Braggiotti Patrick Joseph Callahan,Jr. John Vincent Doyle
Michel Alexandre David-Weill Thomas Francis Dunn Norman Eig
Richard Parker Emerson Peter Roy Ezersky Eli H. Fink
Jonathan Frank Foster Robert Parke Freeman Albert Headden Garner
James Sommers Gold Jeffrey Alan Golman Steven Jeffrey Golub
Herbert Williams Gullquist Thomas Robert Haack Ira Otto Handler
Melvin Louis Heineman Robert Edward Hougie Kenneth Marc Jacobs
Jonathan Hiram Kagan James Lindsey Kempner Larry Alan Kohn
Lee Onnie Kraus Sandra Althouse Lamb David Chulkwon Lee
Michael Seth Liss William Ray Loomis, Jr. Jesse Robert Lovejoy
Matthew Joseph Lustig Thomas Edward Lynch Mark Thomas McMaster
Anthony Edward Meyer Damon Mezzacappa Robert Pattridge Morgenthau
Steven John Niemczyk Harnish W. M. Norton James Anthony Paduano
Adam Peter Parten Louis Perlmutter Russell Edward Planitzer
-9-
<PAGE>
Lester Pollack Steven Lawrence Rattner John Robert Reinsberg
Louis Gregory Rice Luis Emilio Rinaldini Bruno Max Roger
Michael Spector Rome Stephen Howard Sands Gary Stephen Shedlin
Arthur Paul Solomon David Allen Tanner David Lee Tashijan
Joseph Mikesell Thomas Michael Pesach Triguboff Donald Arthur Wagner
Ali Edward Wambold Michael Andrew Weinstock
</TABLE>
The following individuals are each a General Partner of Lazard, each having
their address at Lazard:
<TABLE>
<CAPTION>
<S> <C> <C>
Frederick Harlan Batrus David John Lane Freer Anderson Antoine Bernheim
D.S. Cummings Eliane Francoise Louise David-Weill Michel A. David-Weill
L.A.W. Evans Jean Guyot Jean-Claude Haas
Jay Ira Harris Hubert Heilbronn Melvin Louis Heineman
Jonathan Hiram Kagan William Ray Loomis, Jr. Philippe Meyer
Damon Mezzacappa Jesus Javier Mora del Rio Jonathan O'Herron
James Anthony Paduano Nicholas Stephen Parkes Louis Perlmutter
Lester Pollack Steven Lawrence Rattner Luis Emilio Rinaldini
Bruno Max Roger Jeremy William Sillem John Searle Tamgni
Dennis Russell Twining David John Verey Francois Voss
Ali Edward Wambold Miran Ershad Zaheen
</TABLE>
MARSICO CAPITAL MANAGEMENT, LLC ("MARSICO") is a Colorado limited liability
company located at 1200 17th Street, Suite 1300, Denver, CO 80202. As of
December 31, 1998, Marsico had under management approximately $3.9 billion in
assets. Set forth below is a list of names and principal occupations of the
Directors and Principal Executive Officers. Their address is the same as that
of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Christie L. Austin Vice President and Chief Financial Officer
Frank L. Gentry Director
Robert H. Gordon Director
Barbara M. Japha President and Director
Robert J. Lojokovic Executive Vice President
Christopher J. Marsico Chief Operating Officer and Director
Thomas F. Marsico Chairman and Director
Owen G. Shell, Jr. Director
Mary L. Watson Vice President
</TABLE>
-10-
<PAGE>
MILLER ANDERSON & SHERRERD, LLP ("MAS") is a Pennsylvania limited liability
partnership founded in 1969, located at One Tower Bridge, West Conshohocken,
Pennsylvania 19428. MAS provides investment services to employee benefit plans,
endowment funds, foundations and other institutional investors. As of December
31, 1998, MAS had in excess of $162 billion in assets under management. Set
forth below is a list of names and principal occupations of the Directors and
Principal Executive Officers. Their address is the same as that of the firm
unless otherwise stated.
The following individuals are each a Managing Director of MAS, each having their
address at MAS (Europe):
Andrew C. Brown P. Dominic Caldecott Frances Campion
David J. Germany Margaret P. Naylor Robert A. Sargent
James L. Tanner
The following individuals are each a Managing Director of MAS, each having their
address at MAS (North America):
James M. Allwin Barton M. Biggs Francine J. Bovich
Stephen C. Cordy Madhav Dhar Philip W. Friedman
Robert L. Meyer Frank P.L. Minard Russell C. Platt
Narayan Ramachandran Christine I. Reilly Vinod R. Sethi
Dennis G. Sherva Ann D. Thivierge Richard G. Jr. Woolworth
Arden C. Armstrong Glenn E. Becker Thomas L. Bennett
Kenneth B. Dunn Stephen F. Esser Tracey H. Ivey
Nicholas J. Kovich Maryann K. Maiwald Robert J. Marcin
Scott F. Richard Gary G. Schlarbaum Horacio A. Valeiras
Marna C. Whittington Richard B. Worley
The following individual is a Managing Director of MAS, having his address at MS
Asia:
Ean Wah Chin
The following individual is a Managing Director of MAS, having his address at
MAS Japan:
John R. Alkire
MONTAG & CALDWELL, INC. ("MONTAG & CALDWELL") is a Georgia corporation
located at 3343 Peachtree Road, Suite 1100, Atlanta, Georgia 30326-1022. Montag
& Caldwell was founded in 1945 and serves as investment adviser to employee
benefit, endowment, charitable and other institutional clients, as well as high
net worth individuals. As of December 31, 1998, Montag & Caldwell had in excess
of $ 25.7 billion in assets under management. Set forth below is a list of
names and principal occupations of the Directors and Principal Executive
Officers. Their address is the same as that of the firm unless otherwise
stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Jane M. Angolia Assistant Vice President
Sandra M. Barker, CFA Vice President
Janet B. Bunch, CFA Vice President
-11-
<PAGE>
Ronald E. Cankaris, CFA President and Chief Investment Officer
Elizabeth C. Chester Senior Vice President
Debra Bunde Comsudes, CFA Vice President
Jane R. Davenport, CFA Vice President
James L. Deming, CFA Vice President
Helen M. Donahue, CFA Assistant Vice President
Brion D. Friedman, CFA Vice President
C. Jefferson Hagood, CFA Vice President
Richard W. Haining, CFA Vice President
Mark C. Hayes, CFA Assistant Vice President
Lana M. Jordan Vice President
Rebecca M. Keister Vice President
Charles E. Markwalter, CFA Vice President
Grover C. Maxwell III, CFA Vice President
Michael A. Nadal Vice President
Solon P. Patterson, CFA Chairman
Matthew D. Reams, CFA Assistant Vice President
Brian W. Stahl Vice President, Treasurer
M. Scott Thompson, CFA Vice President
William A. Vogel, CFA Senior Vice President
Homer W. Whitman, Jr. Senior Vice President
John S. Whitney III Vice President
</TABLE>
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT ("MSDW INVESTMENT
MANAGEMENT") is
-12-
<PAGE>
located at 1221 Avenue of the Americas, New York, New York 10020. MSDW
Investment Management offers investment management and fiduciary services to
taxable and tax-exempt funds and institutions, international organizations and
individuals investing in U.S. and international equity and fixed income
securities. As of December 31, 1998, MSDW Investment Management, together with
its institutional investment management affiliates, had approximately $163.4
billion of combined assets under management as investment managers or fiduciary
advisers. Set forth below is a list of names and principal occupations of the
Directors and Principal Executive Officers. Their address is the same as that
of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND
PRINCIPAL EXECUTIVE OFFICERS POSITION ADDRESS
<S> <C> <C>
Barton M.Biggs Chairman, Director and Morgan Stanley&Co.
Managing Director Incorporated
Alexander C. Frank Treasurer Morgan Stanley & Co.
Incorporated
Dennis G. Sherva Director and Managing Morgan Stanley & Co.
Director Incorporated
Marna C. Whittington Chief Operating Officer, Miller Anderson &
Managing Director and Sherrerd, LLP
Member of Executive
Committee
Richard B. Worley President, Director, Miller Anderson &
Portfolio Manager and Sherrerd, LLP, MAS
Member of Executive Fund Distribution,
Committee Inc. and Morgan
Stanley & Co.
Incorporated
</TABLE>
NEUBERGER BERMAN, LLC. ("NEUBERGER BERMAN") is a Delaware limited liability
company located at 605 Third Avenue, New York, New York 10158-0180. Neuberger
Berman has been in the investment advisory business since 1939. As of December
31, 1998, Neuberger Berman and its affiliates had assets under management of
approximately $55.7 billion. Set forth below is a list of names and principal
occupations of the Directors and Principal Executive Officers. Their address is
the same as that of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND
PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Richard Cantor Chairman, Director and Principal
Michael Kassen Director, Vice President, Portfolio
Manager and Principal
Jeffrey B. Lane Chief Administrative Office and
Permanent Director
Daniel P. Paduano Chairman of the Board, Director,
Vice President and Principal
-13-
<PAGE>
Marvin C. Shwartz Principal and Permanent Director
R. Edward Spilka Principal
Peter E. Sundman Principal and Senior Vice President
Dietrich Weismann Principal
Lawrence Zieklin Director, President, Trustee,
Principal Executive Officer,
Principal, and Permanent Director
</TABLE>
ROWE PRICE FLEMING INTERNATIONAL, INC. ("ROWE FLEMING") is a Maryland
corporation, incorporated in 1979. It is located at 100 East Pratt Street,
Baltimore, Maryland 21202. As of December 31, 1998, Rowe-Fleming managed $32.9
billion of foreign assets. Set forth below is a list of names and principal
occupations of the Directors and Principal Executive Officers. Their address is
the same as that of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND PRINCIPAL
EXECUTIVE OFFICERS POSITION
<S> <C>
D. William J. Garrett Director of the Manager and Group
Chief Executive of Robert Fleming
Holdings Limited ("Robert Fleming
Holdings")
P. John Manser Director of the Manager and
Chairman of Robert Fleming Holdings
George A. Murnaghan Executive Vice President of the
Manager and Managing Director
James S. Riepe Director of the Manager, Vice
Chairman of the Board, Director and
Managing Director
George A. Roche Director of the Manager, Chairman
of the Board, President and
Managing Director
Henry C.T. Strutt Director of the Manager, Chairman
of Jardine Fleming Group Limited
and Director of Robert Fleming
Holdings
Martin G. Wade President and Director of the
Manager, Director of Robert Fleming
Holdings and Robert Fleming Asset
Management
Alvin M. Younger, Jr. Secretary, Treasurer of the
Manager, Chief Financial Officer,
Managing Director
</TABLE>
T. ROWE PRICE ASSOCIATES, INC. ("T. ROWE") is a Maryland corporation
located at 100 East
-14-
<PAGE>
Pratt Street, Baltimore, Maryland 21202. Founded in 1937, T. Rowe and its
affiliates managed over $148 billion in assets as of December 31, 1998. Set
forth below is a list of names and principal occupations of the Directors and
Principal Executive Officers. Their address is the same as that of the firm
unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND
PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
Preston G. Athey Managing Director
Connice A. Bavely Vice President
Patrice L. Berchtenbreiter-Ely Vice President
Brian W.H. Berghuis Managing Director
Edward C. Bernard Managing Director
Stephen W. Boesel Managing Director
Joseph A. Carrier Vice President
Jerome A. Clark Vice President
Kristen F. Culp Vice President
Christy M. DiPietro Vice President
Michael A. Goff Managing Director
James E. Halbkat, Jr. Outside Director
Charles B. Hill Vice President
Henry H. Hopkins Managing Director
Richard P. Howard Vice President
James A.C. Kennedy III Managing Director
Veena A. Kutler Vice President
Heather R. Landon Vice President
H. Laporte, Jr. Managing Director
Gregory A. McCrickard Vice President
John Richard L. Menschel Outside Director
-15-
<PAGE>
Cheryl A. Mickel Vice President
Mary J. Miller Managing Director
Charles A. Morris Managing Director
George A. Murnaghan Managing Director
Edmund M. Notzon III, Ph.D. Managing Director
Charles M. Ober Vice President
Donald J. Peters Vice President
Larry J. Puglia Vice President
William T. Reynolds Managing Director
James S. Riepe Vice Chairman of the Board and
Managing Director
George A. Roche President, Chairman of the Board
and Managing Director
Brian C. Rogers Managing Director
John W. Rosenblum Outside Director
R. Todd Ruppert Managing Director
Charles P. Smith Managing Director
Robert W. Smith Vice President
William F. Snider, Jr. Vice President
Brian D. Stansky Vice President
Robert L. Strickland Outside Director
William J. Stromberg Vice President
M. David Testa Vice Chairman of the Board, Chief
Investment Officer and Managing
Director
Peter Van Dyke Managing Director
Mark J. Vaselkiv Vice President
-16-
<PAGE>
Charles E. Vieth Managing Director
David J. Wallack Vice President
Philip C. Walsh Outside Director
Richard T. Whitney Managing Director
Anne Marie Whittemore Outside Director
Edward A. Wiese Vice President
Alvin M. Younger, Jr. Chief Financial Officer, Managing
Director, Treasurer and Secretary
</TABLE>
WARBURG PINCUS ASSET MANAGEMENT, INC. ("WARBURG") is located at 466
Lexington Avenue, New York, New York 10017-3147.Warburg is a professional
investment advisory firm which provides investment services to investment
companies, employee benefit plans, endowment funds, foundations and other
institutions and individuals. As of December 31, 1998, Warburg managed
approximately $21.5 billion in assets. Set forth below is a list of names and
principal occupations of the Directors and Principal Executive Officers. Their
address is the same as that of the firm unless otherwise stated.
<TABLE>
<CAPTION>
NAME OF DIRECTORS AND
PRINCIPAL EXECUTIVE OFFICERS POSITION
<S> <C>
James W. Bernaiche Vice President and Chief Compliance
Officer
Susan Black Managing Director
Elizabeth B. Dater Managing Director
Stephen Distler Managing Director, Treasurer and
Assistant Secretary
P. Nicholas Edwards Managing Director
Harold W. Ehrlich Managing Director
Kyle F. Frey Managing Director
John L. Furth Chairman of the Board and Director
Robert S. Janis Managing Director
Richard H. King Managing Director
Reuben S. Leibowitz Managing Director
Scott T. Lewis Managing Director
-17-
<PAGE>
Stephen J. Lurito Managing Director
Janna Manes Vice President, Secretary and
General Counsel
Lynn S. Martin Managing Director
Maryanne Mullarkey Managing Director
Sharon B. Parente Managing Director
Lionel I. Pincus Chief Executive Office and Director
Eugene L. Podsiadlo Managing Director
Brian S. Posner Managing Director
Arnold M. Reichman Managing Director, Chief Operating
Officer and Assistant Secretary
Roger Reinlieb Managing Director
Sheila N. Scott Managing Director
Harold E. Sharon Managing Director
Eugene J. Siembieda Managing Director
Barbara Tarmy Managing Director
Donna Vandenbulcke Managing Director
John L. Vogelstein Director
Patricia F. Widner Managing Director
</TABLE>
WELLINGTON MANAGEMENT COMPANY, LLP. ("WELLINGTON MANAGEMENT") is a
Massachusetts limited liability partnership, located 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. As of December 31, 1998, Wellington Management had investment
management authority with respect to approximately $211.3 billion. Set forth
below is a list of names and principal occupations of the Directors and
Principal Executive Officers. Their address is the same as that of the firm
unless otherwise stated.
The following individuals are each a Managing Partner:
<TABLE>
<S> <C> <C>
Robert W. Doran Duncan M. McFarland John R. Ryan
The following individuals are each a General Partner and Senior Vice President:
-18-
<PAGE>
Kenneth L. Abrams Nicholas C. Adams Rand L. Alexander
Deborah L. Allinson James H. Averill Karl E. Bandtel
Marie-Claude Bernal William N. Booth Paul Braverman
Robert A. Bruno Maryann E. Carroll Pamela Dippel
Charles T. Freeman Laurie A. Gabriel Frank J. Gilday
John H. Gooch Nicholas P. Greville Paul Hamel
William C.S. Hicks Lucius T. Hill, III 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 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
Jonathan M. Payson Stephen M. Pazuk Robert D. Rands
Eugene E. Record, Jr. James A. Rullo Joseph J. Schwartz
Theodore Shasta Binkley C. Shorts Trond Skramstad
Catherine A. Smith Stephen A. Soderberg Brendan J. Swords
Harriett Tee Taggart Perry M. Traquina Gene R. Tremblay
Michael A. Tyler Mary Ann Tynan Clare Villari
Ernst H. von Metzsch James L. Walters Kim Williams
Francis V. Wisneski
</TABLE>
BOARD OF DIRECTORS' CONSIDERATIONS
At a meeting held on October 20, 1998, the Directors unanimously approved
the New Subadvisory Agreements. In connection with this approval, the Directors
considered that the terms of the Merger Agreement do not contemplate any changes
in the overall form of the advisory and subadvisory contracts, the advisory
fees, or any of the Portfolio's objectives or policies. Among other things, the
Directors considered the fact that although ultimate ownership of SunAmerica's
parent company will change, senior officers of SunAmerica had assured the
Directors that no change would occur in the personnel providing services to the
Fund and its applicable Portfolios and no diminution in the nature or quality of
those services. Senior officers of SunAmerica also informed the Directors that
they did not foresee any changes in the day-to-day operations of SunAmerica as a
result of the Merger. As part of their deliberations, the Directors also took
into account the following, among other factors: the nature and quality of the
services provided or reasonably anticipated to be provided and the results
achieved or reasonably anticipated to be achieved by SunAmerica; the amount and
structure of investment advisers' fees generally and the fees payable under the
New Agreements; and the organizational capability and financial condition of
SunAmerica and its affiliates.
The Directors also took into account the financial strength of AIG, the
management, personnel and operations of AIG, the commitment of AIG to the
financial services industry, and the proposed structure of the Merger. The
Directors based their determinations in this regard on discussions with
representatives of AIG at the meeting and a review of materials provided by AIG
in connection with the meeting. The Directors also considered the additional
resources that were likely to be available to SunAmerica following the Closing.
ADDITIONAL INFORMATION
SunAmerica Capital Services, Inc. (the "Distributor") serves as distributor
of the shares of each
-19-
<PAGE>
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 at 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: March 1, 1999
