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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
SunAmerica 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:
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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:
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5) Total fee paid:
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[ ] 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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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]
September 29, 2000
Dear Shareholders:
The enclosed information statement is being provided to shareholders of the
International Equity Portfolio of SunAmerica Style Select Series, Inc. as a
result of a change in ownership structure of one of its subadvisers, Rowe
Price-Fleming International, Inc. ("RPFI"). Prior to August 1, 2000, RPFI was a
joint venture between T. Rowe Price Associates, Inc. ("T. Rowe") and
London-based Robert Fleming Holdings Limited ("Fleming"). On August 1, 2000
T. Rowe purchased the 50% joint venture interest in RPFI that had been owned by
Fleming. To reflect RPFI's status as a wholly-owned subsidiary of T. Rowe, its
name was changed to T. Rowe Price International, Inc. The transaction will not
affect T. Rowe Price International, Inc.'s day-to-day operations, its investment
process, or its portfolio management team.
As a matter of regulatory compliance, we are sending you this information
statement which describes the ownership of T. Rowe Price International, Inc.,
and the terms of the Subadvisory Agreement with T. Rowe Price International,
Inc. which the Directors have approved.
Please feel free to call your financial adviser or to call us at
(800) 858-8850, extension 5125 should you have any questions on the enclosed
information statement. We thank you for your continued interest in the
SunAmerica Style Select Series, Inc. Portfolios.
Sincerely,
/s/ Peter A. Harbeck
Peter A. Harbeck
PRESIDENT
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SUNAMERICA STYLE SELECT SERIES, INC.
INTERNATIONAL EQUITY PORTFOLIO
THE SUNAMERICA CENTER
733 THIRD AVENUE
NEW YORK, NEW YORK 10017
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INFORMATION STATEMENT
---------------------
This information statement is being provided to the shareholders of the
International Equity Portfolio ("International Equity") of SunAmerica 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 September 29, 2000.
Copies of the most recent annual and semi-annual reports are available without
charge. Copies of such reports of Style Select 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, extension 5125.
PURPOSE OF THE INFORMATION STATEMENT
Prior to August 1, 2000, Rowe-Price Fleming International, Inc. ("RPFI") was
a joint venture between T. Rowe Price Associates, Inc. ("T. Rowe") and
London-based Robert Fleming Holdings Limited ("Fleming"). The sale of Fleming to
Chase Manhattan Corporation led to T. Rowe purchasing the 50% joint venture
interest in RPFI that had been owned by Fleming. After the purchase, T. Rowe
changed the name of RPFI to T. Rowe Price International, Inc. in order to
reflect its status as a wholly-owned subsidiary of T. Rowe. The purchase by
T. Rowe of Fleming's 50% interest in RPFI constituted a change in control of
T. Rowe Price International, Inc., formerly RPFI, which resulted in an
assignment, as defined in Section 2(a)(4) of the Investment Company Act of 1940,
as amended (the "1940 Act"), of the Subadvisory Agreement between SunAmerica and
T. Rowe Price International, Inc. 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 July 26,
2000, the Board of Directors of Style Select approved a new Subadvisory
Agreement between T. Rowe Price International, Inc. and SunAmerica on behalf of
the International Equity Portfolio of Style Select.
THE CORPORATION
The International Equity Portfolio is 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, as amended from time to time. 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.
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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 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 1940
Act, as amended, the rules thereunder and other applicable securities laws.
INFORMATION ABOUT THE INTERNATIONAL EQUITY PORTFOLIO
The International Equity Portfolio seeks long-term growth of capital by
investing in equity securities of issuers in countries other than the United
States. It invests in securities of companies without regard to their market
capitalization, and also from time to time in companies located in countries
considered to be emerging markets. Under normal circumstances, the International
Equity Portfolio will invest in at least three countries outside of the United
States.
THE SUBADVISORY AGREEMENT
Pursuant to a Subadvisory Agreement with SunAmerica dated January 1, 1999
(the "Previous Agreement"), T. Rowe Price International, Inc. has been serving
as one of the subadvisers to International Equity. This Previous Agreement
terminated upon the change in ownership structure of T. Rowe Price
International, Inc. on August 1, 2000. At the Board meeting held on July 26,
2000, the Directors approved a new Subadvisory Agreement with T. Rowe Price
International, Inc., substantially identical to the one prior to the change in
ownership structure which became effective on August 1, 2000.
Under the Advisory Agreement, the annual rates of the investment advisory
fee payable to SunAmerica for the Portfolio is as follows: 1.10% of Assets for
International Equity. The term "Assets" means the average 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,
1999, SunAmerica paid fees to the Subadvisers equal to the aggregate annual rate
of 0.70% of Assets for International Equity or $554,455. The fee retained by
SunAmerica for International Equity is 0.40% or $390,754.
The new agreement between T. Rowe Price International, Inc. and SunAmerica,
on behalf of International Equity, is substantially similar in form and in
substance to the previous agreement, in that it (i) provides for the Subadviser
to manage the portion of the relevant portfolio allocated to it on a
discretionary basis, (ii) provides for the Adviser to compensate the Subadviser
for its services, (iii) authorizes the Subadviser to select the brokers or
dealers to effect portfolio transactions for the Portfolio, and (iv) requires
the Subadviser to comply with the Portfolio's investment policies and
restrictions and with applicable law. The new agreement will not result in any
increase in fees to shareholders. A form of the Subadvisory Agreement is
attached to this information statement as Exhibit A.
INFORMATION ABOUT T. ROWE PRICE INTERNATIONAL, INC.
T. Rowe Price International, Inc. is a Maryland corporation with principal
offices at 100 East Pratt Street, Baltimore, Maryland 21202 wholly owned by
T. Rowe. As of June 30, 2000 T. Rowe Price International, Inc. managed over
$39.2 billion in foreign assets.
T. Rowe Price International, Inc.'s investment management objective is to
provide long term growth of capital through equity investments in companies in
countries other than the United States. It blends a bottom-up approach to
individual stock selection based on fundamental research with an awareness of
the economic overview of the countries where it invests. T. Rowe Price
International, Inc. develops country weightings and stock selection through the
interplay of general economic analysis and an examination of
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the relative attractiveness of opportunities within each market. Stock selection
is the focal point of decision-making, however, T. Rowe Price
International, Inc. weighs a company's prospects for achieving and sustaining
above-average, long-term earnings growth and looks at valuation factors such as
price/ earnings, price/cash flow and price/book value ratios.
The names and principal occupations of the Directors and Principal Executive
Officers of T. Rowe Price International, Inc. are set forth below:
<TABLE>
<CAPTION>
NAME POSITION ADDRESS
---- -------- -------
<S> <C> <C>
[To Come]
</TABLE>
BOARD OF DIRECTORS' CONSIDERATION
In approving the Subadvisory Agreement described hereto, the Directors, at
an in-person meeting held on July 26, 2000, considered certain factors,
including (i) the nature and quality of service expected to be rendered by
T. Rowe Price International, Inc., including the credentials and investment
experience of each of its officers and employees; (ii) indirect costs and
benefits of providing the advisory service; (iii) the economies of scale;
(iv) expertise, care and conscientiousness of independent Directors; (v) the
fact that the terms of the new agreement are substantially similar in form and
substance to the previous agreement; and (vi) indirect costs and benefits of
providing such subadvisory services. With respect to International Equity, in
light of the fact that the Subadvisory Agreement was being approved due to a
change in ownership structure of the subadviser, the Directors found the most
important factor in their decision to be the continuity of management of
T. Rowe Price International, Inc. In making their determination, the Directors
stressed the importance of T. Rowe Price International, Inc.'s expectation that
the management and key personnel involved with International Equity would not be
affected following the change in ownership structure. The Directors determined
that the engagement of T. Rowe Price International, Inc. as subadviser to
International Equity and the subadvisory fee were reasonable, fair and in the
best interests of International Equity and 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
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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.
By Order of the Directors,
/s/ Robert M. Zakem
Robert M. Zakem
SECRETARY
Dated: September 29, 2000
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EXHIBIT A
[FORM OF]
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of , 2000 by and between
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser"), and
T. ROWE PRICE INTERNATIONAL, INC., a Maryland corporation (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and SunAmerica 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 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.
Consistent with 9(c), 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 as if
it were a separate operating portfolio. 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
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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 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
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.
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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 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. 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.
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 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 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 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
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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: T. Rowe Price International, Inc.
100 E. Pratt Street
Baltimore, MD 21202
Attention:
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue, Third Floor
New York, NY 10017-3204
Attention:
</TABLE>
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:
-----------------------------------------
Name: Peter A. Harbeck
Title: PRESIDENT
T. ROWE PRICE INTERNATIONAL, INC.
By:
-----------------------------------------
Name:
Title:
</TABLE>
9
