<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:
------------------------------------------------------------------------
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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
SUNAMERICA ASSET MANAGEMENT CORP.
The SunAmerica Center
733 Third Avenue
New York, NY 10017
212.551.5969
800.858.8850
[SUN AMERICA ASSET MANAGEMENT LOGO]
April 8, 1999
Dear Shareholders:
The enclosed information statement is being provided to shareholders of the
Focus Portfolio of Style Select Series, Inc. as a result of a change in control
of one of its subadvisers, Marsico Capital Management, LLC ("Marsico"). On
February 8, 1999, NationsBank, N.A., a subsidiary of BankAmerica Corporation and
a national bank organized under the laws of the United States, acquired 50% of
the voting control of Marsico. The transaction will not affect Marsico's
day-to-day operations, its investment process, or its portfolio management team.
In addition, this information statement details a change in subadvisers with
respect to the Large-Cap Blend Portfolio (renamed the "Focused Growth and Income
Portfolio" as of April 1, 1999) of Style Select Series, Inc. On February 18,
1999, the Board of Directors approved the replacement of Lazard Asset
Management, Morgan Stanley Dean Witter Investment Management and T. Rowe Price
Associates, Inc. as investment managers for the Large-Cap Blend Portfolio.
Accordingly, the Board of Directors approved the engagement of Marisco, to serve
as an investment manager effective April 1, 1999. Thus, Marsico joins SunAmerica
Asset Management Corp., the Portfolio's investment adviser, in each managing
approximately one-half of the Large-Cap Blend Portfolio. We are optimistic that
the Large-Cap Blend Portfolio will continue to benefit under the management of
Marsico and SunAmerica Asset Management Corp.
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 Marsico and the terms of the Subadvisory Agreement with Marsico
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, Inc.
Portfolios.
Sincerely,
/s/ Peter A. Harbeck
Peter A. Harbeck
PRESIDENT
<PAGE>
STYLE SELECT SERIES, INC.
FOCUS PORTFOLIO
LARGE-CAP BLEND 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
Large-Cap Blend Portfolio (the name of the Portfolio was changed effective April
1, 1999, and is hereinafter referred to as the "Focused Growth and Income
Portfolio") and Focus Portfolio ("Focus") 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 SunAmerica Asset Management Corp.
("SunAmerica") to hire new subadvisers and to make changes to existing
subadvisory contracts with the approval of the Board of Directors, (the
"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 April 8, 1999.
PURPOSE OF THE INFORMATION STATEMENT
First, on November 5, 1998, Thomas F. Marsico and TFM Holdings, LLLP, and
other related entities (collectively, the Marsico Entities') entered into a
transaction agreement with NationsBank, N.A. ("NationsBank"), a subsidiary of
BankAmerica Corporation, pursuant to which the Marsico Entities agreed to sell
50% of Marsico Capital Management, LLC ("Marsico") to NationsBank. The
transaction was completed on February 8, 1999 and, pursuant to the terms of the
agreement, NationsBank acquired a 50% ownership interest in Marsico. This
acquisition constituted a change in control of Marsico which resulted in an
assignment, as defined in Section 2(a)(4) of the Investment Company Act of 1940
( the "1940 Act"), of the Subadvisory Agreement between SunAmerica and Marsico
which was in effect at that time. The Subadvisory Agreement, by its terms and
consistent with Section 15(a) of the 1940 Act, provided for its automatic
termination upon assignment. On November 19, 1998, the Directors of Style Select
approved a new Subadvisory Agreement between SunAmerica and Marsico with respect
to Focus.
Second, on February 18, 1999, the Directors approved a Subadvisory Agreement
between SunAmerica, the investment adviser and manager, and Marsico, the
subadviser, with respect to a component of Focused Growth and Income. As of
April 1, 1999, Marsico and SunAmerica replaced Lazard Asset Management
("Lazard"), Morgan Stanley Dean Witter Investment Management Corp. ("MSDW") and
T. Rowe Price ("T. Rowe") as investment managers of Focused Growth and Income.
THE CORPORATION
The Focus Portfolio and the Focused Growth and Income Portfolio are each an
investment series of Style Select, a Maryland corporation. The Corporation
initially entered into an Investment Advisory Agreement (the "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 the Portfolios of Style
Select, provides various administrative services and supervises the Portfolios'
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 the
subadvisers it believes will provide the Portfolios with the highest quality
investment services, while obtaining, within the Portfolios' overall investment
objective, a distinct investment style. SunAmerica monitors the activities of
the subadviser and, from time to time, will recommend the replacement of a
subadviser on the basis of investment performance, style drift or other
consideration.
<PAGE>
The subadvisers to Style Select act pursuant to agreements with SunAmerica.
Their duties include furnishing continuing advice and recommendations to the
relevant portion of their respective Portfolios regarding securities to be
purchased and sold. The subadviser is independent of SunAmerica and discharges
its responsibilities subject to the oversight and supervision of SunAmerica,
which pays the subadviser's fees. The Portfolio does not pay fees directly to
the subadviser. 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 1940
Act, as amended, the rules thereunder and other applicable securities laws.
INFORMATION ABOUT THE FOCUS PORTFOLIO
The Focus Portfolio seeks long-term growth of capital primarily through
investment in equity securities. SunAmerica generally allocates investments in
Focus to its three subadvisers, including Marsico. Each Subadviser will manage a
portion of Focus' assets and generally invest in the ten securities that
represent its favorite stock-picking ideas. Each Subadviser may emphasize
different stock-picking styles and may invest in stocks with a range of market
capitalizations. Under normal circumstances, Focus intends to be substantially
or fully invested in equity securities, including common stocks and other
securities with characteristics of common stocks. Each Subadviser will actively
manage its portion of Focus and will continuously review its stock picks.
INFORMATION ABOUT THE FOCUSED GROWTH AND INCOME PORTFOLIO
The Focused Growth and Income Portfolio will continue to seek long-term
growth of capital and a reasonable level of current income by investing
generally in equity securities of large-sized companies. The investment
objective and techniques of Focused Growth and Income will remain identical to
what they had been prior to the change in subadvisers, however, the strategies
by which the managers pursue the objective have been modified to reflect the
more focused nature of the Portfolio. As such, Marsico and SunAmerica will each
manage approximately one half of its assets and concentrate each portion's
investments in 30 or fewer securities emphasizing a growth and income strategy.
Both Marsico and SunAmerica will actively manage its portion of Focused Growth
and Income and will continuously review its stock picks.
THE SUBADVISORY AGREEMENT
Pursuant to a Subadvisory Agreement with SunAmerica dated May 8, 1998,
Marsico has been serving as one of the subadvisers to Focus. This Subadvisory
Agreement terminated upon the consummation of the merger between NationsBank and
Marsico on February 8, 1999. At the Board meeting held on November 19, 1998, the
Directors approved a new Subadvisory Agreement with Marsico, identical to the
one prior to the acquisition of Marsico by NationsBank, which became effective
on February 8, 1999.
Pursuant to Subadvisory Agreements with SunAmerica on behalf of Focused
Growth and Income, Lazard and T. Rowe had each served as a subadviser since its
commencement of operations, October 15, 1997, and MSDW had served as a
subadviser since April 1, 1998 (the "Previous Agreements"). At a meeting held on
February 18, 1999, the Directors, including a majority of the Directors who are
not interested persons of Focused Growth and Income or SunAmerica, approved
SunAmerica's recommendation to replace Lazard, T. Rowe and MSDW. Accordingly,
the Directors approved a Subadvisory Agreement (the "New Agreement") with
Marsico, which became effective April 1,1999. SunAmerica recommended Marsico 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.
Under the Advisory Agreement, the annual rates of the investment advisory
fees payable to SunAmerica for each of the relevant Portfolios are as follows:
1.00% of Assets for Focused Growth and Income and 0.85% of Assets for Focus. The
term "Assets" means the average daily net assets of the respective Portfolios.
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, 1998, SunAmerica
paid fees to the Subadvisers, equal
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<PAGE>
to the aggregate annual rate, as follows: 0.42% of Assets for Focused Growth and
Income and 0.40% of Assets for Focus. The fees retained by SunAmerica for each
of the relevant Portfolios are as follows: 0.58% for Focused Growth and Income
and 0.45% for Focus.
The new agreements between Marsico and SunAmerica, on behalf of Focused
Growth and Income and Focus, are substantially similar in form and in substance
to the Previous Agreements, in that they (i) provide for the Subadviser to
manage the portion of the relevant portfolio allocated to it on a discretionary
basis, (ii) provide for the Adviser to compensate the Subadviser for its
services, (iii) authorize the Subadviser to select the brokers or dealers to
effect portfolio transactions for the Portfolio, and (iv) require the Subadviser
to comply with the Portfolio's investment policies and restrictions and with
applicable law. A form of the Subadvisory Agreement is attached to this
information statement as Exhibit A.
INFORMATION ABOUT MARSICO
Marsico is a Delaware limited liability company with principal offices at
1200 17th Street, Denver, Colorado 80202. As of December 31, 1998, Marsico had
approximately $3.9 billion in assets under management.
Marsico's investment management objective is to provide consistent, superior
absolute returns through a combination of creative idea generation, intensive
research and a rigorous buy/sell discipline. Marsico seeks to identify companies
with high potential for strong earnings growth by focusing on those companies
with long-term success potential in changing industries, with strong brand
franchises that can be leveraged in a changing global environment, and that are
moving with the major social, economic and cultural shifts taking place
globally. Once an investment idea emerges, Marsico subjects it to a detailed,
disciplined process that includes both top-down and bottom-up elements. They
analyze the economic, political and social factors that enhance a company's
ability to produce consistent growth in real terms as well as the fundamentals
of a company to determine its present and future value.
Marsico uses a risk management discipline in deciding when to sell a stock.
They review negative changes in their original rationale for owning a stock and
adverse changes in the competitive, regulatory and economic environments.
However, Marsico is careful to distinguish between temporary corrective setbacks
and structural changes. They maintain an extensive network of contacts who
provide early alerts to changes that may affect Marsico's positions. They call
upon these contacts as a routine part of a systematic portfolio review
discipline which subjects each holding to constant analysis of performance
against expectations and benchmarks.
Marsico encourages "out-of-the-box" thinking as an approach to investing.
This entails a non-linear approach to the generation of investment ideas and
strategies, actively seeking information and relationships not obvious to other
investors and analysts. Marsico gathers insight from a company's suppliers,
customers, competitors and critics beyond the information obtained from
financial ratios and analyst meetings, believing that the best investment ideas
often are immune to traditional Wall Street orthodoxies, especially in a
company's early stages when they stand to do the investor most good.
The names and principal occupations of the Directors and Principal Executive
Officers of Marsico are set forth below:
<TABLE>
<CAPTION>
NAME POSITION ADDRESS
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Frank L. Gentry Director 101 S. Tryon Street
Charlotte, NC 28255
Robert H. Gordon Director 101 S. Tryon Street
Charlotte, NC 28255
Barbara M. Japha President and Director 1200 17th Street, Suite 1300
Denver, CO 80202
Christopher J. Marsico Chief Operating Officer and Director 1200 17th Street, Suite 1300
Denver, CO 80202
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME POSITION ADDRESS
- ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Thomas F. Marsico Chairman, Chief Executive Officer 1200 17th Street, Suite 1300
and Director Denver, CO 80202
Owen G. Shell, Jr. Director 800 Market Street
St. Louis, MO 63101
</TABLE>
NationsBank, a national banking association having its principal place of
business in Charlotte, North Carolina, is a subsidiary of BankAmerica
Corporation. The merger of BankAmerica Corporation and NationsBank Corporation
on September 30, 1998 resulted in the second largest banking organization in the
United States, BankAmerica Corporation, with approximately $570 billion in
assets serving approximately 30 million households, as well as the world's
largest banking group in terms of market capitalization of over $139.5 billion.
BOARD OF DIRECTORS' CONSIDERATION
In approving the Subadvisory Agreements described hereto, the Directors, at
in-person meetings held on November 19, 1998 and February 18, 1999, considered
certain factors, including (i) the nature and quality of the services expected
to be rendered by Marsico, including the credentials and investment experience
of its officers and employees; (ii) Marsico's investment approach and management
style, which is expected to compliment the other investment managers of the
Portfolios; (iii) the structure of Marsico and its ability to provide services,
based on both its financial condition as well as its performance record; (iv) a
comparison of Marsico's subadvisory fee with those of other advisers; and (v)
indirect costs and benefits of providing such subadvisory services. The
Directors determined that, with respect to Focused Growth and Income, the change
in subadvisers and the subadvisory fee were reasonable, fair and in the best
interests of its shareholders.
ADDITIONAL INFORMATION
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 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: April 8, 1999
4
<PAGE>
EXHIBIT A
[FORM OF]
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of , by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser"), and
MARSICO CAPITAL MANAGEMENT, LLC, a Delaware Limited Liability Company (the
"Subadviser").
WITNESSETH:
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 January 1, 1999, (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 Investment Advisory and Management
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 compliance with: (a) the
provisions of the Act and rules adopted thereunder; and (b) applicable federal
and state securities, commodities and banking laws. 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 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
<PAGE>
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 judgement, 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 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
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<PAGE>
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 statement, and such other information with regard to
their affairs and that of the Corporation as each may reasonably request.
6. STATUS OF THE SUBADVISER. (a) The services of the Subadviser to the
Adviser and the corporation are not to 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.
(b) Subadviser hereby consents to and grants a non-exclusive license for the
use by the Corporation and the Adviser to the phrase "Marsico Capital" or
"Marsico Capital Management," the identifying word "Marsico" in the name of the
Portfolio and any logo or symbol authorized by the Subadviser (collectively, the
"Marsico Identification"). Such consent is conditioned upon the employment of
the Subadviser or its affiliates for the Portfolio pursuant to the terms hereof.
Subadviser may, from time to time, use the Marsico Identification in other
connections and for other purposes, including without limitation in the names of
other investment companies, corporations or businesses that it may manage,
advise, sponsor or own or in which it may have a financial interest. Subadviser
may require the Corporation and the Adviser to cease using the Marsico
Identification if the Adviser ceases to employ Subadviser hereunder.
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 that
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
7
<PAGE>
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, 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) 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 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 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 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
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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 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>
<S> <C>
Subadviser: Marsico Capital Management, LLC
1200 17th Street--Suite 1300
Denver, Colorado 80202
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>
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IN WITNESS WHEREOF, the parties have caused their respective duly authorized
officers to execute this Agreement as of the date first above written.
<TABLE>
<S> <C> <C>
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ PETER A. HARBECK
-----------------------------------------
Name: Peter A. Harbeck
Title: PRESIDENT
MARSICO CAPITAL MANAGEMENT, LLC
By:
-----------------------------------------
Name:
Title:
</TABLE>
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