STYLE SELECT SERIES INC
PRE 14C, 2001-01-19
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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

                            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.
<PAGE>


        1)       Amount Previously Paid:

                 --------------------------------------------------------

        2)       Form, Schedule or Registration Statement No.:

                 --------------------------------------------------------


        3)       Filing Party:

                 --------------------------------------------------------


        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

                                                                       [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
<PAGE>


                      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
                          -----------------------------

                              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.

<PAGE>


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

                                       2
<PAGE>


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

                                       3
<PAGE>


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


                                       4
<PAGE>


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

                                       5

<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 [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.

<PAGE>


     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

                                       2
<PAGE>


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

                                       3
<PAGE>


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

                                       4
<PAGE>


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.

                                       5
<PAGE>


     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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<PAGE>


     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

                                       7
<PAGE>


     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:


                                       8



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