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:
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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.
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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
[Logo]
January 29, 2001
Dear Shareholders:
The enclosed information statement is being provided to shareholders of the
Value, Large-Cap Value, Focus and Focused Growth and Income Portfolios of
SunAmerica Style Select Series, Inc., as a result of changes in control of Davis
Selected Advisers, L.P. ("Davis") and Marsico Capital Management, LLC
("Marsico"). On December 31, 2000, Venture Advisers, Inc., general partner and
controlling entity of Davis, a subadviser to the Value Portfolio and Large-Cap
Value Portfolio, transferred control of Davis to Davis Investments, LLC, which
became Davis' new general partner. In addition, Bank of America Corporation,
which had owned 50% of Marsico, a subadviser to the Focus Portfolio and Focused
Growth and Income Portfolio, increased its ownership to 100% on January 2, 2001.
As a matter of regulatory compliance, we are sending you this information
statement which describes the management structure of the Portfolios, the
ownership of both Davis and Marsico, and the terms of the Subadvisory Agreements
with Davis and Marsico which the Directors have approved.
This document is for your information only and you are not required to take any
action. Should you have any questions, please feel free to call us at (800)
858-8850, extension 5125. We thank you for your continued interest in the
SunAmerica Style Select Series Portfolios.
Sincerely,
/s/ Peter A. Harbeck
Peter A. Harbeck
President
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SUNAMERICA STYLE SELECT SERIES, INC.
VALUE PORTFOLIO
LARGE-CAP VALUE PORTFOLIO
FOCUS PORTFOLIO
FOCUSED GROWTH AND INCOME 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
Value, Large-Cap Value, Focus and Focused Growth and Income Portfolios (each, a
"Portfolio," collectively, the "Portfolios") 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 on behalf of the Directors of the Corporation.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES
ONLY AND YOU ARE NOT REQUIRED TO TAKE ANY ACTION.
This information statement will be mailed on or about January 29, 2001.
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
First, on December 31, 2000, Venture Advisers, Inc., an entity controlled
by Shelby M. C. Davis, transferred control of Davis Selected Advisers, L.P.
("Davis") to Davis Investments, LLC, an entity controlled by Christopher C.
Davis, son of Shelby M. C. Davis. Davis Investments, LLC became Davis' new
general partner and controlling entity. Second, on January 2, 2001, Bank of
America Corporation ("Bank of America"), a Delaware corporation, entered into an
agreement to increase its ownership of Marsico Capital Management, LLC
("Marsico"), to 100%. Prior to the transaction, Bank of America owned 50% of
Marsico through its ownership of Marsico Management Holdings, LLC. These
transactions constituted a change in control of each subadviser, 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 Agreements between
SunAmerica and each subadviser which were in effect at that time. The
Subadvisory Agreements, by their terms and consistent with Section 15(a) of the
1940 Act, provided for their automatic termination upon assignment. On December
5, 2000, the Directors of Style Select approved new Subadvisory Agreements
between SunAmerica and each of Davis and Marsico with respect to the relevant
Portfolios.
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THE CORPORATION
The Value Portfolio, Large-Cap Value Portfolio, Focus Portfolio and 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 the Portfolios, may manage certain
portions of the Portfolios, 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 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 their respective Portfolios regarding securities to be
purchased and sold. The subadviser is independent of SunAmerica and discharges
its responsibilities subject to the policies of the Directors and the oversight
and supervision of SunAmerica, which pays the subadviser's fees. The Portfolios
do 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.
THE SUBADVISORY AGREEMENTS
Pursuant to the Subadvisory Agreements with SunAmerica dated January 1,
1999 and February 8, 1999, respectively (the "Previous Agreements"), Davis has
been serving as subadviser to the Value and Large-Cap Value Portfolios and
Marsico has been serving as subadviser to the Focus and Focused Growth and
Income Portfolios. The Previous Agreements terminated upon the changes in
control of Davis and Marsico. At the Board meeting held on December 5, 2000, the
Directors approved new Subadvisory Agreements with Davis and Marsico, identical
in all material respects to the Previous Agreements, which became effective on
December 31, 2000 and January 2, 2001, respectively.
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 Value, Large-Cap Value and 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, 2000, SunAmerica paid fees to the Subadvisers, equal to the
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aggregate annual rate, as follows: 0.50% of Assets for Value, or $742,396; 0.43%
of Assets for Large-Cap Value, or $4,272,673; 0.22% of Assets for Focused Growth
and Income, or $398,598, and 0.40% of Assets for Focus, or $2,486,375. The fees
retained by SunAmerica for each of the relevant Portfolios are as follows: 0.50%
for Value, or $747,350; 0.57% for Large-Cap Value, or $356,631; 0.78% for
Focused Growth and Income, or $1,380,005, and 0.45% for Focus or $10,710,489.
The new agreements between Davis and SunAmerica, on behalf of Value and
Large-Cap Value, and between Marsico and SunAmerica, on behalf of Focus and
Focused Growth and Income, 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 Portfolios, and (iv) require the Subadviser to
comply with the Portfolios' investment policies and restrictions and with
applicable law. The new agreements will not result in any increase in fees to
shareholders. A form of the Subadvisory Agreements is attached to this
information statement as Exhibit A.
INFORMATION ABOUT DAVIS
Davis is a Colorado limited partnership located at 124 East Marcy Street,
Santa Fe, New Mexico 87501. Davis manages two families of mutual funds and
separate accounts designed for institutional and high net worth clients. As of
December 31, 2000, Davis managed approximately $38.8 billion of assets.
Davis' investment approach is to purchase the securities of high quality
companies that are temporarily out of favor due to events that cause ambivalence
in the marketplace. Such events could be industry crisis, earnings
disappointments, change of buy/sell recommendations on Wall Street or regulatory
fears, among others. Davis' research process is based on fundamentals and
emphasizes individual stock selection. In constructing its portfolios, Davis may
heavily weight sectors and individual companies that stand to benefit from
long-term secular growth trends, such as the transition of baby boomers from
consumers to investors and the expansion of U.S. style capitalism overseas.
The names, business address and principal occupations of the Directors and
Principal Executive Officers of Davis are set forth below:
NAME POSITION ADDRESS
----- -------- -------
Christopher Cullom Davis Employee 124 East Marcy Street
Santa Fe, NM 87501
Shelby Moore Cullom Davis Founder 124 East Marcy Street
Santa Fe, NM 87501
Kenneth Charles Eich Chief Operating Officer 124 East Marcy Street
Santa Fe, NM 87501
Thomas D. Tays Vice President 2949 East Elvira Road
and Secretary Tucson, AZ 85706
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NAME POSITION ADDRESS
----- -------- -------
Gary Paul Tyc Chief Financial Officer 124 Marcy Street
and Vice President Santa Fe, NM 87501
Russell O. Wiese Chief Marketing Officer 124 Marcy Street
Santa Fe, NM 87501
INFORMATION ABOUT MARSICO
Marsico is a Delaware limited liability company with principal offices at
1200 17th Street, Denver, Colorado 80202. As of December 31, 2000 Marsico had
approximately $14.9 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.
The names, business address and principal occupations of the Directors and
Principal Executive Officers of Marsico are set forth below.
NAME POSITION ADDRESS
---- -------- -------
Cristie L. Austin Vice President and 1200 17th Street, Suite 1300
Chief Financial Officer Denver, CO 80202
Barbara M. Japha President 1200 17th Street, Suite 1300
Denver, CO 80202
Robert J. Lojkovic Executive Vice President 1200 17th Street, Suite 1300
and Director of Marketing Denver, CO 80202
Christopher J. Marsico Vice President and 1200 17th Street, Suite 1300
Chief Operating Officer Denver, CO 80202
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NAME POSITION ADDRESS
---- -------- -------
Thomas F. Marsico Chairman and Chief 1200 17th Street, Suite 1300
Executive Officer Denver, CO 80202
Mary L. Watson Vice President of 1200 17th Street, Suite 1300
Client Services Denver, CO 80202
BOARD OF DIRECTORS' CONSIDERATION
In approving the Subadvisory Agreements described hereto, the Directors, at
an in-person meeting held on December 5, 2000, considered certain factors,
including (i) the nature and quality of the services expected to be rendered by
Davis and Marsico, including the credentials and investment experience of its
officers and employees; (ii) Davis and Marsico's investment approach and
management style, which is expected to compliment the other investment managers
of the Portfolios; (iii) the structure of Davis and Marsico and their ability to
provide services, based on both financial condition as well as performance
record; (iv) comparisons of Davis and Marsico's subadvisory fees with those of
other advisers; and (v) indirect costs and benefits of providing such
subadvisory services. In making their determination, the Directors stressed the
importance of Davis and Marsico's expectation that the management and key
personnel involved with the Portfolios would not be affected following the
changes in ownership structure. The Directors determined that the subadvisory
fees 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.
By Order of the Directors,
/s/ Robert M. Zakem
Robert M. Zakem
Secretary
Dated: January 29, 2001
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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 [SUBADVISER], a New York 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 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. 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 or 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 communicate to Subadviser, 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 as
provided to Subadviser, and (b) applicable laws and regulations.
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The Subadviser represents and warrants to the Adviser that the portion of
each Portfolio set forth in Schedule A managed by it 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 and
subject to Section 9(c) hereof, the Subadviser represents and warrants (1) that
the Subadviser's management of the assets of a Portfolio will be designed to
achieve qualification 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 that relate to the investment of Portfolio assets,
including depositing those assets in custody with institutions designated by the
Corporation; and (b) applicable federal and state securities and commodities
laws (other than state securities laws relating to the amount of Portfolio
shares that may be sold in a particular state); provided that for purposes of
Section 17(a), (d) and (e), the Subadviser shall effect compliance only in
relation to its own affiliates and to affiliated persons identified to it by the
Adviser. The Subadviser further represents and warrants that only with respect
to any statements or omissions made in any Registration Statement for shares of
the Corporation, or any amendment or supplement thereto, 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.
2. PORTFOLIO TRANSACTIONS. (a) The Subadviser is responsible for
decisions, and is hereby authorized, to buy or sell securities and other
investments for 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
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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.
(b) Notwithstanding Section 2(a) above, for such purposes as
obtaining investment research products and services, covering fees and expenses,
and rewarding sales or distribution, the Adviser may direct the Subadviser to
effect a specific percentage of a Portfolio's transactions in securities and
other investments to certain broker-dealers and futures commission merchants. In
designating the use of a particular broker-dealer or futures commission
merchant, the Adviser and Subadviser acknowledge: 1) all brokerage transactions
are subject to best execution. As such, Subadviser will use it's best efforts to
direct non-risk commission transactions to a particular broker-dealer of futures
commission merchant designated by the Adviser provided that the Subadviser
obtains best execution; 2) such direction may result in the Subadviser paying a
higher commission, depending upon the Subadviser's arrangements with the
particular broker-dealer or futures commission merchant, etc; 3) if the
Subadviser directs payments of an excessive amount of commissions, the
executions may not be accomplished as rapidly. In addition, the Subadviser may
forfeit the possible advantage derived from the aggregation of multiple orders
as a single "bunched" transaction where Subadviser would, in some instances, be
in a better position to negotiate commissions; and 4) Subadviser does not make
commitments to allocate fixed or definite amounts of commissions to brokers. As
such the Subadviser may be unable to fulfill the Adviser's request for direction
due to the reasons stated above.
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
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applicable annual fee rate divided by 365 applied to each prior days' net assets
in order to calculate the daily accrual). If the Subadviser shall provide its
services under this Agreement for less than the whole of any month, the
foregoing compensation shall be prorated.
4. OTHER SERVICES. At the request of the Corporation or the Adviser, the
Subadviser in its discretion may make available to the Corporation office
facilities, equipment, personnel and other services. Such office facilities,
equipment, personnel and services shall be provided for or rendered by the
Subadviser and billed to the Corporation or the Adviser at the Subadviser's
cost.
5. REPORTS. The Corporation, the Adviser and the Subadviser agree to
furnish to each other, if applicable, current prospectuses, statements of
additional information, proxy statements, reports of shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs and that of the Corporation as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the
Adviser and the Corporation are not 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 or
logo 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 Adviser, its officers, directors, agents,
employees, controlling
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persons or shareholders or 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, shareholders and
any other person or entity affiliated with the Subadviser) (collectively, the
"Indemnified Parties") from any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) arising from the
Subadviser's providing services under this Agreement or the sale of securities
of the Corporation.
(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 reasonable 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 breach of this Agreement by the Subadviser; 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 its officers,
directors, agents, employees, controlling persons or shareholders or to the
Corporation or its shareholders 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 or are based upon 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 the Subadviser or, to the extent such
records relate to the portion of the assets managed by the Subadviser, otherwise
available to the Subadviser upon reasonable request. The Adviser and Subadviser
each agree that the Subadviser shall manage the portion of the assets of a
Portfolio allocated to it as if it was a separate operating portfolio and shall
comply with subsections (a) and (b) of Section 1of 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) only with respect to the portion of
assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the
Indemnified Parties from any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) arising from the
conduct of the Adviser, the Corporation and any other subadviser with respect to
the portion of a Portfolio's assets not allocated to the Subadviser and with
respect to any other portfolio of the Corporation.
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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. 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. This Agreement constitutes the entire Agreement between
the parties hereto. 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.
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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:
Subadviser:
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
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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.
SUNAMERICA ASSET MANAGEMENT CORP.
By:____________________________________
Name: Peter A. Harbeck
Title: President
[SUBADVISER]
By:____________________________________
Name:
Title:
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