-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HzyLsr+DjsiRn4vLxf6PF0jHb+9W5wzJG5oP6bxOeUAQLWB7ZU+Kpb2OAoZY/xh2 Bt8nW8G0ZOv1Xs+xTu/JKw== 0001193125-03-093638.txt : 20031212 0001193125-03-093638.hdr.sgml : 20031212 20031212163544 ACCESSION NUMBER: 0001193125-03-093638 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040130 FILED AS OF DATE: 20031212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAMERICA STRATEGIC INVESTMENT SERIES INC CENTRAL INDEX KEY: 0001075318 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-09169 FILM NUMBER: 031052230 BUSINESS ADDRESS: STREET 1: C/O SUNAMERICA ASSET MANAGEMENT INC STREET 2: 733 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125515100 MAIL ADDRESS: STREET 1: SUNAMERICA ASSET MANAGEMENT CORP STREET 2: 733 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAMERICA MONEY MARKET FUNDS INC CENTRAL INDEX KEY: 0000724129 IRS NUMBER: 133234943 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03807 FILM NUMBER: 031052232 BUSINESS ADDRESS: STREET 1: 733 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125515189 MAIL ADDRESS: STREET 1: 733 THIRD AVENUE STREET 2: THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: SUNAMERICA MONEY MARKET SECURITIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED MONEY MARKET SECURITIES INC DATE OF NAME CHANGE: 19900302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAMERICA INCOME FUNDS CENTRAL INDEX KEY: 0000795307 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04708 FILM NUMBER: 031052233 BUSINESS ADDRESS: STREET 1: 733 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123537651 MAIL ADDRESS: STREET 1: 733 THIRD AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: SUNAMERICA INCOME PORTFOLIOS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED INCOME PORTFOLIOS DATE OF NAME CHANGE: 19900306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STYLE SELECT SERIES INC CENTRAL INDEX KEY: 0001020861 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07797 FILM NUMBER: 031052229 BUSINESS ADDRESS: STREET 1: 733 THIRD AVE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 800-858-8850 MAIL ADDRESS: STREET 1: 733 THIRD AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: SUNAMERICA STYLE SELECT SERIES INC DATE OF NAME CHANGE: 19960812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNAMERICA EQUITY FUNDS CENTRAL INDEX KEY: 0000799084 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04801 FILM NUMBER: 031052231 BUSINESS ADDRESS: STREET 1: 733 THIRD AVE- 3RD FL STREET 2: C/O SUN AMERICAN MANAGEMENT CORP CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 8008588850 MAIL ADDRESS: STREET 1: 733 THIRD AVENUE STREET 2: THIRD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: SUNAMERICA EQUITY PORTFOLIOS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED EQUITY PORTFOLIOS DATE OF NAME CHANGE: 19900306 PRE 14A 1 dpre14a.txt SUNAMERICA PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. STYLE SELECT SERIES, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. ------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 set forth the amount on which the filing fee is calculated and state how it was determined: ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- / / Fee paid previously with preliminary materials / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- AIG SunAmerica Asset Management Corp. Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 December 29, 2003 Dear Shareholder, I am writing to you to ask for your vote on important questions that may affect SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc., SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. Depending upon which Fund's shares you own, we are asking you to vote on the following proposals: 1. The election of Directors or Trustees of each of the Funds; 2. A charter amendment for SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc.; and 3. The Agreement and Plan of Reorganization for SunAmerica Focused Dividend Strategy Portfolio of SunAmerica Equity Funds, pursuant to which the Portfolio will be reorganized into the newly created Focused Dividend Strategy Portfolio of SunAmerica Style Select Series, Inc. This action is being taken solely for organizational reasons, and the reorganization is not expected to affect how the Portfolio is managed or the Portfolio's fees. The proposals are described in more detail in the accompanying Questions and Answers sheet and the Proxy Statement. THE BOARDS OF DIRECTORS OR TRUSTEES OF THE FUNDS BELIEVE THAT THE PROPOSALS SET FORTH IN THE NOTICE OF JOINT SPECIAL MEETING AND ACCOMPANYING PROXY STATEMENT ARE IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN PROVIDE A VOTE IN FAVOR OF THE PROPOSALS. If you have any questions regarding any of the proposals, please feel free to call Georgeson Shareholder Communications, Inc. at 1-(xxx) xxx-xxxx who will be pleased to assist you. You will receive a proxy card for each Fund in which you are invested. There are several ways to vote your shares including mail, telephone, live operator and the Internet. Please refer to the proxy card for more information on how to vote. Your vote is important. If we do not receive a response by one of these methods, you may receive a telephone call from our proxy solicitor, Georgeson Shareholder Communications, Inc., reminding you to vote. SHAREHOLDERS ARE URGED TO VOTE USING ANY OF THE AVAILABLE OPTIONS TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR SHAREHOLDING. 1 YOUR VOTE IS IMPORTANT! Your prompt attention to this matter can help to avoid the cost of future solicitation for your proxy regarding this meeting. We appreciate your cooperation and continued support. Sincerely, Robert M. Zakem President SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. SUNAMERICA STYLE SELECT SERIES, INC. 2 IMPORTANT NEWS FOR SHAREHOLDERS OF SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. SUNAMERICA STYLE SELECT SERIES, INC. While we encourage you to read the full text of the enclosed Proxy Statement, here is a brief overview of the matters affecting the Funds that require a shareholder vote. Q: WHO IS ASKING FOR MY VOTE? A: The Board of Directors and Trustees of the Funds has requested your vote on several matters at a special shareholders meeting to be held at 10:00 a.m., Eastern Time, on January 30, 2004 (the "Special Meeting") at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992. Q: WHY DID YOU SEND ME THIS BOOKLET? A: You are receiving these proxy materials because you have the right to vote on important proposals concerning your investment in one or more of the Funds. Q: WHY ARE MULTIPLE CARDS ENCLOSED? A: If you own shares of more than one Fund, you will receive a proxy card for each Fund whose shares you own. Q. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON? A. 1. To elect a slate of nominees to the Board of Directors or Trustees of each Fund. It is proposed that two members of the current Boards retire and be replaced by two new nominees. The five other members of the Boards will continue to serve. 2. To approve an amendment to the Articles of Incorporation of both SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. to allow the Funds and Boards greater flexibility in their actions. 3. A Reorganization pursuant to which the SunAmerica Focused Dividend Strategy Portfolio of SunAmerica Equity Funds will be reorganized into a newly created Focused Dividend Strategy Portfolio of SunAmerica Style Series, Inc. Q. WILL THE PROPOSED REORGANIZATION AND OTHER CHANGES RESULT IN HIGHER MANAGEMENT FEES OR OTHER FEES AND EXPENSES? 3 A. No. The rate of the management fees and other fees and expenses charged to each Fund will not increase as a result of any of the proposed changes. Q. WHY AM I RECEIVING PROXY INFORMATION FOR A FUND THAT I DO NOT OWN? A. Shareholders of all of the Funds are being asked to approve the election of director. Much of the information that must be included in a proxy statement for your Fund needs to be included in a proxy statement for the other Funds as well. Therefore, in order to save money for your Fund, one proxy statement has been prepared. Q. WHY AM I RECEIVING MORE THAN ONE PROXY STATEMENT OR MAILING? A. You may receive a separate proxy statement for each Fund that you own. Also, if you hold shares in more than one account--for example, in an individual account and in an IRA--you may receive multiple proxy statements. Each proxy card should be voted and returned. Q. HOW MANY VOTES DO YOU NEED TO APPROVE THESE PROPOSALS? A. The number of votes needed to approve each Proposal differs, due to different requirements imposed by state law. The descriptions of each Proposal in the enclosed proxy statement identify the number of votes required for each Fund to approve each Proposal. Q. WHAT IF YOU DO NOT HAVE ENOUGH VOTES TO MAKE THIS DECISION BY THE SCHEDULED SHAREHOLDER MEETING DATE? A. If we do not receive sufficient votes to hold the meeting, we, or a proxy solicitation firm, may contact you by mail or telephone to encourage you to vote. Shareholders should review the proxy materials and cast their vote to avoid additional mailings or telephone calls. If we do not have enough votes to approve the proposals by the time of the joint shareholder meeting at 10:00 a.m. on January 30, 2004, the meeting may be adjourned to permit further solicitation of proxy votes. Q. HOW DOES EACH FUND'S BOARD RECOMMEND THAT I VOTE? A. After careful consideration, each Fund's Board, including the independent directors or trustees, recommend that you vote FOR all of the the proposals. Q. WHOM DO I CALL FOR MORE INFORMATION? A. Please call Georgeson Shareholder Communications, Inc., the Funds' proxy solicitor, toll-free at 1-(xxx) xxx-xxxx. 4 Q. HOW CAN I VOTE MY SHARES? A. Please choose one of the following options to vote your shares: .. By mail, with the enclosed proxy card; .. By Touch-tone telephone, with a toll-free call to the telephone number that appears on your proxy card; .. Through the Internet, by using the Internet address located on your proxy card and following the instructions on the site; .. By calling Georgeson Shareholder Communications, Inc., the Funds' proxy solicitor, toll-free at 1-(xxx) xxx-xxxx; or .. In person at the Special Meeting YOUR PROXY IS IMPORTANT AND WILL HELP AVOID THE ADDITIONAL EXPENSE OF ANOTHER SOLICITATION. THANK YOU FOR PROMPTLY SUBMITTING YOUR VOTE. 5 SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. SUNAMERICA STYLE SELECT SERIES, INC. Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311-4992 ---------- NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS To Our Shareholders: NOTICE IS HEREBY GIVEN that a Joint Special Meeting (the "Meeting") of shareholders of SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc., SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. (each, a "Fund" and collectively, the "Funds") will be held on January 30, 2004 at 10:00 a.m., Eastern time, at the offices of AIG SunAmerica Asset Management Corp., Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992, for the purpose of considering the proposals set forth below: 1. To approve the election of Directors or Trustees of each of the Funds. 2. To approve a charter amendment for SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. 3. To approve the Agreement and Plan of Reorganization for the SunAmerica Focused Dividend Strategy Portfolio of SunAmerica Equity Funds, pursuant to which the Portfolio will be reorganized into the newly created Focused Dividend Strategy Portfolio of SunAmerica Style Select Series, Inc. 4. To transact such other business as may properly come before the Meeting or any adjournment thereof. Only Shareholders of record at the close of business on [November 28, 2003], are entitled to vote at the Meeting and any adjournment thereof. YOU MAY VOTE BY MAIL, TOUCH-TONE TELEPHONE, INTERNET OR IN PERSON. PLEASE PROVIDE YOUR VOTE PROMPTLY. 6 By order of the Board of Directors or Trustees, Robert M. Zakem Secretary SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. SUNAMERICA STYLE SELECT SERIES, INC. December __, 2003 EACH SHAREHOLDER IS URGED TO EXERCISE THE RIGHT TO VOTE AT THE JOINT SPECIAL MEETING OF SHAREHOLDERS BY FILLING IN, DATING AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE RETURN ENVELOPE PROVIDED. SHAREHOLDERS ALSO HAVE THE OPTION OF VOTING BY TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. 7 SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. SUNAMERICA STYLE SELECT SERIES, INC. Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311 ------------ PROXY STATEMENT Joint Special Meeting of Shareholders January 30, 2004, 10:00 A.M. This Proxy Statement is furnished in connection with the solicitation of proxies by the Boards of Directors or Trustees ("Directors" or "Trustees" as the case may be, and collectively "Directors") of SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc., SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. (each, a "Fund" and collectively, the "Funds") for use at the special meeting ("Meeting") of shareholders of each portfolio ("Portfolio") of each Fund ("Shareholders") to be held at the offices of the Funds at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ, 07311 on January 30, 2004, at 10:00 A.M., Eastern time, and at any adjournment thereof. This Proxy Statement and form of proxy are being mailed to Shareholders on or about December [29], 2003 on behalf of the Directors of the Funds. Execution of a proxy will not in any way affect a Shareholder's right to attend the Meeting and vote in person, and any Shareholder giving a proxy has the right to revoke it at any time by written notice addressed to and received by the Secretary of the applicable Fund prior to the exercise of the proxy or by attending the Meeting and revoking the proxy in person. The Directors have fixed the close of business on November 28, 2003 as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting. As of the record date, the total number of outstanding Shares of each Portfolio were as follows: Fund and Portfolio Name
SunAmerica Equity Funds Class A Class B Class II Class I Class X ------- ------- -------- ------- ------- SunAmerica Blue Chip Growth Fund 5,109,508 2,468,849 603,557 1,333,573 -- SunAmerica Growth Opportunities Fund 4,373,728 3,057,367 1,535,632 326,822 736,799 SunAmerica New Century Fund 6,260,971 1,218,757 179,247 344,554 -- SunAmerica Growth and Income Fund 6,789,519 6,463,614 4,928,974 1,287,308 -- SunAmerica Balanced Assets Fund 13,773,586 3,673,517 2,010,926 245,800 -- SunAmerica International Equity Fund 3,267,434 3,015,422 1,762,287 2,402,820 -- Focused Dividend Strategy Portfolio 4,415,445 4,551,618 6,885,083 -- -- Total Equity Funds 31,468,315 24,449,144 17,905,706 5,940,877 736,799 ------------------ ---------- ---------- ---------- --------- ------- SunAmerica Income Funds Class A Class B Class II Class I Class X Class Z ------- ------- -------- ------- ------- ------- SunAmerica Core Bond Fund 8,117,827 620,655 480,141 2,293,442 -- 22,433,242 SunAmerica U.S. Government Securities Fund 21,145,175 4,492,372 1,902,147 -- -- -- SunAmerica GNMA Fund 26,770,802 13,290,933 9,458,086 2,629 585,242 -- SunAmerica Strategic Bond Fund 12,200,477 10,259,292 5,460,265 1,062,964 -- --
1 SunAmerica High Yield Bond Fund 23,722,561 18,145,460 11,762,865 3,944 -- 17,712,708 SunAmerica Tax Exempt Insured Fund 5,283,527 1,309,141 432,021 -- -- -- Total SunAmerica Income Funds 97,240,369 48,117,853 29,495,525 3,362,979 585,242 40,145,950 ----------------------------- ---------- ---------- ---------- --------- ------- ---------- SunAmerica Money Market Funds, Inc. Class A Class B Class II Class I ------- ------- -------- ------- SunAmerica Money Market Fund 1,674,256,955 47,843,727 20,644,806 9,430,691 SunAmerica Municipal Money Market Fund 104,528,334 3,234,855 263,705 -- Total SunAmerica Money Market ----------------------------- Funds, Inc. 1,778,785,289 51,078,582 20,908,511 9,430,691 ----------- ------------- ---------- ---------- --------- SunAmerica Strategic Investment Series, Inc. Class A Class B Class II Class I ------- ------- -------- ------- SunAmerica Biotech/Health Fund 1,939,208 1,852,730 1,315,511 -- Tax Managed Equity Fund 1,409,037 2,189,388 2,199,658 -- SunAmerica Stock Index Fund 1,495,115 2,575,201 379,640 -- SunAmerica Science & Technology Fund 1,085,569 3,085,683 326,992 66,609 SunAmerica Aggressive Growth LifeStage Fund 482,842 1,528,933 72,385 1,107,249 SunAmerica Moderate Growth LifeStage Fund 665,469 1,605,986 180,377 1,849,774 SunAmerica Conservative Growth LifeStage Fund 728,621 801,297 185,798 --
2 Total SunAmerica Strategic -------------------------- Investment Series, Inc. 7,805,861 13,639,218 4,660,361 3,023,632 ----------------------- --------- ---------- --------- --------- SunAmerica Style Select Series, Inc. Class A Class B Class II Class I Class X Class Z ------- ------- -------- ------- ------- ------- Focused Large-Cap Growth Portfolio 32,866,630 31,225,534 33,796,926 -- -- 4,294,714 Focused Multi-Cap Growth Portfolio 7,779,404 8,176,778 2,898,265 -- 34,035 -- Focused 2000 Growth Portfolio 6,729,396 2,082,962 3,805,583 547,366 -- -- Focused Large-Cap Value Portfolio 13,376,242 3,122,111 4,370,163 -- -- -- Focused Multi-Cap Value Portfolio 9,683,715 11,293,526 13,174,594 999,934 -- -- Focused 2000 Value Portfolio 8,706,907 3,584,074 4,622,552 -- -- -- Focused Growth and Income Portfolio 8,383,563 6,121,516 9,829,998 -- 1,619,005 -- Focused International Equity Portfolio 4,931,840 554,014 1,258,423 -- -- -- Focused Technology Portfolio 7,314,568 4,840,140 5,963,776 -- -- [ ] SunAmerica Value Fund 3,707,129 5,284,678 1,486,274 412,014 -- 277,687 Focused Equity Strategy Portfolio 3,836,147 2,269,980 7,355,765 -- -- -- Focused Multi-Asset Strategy Portfolio 4,476,505 3,142,003 8,709,969 -- -- -- Focused Balanced Strategy Portfolio 4,199,219 3,528,416 7,627,750 -- -- -- Focused Fixed 2,040,528 868,632 1,759,148 -- -- --
3 Income and Equity Strategy Portfolio Focused Fixed Income Strategy Portfolio 636,315 475,470 879,724 -- -- -- Total SunAmerica Style Select - ----------------------------- Series, Inc. 118,668,108 86,569,834 107,538,910 1,959,314 1,653,040 [4,572,401] ------------ ----------- ---------- ----------- --------- --------- -----------
The name, address and percentage of ownership of Shareholders that owned of record 5% or more of each class of shares of a Portfolio as of the Record Date are as follows: [TO BE SUPPLIED IN DEFINITIVE PROXY FILING] To the knowledge of management, Directors and the officers of each Fund, both individually and as a group, owned less than 1% of the outstanding shares of each class and Portfolio of each Fund as of the Record Date. The Funds expect that the solicitation of proxies from Shareholders will be made by mail, and solicitation also may be made by telephone communications from officers or employees of AIG SunAmerica Asset Management Corp. ("SAAMCo"), the Funds' adviser, or its affiliates, who will not receive any compensation for their solicitation services from the Funds. In addition, a professional proxy solicitation firm may also assist in the solicitation of voting instructions. In connection with the solicitation of proxies, the Funds will furnish a copy of this Proxy Statement to all Shareholders. The estimated cost of solicitation is $__________. Shareholders may also provide their proxies through telephone touch-tone voting or Internet voting. These options require Shareholders to input a control number, which is located on each proxy card. Subsequent to inputting these numbers, Shareholders will be prompted to provide their vote on the proposal. Shareholders will have an opportunity to review their vote and make any necessary changes before submitting their vote and terminating their telephone call or Internet connection. If a Shareholder wishes to participate in the Meeting, but does not wish to give his or her proxy by telephone or Internet, the Shareholder may submit the proxy card originally sent with the Proxy Statement or attend in person. Proxies executed by Shareholders may be revoked by: (i) a written instrument received by the Secretary of the Fund at any time before they are exercised; (ii) delivery of a later-dated proxy; or (iii) by attendance at the Meeting and voting in person. Each Shareholder shall be entitled to exercise the voting rights of shares owned of the Portfolio of which he is a Shareholder ("Shares"). All outstanding full Shares of each Portfolio, irrespective of class, are entitled to one vote and each fractional Share is entitled to the corresponding fractional vote. Shares of all Portfolios of a Fund will be voted in the aggregate with respect to the election of Directors. Shares of all Portfolios of SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc., respectively, will each be voted in the aggregate with respect to the approval of amendments to the charters of those Funds. 4 Shares of the Focused Dividend Strategy Portfolio of SunAmerica Equity Funds only will be voted with respect to approval or rejection of a reorganization of that Portfolio into a newly created portfolio of SunAmerica Style Select Series, Inc. A listing of the proposals described in this Proxy Statement and the Funds and Portfolios to which each applies is set forth below. PROPOSAL PORTFOLIOS AND FUNDS VOTING 1. Election of Directors All Portfolios of each Fund voting together as a single class 2(a). Approval of Charter Amendment: All Portfolios of SunAmerica Redemption-in-Kind Strategic Series, Inc and SunAmerica Style Select Series, Inc., respectively, voting together as a single class 2(a). Approval of Charter Amendment: All Portfolios of SunAmerica Winding Up Strategic Series, Inc and SunAmerica Style Select Series, Inc., respectively, voting together as a single class 3. Approval of Agreement and Plan of Focused Dividend Strategy Reorganization Portfolio Only A quorum for the transaction of business at the Meeting is constituted with respect to SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. by the presence in person or by proxy of holders of a majority of the shares of the respective Fund or Portfolio entitled to vote at the Meeting. A quorum for the transaction of business at the Meeting is constituted with respect to SunAmerica Money Market Funds, Inc. by the presence in person or by proxy of holders of one-third of the shares of the Fund entitled to vote at the Meeting. If a proxy is properly executed and returned accompanied by instructions to withhold authority, or is marked with an abstention, the shares represented thereby will be considered to be present at the Meeting for determining the existence of a quorum for the transaction of business with respect to such Fund or Portfolio. For Proposal No. 1, with respect to SunAmerica Equity Funds and SunAmerica Income Funds, the nominees who receive the affirmative vote of the holders of a majority of shares represented in person or by proxy and entitled to vote at the Meeting at which a quorum is present will be elected. With respect to SunAmerica Money Market Funds, Inc., the nominees who receives the affirmative vote of the holders of a majority of shares entitled to vote at the Meeting will be elected. With respect to SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc., a plurality of all the votes cast at the Meeting at which a 5 quorum is present is sufficient to elect a nominee. Shareholders of all Portfolios of each Fund vote together as a single class with respect to Proposal No. 1. Approval of Proposal Nos. 2(a), 2(b) and 3 requires the affirmative vote of a majority of the outstanding voting securities of the Funds or Portfolios, as the case may be. Abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote or (ii) the broker or nominee does not have discretionary voting power on a particular matter) will have no effect on Proposal No. 1 with respect to SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. and will have the effect of a negative vote in all other instances. Unmarked voting instructions from shareholders will be voted in favor of the proposals. Each Fund may adjourn the Meeting to the extent permitted by law, if necessary to obtain additional proxies from Shareholders. [Neither the Funds nor the Portfolios will bear the costs of preparing and distributing to Shareholders additional proxy materials, if required in connection with any adjournment.] Each Fund is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the "Act") and consists of multiple series. The costs of the Meeting, including the solicitation of proxies, will be paid by the Funds and SAAMCo. In addition to the solicitation of proxies by mail, Directors and agents of the Funds may solicit proxies in person or by telephone. Copies of each Fund's Annual Report for the most recently completed fiscal year and Semi-Annual Report (for applicable Funds), are available without charge to Shareholders. To obtain a copy, call the Funds at (800) 858-8850 ext. 5660, or write to the Funds at Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311. AIG SunAmerica Capital Services, Inc. ("SACS"), the Funds' distributor, and SAAMCo, the Funds' adviser, are both located at Harborside Financial Center, 3200 Plaza S, Jersey City, NJ 07311. In addition, SAAMCo has delegated certain investment responsibilities to subadvisers for some of the Portfolios. Please see Appendix A for more information concerning subadvisers. PROPOSAL NO. 1 Election Of Directors At a meeting held on October 30, 2003, the Directors of each Fund unanimously nominated the seven persons described below for election as Directors. The Board of Directors of each Fund is currently comprised of seven members, two of whom will retire effective upon the election of the nominees listed in this Proxy Statement. Five nominees for Director are currently members of the Board of Directors of each Fund and two nominees for Director (Messrs. Burum and Shea) are not currently members of the Board of Directors. All nominees have agreed to stand for election and to serve if elected and hold office for an unlimited term. 6 The nominees for Director are set forth below under "Information Regarding Director Nominees." All proxies will be voted in favor of the seven nominees listed below unless a contrary indication is made. If, prior to the Meeting, any nominee becomes unable to serve, the proxies which would have otherwise been voted for such nominee will be voted for such substitute nominee as may be selected by the Board of Directors. Information Regarding Director Nominees The following tables list the nominees for Director and the executive officers of each Fund, their date of birth, current positions held with the Fund, length of time served, principal occupations during the past five years, number of funds overseen within the fund complex and other directorships held outside of the fund complex. The SunAmerica Mutual Funds ("SAMF") consist of SunAmerica Equity Funds, SunAmerica Income Funds, SunAmerica Money Market Funds, Inc., SunAmerica Strategic Investment Series, Inc. and SunAmerica Style Select Series, Inc. Unless otherwise noted, the address of each executive officer and nominee is Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992. Directors who are not deemed to be "interested persons" of the Funds as defined in the Act are referred to as "Disinterested Directors." Directors who are deemed to be "interested persons" of the Funds are referred to as "Interested Directors." DISINTERESTED DIRECTOR NOMINEES
- ------------------------------------------------------------------------------------------------------------------------------ Number of Name and Date of Birth Portfolios in Position(s) Fund Complex Held with Length of Time Principal Occupation Overseen by Other Directorships the Funds Served during the last 5 years Director /1/ Held by Director/2/ - ------------------------------------------------------------------------------------------------------------------------------ Jeffrey S. Burum None N/A Founder and CEO of N/A [None] DOB: February 27, 1963 National Housing Development Corporation. - ------------------------------------------------------------------------------------------------------------------------------ Dr. Judith L. Craven Director 2001 to Present Retired. 75 Director, A.G. Belo DOB: October 6, 1945 Corporation (1992 to present); Director, Sysco Corporation (1996 to present); Director, Luby's, Inc. (1998 to present). - ------------------------------------------------------------------------------------------------------------------------------
/1/ The "Fund Complex" consists of all registered investment companies for which SAAMCo or an affiliated person of SAAMCo serves as investment adviser. The "Fund Complex" includes the SunAmerica Money Market Funds, Inc. (2 funds), SunAmerica Equity Funds (7 funds), SunAmerica Income Funds (6 funds), SunAmerica Style Select Series, Inc. (15 portfolios), SunAmerica Strategic Investment Series, Inc. (7 funds), Anchor Series Trust (9 portfolios), SunAmerica Senior Floating Rate Fund, Inc. (1 fund), VALIC Company I (22 portfolios) and VALIC Company II (15 portfolios), SunAmerica Series Trust (32 portfolios), Season Series Trust (19 portfolios) and Anchor Pathway Fund (7 series). /2/ Directorships of companies required to report to the Securities and Exchange Commission under the Securities Exchange Act of 1934 (i.e., "public companies") or other investment companies regulated under the Act other than those listed under the preceding column. 7
- ------------------------------------------------------------------------------------------------------------------------------ Number of Portfolios in Name and Date of Birth Position(s) Fund Complex Held with Length of Time Principal Occupation Overseen by Other Directorships the Funds Served during the last 5 years Director /1/ Held by Director/2/ - ------------------------------------------------------------------------------------------------------------------------------ William F. Devin Director 2001 to Present Retired. 75 Member of the Board DOB: December 30, 1938 of Governors, Boston Stock Exchange (1985-present). - ------------------------------------------------------------------------------------------------------------------------------ Samuel M. Eisenstat Chairman of SunAmerica Equity Attorney, solo 46 Director, North DOB: March 7, 1940 the Board Funds and practitioner. European Oil Royal SunAmerica Income Trust. Funds: 1986 to Present SunAmerica Money Market Funds, Inc.: 1985 to Present SunAmerica Strategic Investment Series, Inc.: 1999 to Present SunAmerica Style Select Series, Inc.: 1996 to Present - ------------------------------------------------------------------------------------------------------------------------------ Stephen J. Gutman Director SunAmerica Equity Partner and Managing 46 None DOB: May 10, 1943 Funds and Member, B.B. SunAmerica Income Associates LLC Funds: 1986 to (menswear specialty Present retailing and other SunAmerica Money activities) (June Market Funds, Inc.: 1988 to present). 1984 to Present SunAmerica Strategic Investment Series, Inc.: 1999 to Present SunAmerica Style Select Series, Inc.: 1996 to Present - ------------------------------------------------------------------------------------------------------------------------------ William J. Shea None N/A President and CEO, N/A Director and CEO, DOB: February 9, 1948 Conseco, Inc. Conseco, Inc. (2002 (Financial Services) to Present) (2001 to present); Chairman of the Board of Centennial Technologies, Inc. (1998 to 2001); Vice Chairman, Bank Boston Corporation (1993 to 1998) - ------------------------------------------------------------------------------------------------------------------------------
8 INTERESTED DIRECTOR NOMINEE
- ------------------------------------------------------------------------------------------------------------------------------ Number of Portfolios in Name and Date of Birth Position(s) Fund Complex Held with Length of Time Principal Occupations Overseen by Other Directorships the Funds Served during the last 5 years Director /1/ Held by Director/2/ - ------------------------------------------------------------------------------------------------------------------------------ Peter A. Harbeck3 Director SunAmerica Equity President, CEO and 83 None DOB: January 23, 1954 Funds, SunAmerica Director, SAAMCo Income Funds and (August 1995 to SunAmerica Money present); Director, SACS Market Funds, Inc.: (August 1993 to 1995 to Present present). SunAmerica Strategic Investment Series, Inc.: 1999 to Present SunAmerica Style Select Series, Inc.: 1996 to Present - ------------------------------------------------------------------------------------------------------------------------------
/3/ Mr. Harbeck is considered to be an Interested Director because he serves as President, CEO and Director of SAAMCo and Director of SACS. 9
EXECUTIVE OFFICERS - --------------------------------------------------------------------------------------------------------------------- Number of Portfolios in Fund Position(s) Complex Other Held with Length of Time Principal Occupations Overseen Directorships Name and Date of Birth the Funds Served During Past 5 Years by Officer Held by Officer - --------------------------------------------------------------------------------------------------------------------- Donna M. Handel Treasurer 2002 to Present Vice President, SAAMCo N/A N/A DOB: June 25, 1966 (August 1996 to present). - --------------------------------------------------------------------------------------------------------------------- J. Steven Neamtz Vice President SunAmerica Equity Executive Vice N/A N/A DOB: October 14, 1958 Funds, SunAmerica President, SAAMCo Income Funds, (April 1996 to SunAmerica Money present); Director and Market Funds, Inc. President, SACS (April and SunAmerica 1996 to present). Style Select Series, Inc.: 1996 to Present SunAmerica Strategic Investment Series, Inc.: 1999 to Present - --------------------------------------------------------------------------------------------------------------------- Robert M. Zakem President and President: 2002 to Senior Vice President, N/A N/A DOB: January 26, 1958 Secretary Present General Counsel and Secretary: 2003 to Assistant Secretary, Present SAAMCo (April 1993 to present); Executive Vice President, General Counsel, Director and Assistant Secretary, SACS (February 1993 to present). - ---------------------------------------------------------------------------------------------------------------------
The Directors of the Funds are responsible for the overall supervision of the operation of the Funds and their Portfolios and perform various duties imposed on directors of investment companies by the Act and under the Funds' respective operating documents. Directors and officers of the Funds are also directors or trustees and officers of some or all of the other investment companies managed, administered or advised by SAAMCo and distributed by SACS and other affiliates of AIG SunAmerica Inc. The Funds pay each Disinterested Director annual compensation in addition to reimbursement of out-of-pocket expenses in connection with attendance at meetings of the Directors. Specifically, each Disinterested Director receives a pro rata portion (based upon the Fund's net assets) of the $40,000 in annual compensation for acting as a director or trustee to all the retail funds in SAMF. In addition, each Disinterested Director of Anchor Series Trust ("AST") receives $20,000 in annual compensation for acting as trustee. Also, each Disinterested Director of SunAmerica Senior Floating Rate Fund, Inc. ("SASFR") receives $900 per quarterly meeting and $900 per quarter retainer for acting as a Director. Each 10 Disinterested Director receives an additional $2,500 per attended quarterly meeting. In addition, Mr. Eisenstat receives an aggregate of $18,000 in annual compensation for serving as Chairman of the Boards of the SAMF. Officers of the Funds receive no direct remuneration in such capacity from the Funds or the Portfolios. The Board of Directors has established three committees, i.e., Audit, Nominating and Ethics. Each Disinterested Director serves on the Audit Committee of the Board of Directors of each Fund. The Audit Committee is charged with recommending to the full Board the engagement or discharge of the Fund's independent auditors; directing investigations into matters within the scope of the independent auditors' duties; reviewing with the independent auditors the audit plan and results of the audit; approving professional services provided by the independent auditors and other accounting firms prior to the performance of such services; reviewing the independence of the independent auditors; considering the range of audit and non-audit fees; and preparing and submitting Committee minutes to the full Board. Each member of the Audit Committee receives an aggregate of $10,000 in annual compensation for serving on the Audit Committees of all of the SAMF, SASFR and AST. With respect to each Fund, each member of the Audit Committee receives a pro rata portion of the $10,000 annual compensation, based on the relative net assets of the applicable Fund. The Audit Committee of each Fund met eight times with the exception of SunAmerica Income Funds which met nine times during its most recently completed fiscal year. All members of the committee were in attendance at each meeting. In addition, Messrs. Gutman and Devin and also serve on the Nominating Committee. The Nominating Committee recommends to the Directors those persons to be nominated for election as Directors by Shareholders and selects and proposes nominees for election by Directors between Shareholders' meetings. The Nominating Committee does not normally consider candidates proposed by Shareholders for election as Directors. Disinterested members of the Nominating Committee receive an aggregate of $1,000 in annual compensation for serving on the Nominating Committee. Each member of the Nominating Committee receives $500 per meeting. The Nominating Committee of each Fund met twice during its most recently completed fiscal year. Messrs. Gutman and Devin were in attendance at each meeting. The Ethics Committee, consisting of Messrs. Harbeck and Gutman and Dr. Craven, is responsible for administering the Code of Ethics applicable to the Portfolios' Principal Executive Officer and Principal Accounting Officer (the "Code") to specific situations in which questions are presented to it and has the authority to interpret the Code in any particular situation. The Ethics Committee will inform the Board of Directors of violations or waivers to the Code, as appropriate. There were no meetings of the Ethics Committee during each Fund's most recently completed fiscal year. The Directors (and Trustees) of the SAMF, SASFR and AST have adopted the SunAmerica Disinterested Trustees' and Directors' Retirement Plan (the "Retirement Plan") effective January 1, 1993 for the Disinterested Directors of the SAMF. The Retirement Plan 11 provides generally that if a Disinterested Director who has at least 10 years of consecutive service as a Disinterested Director of any of the SAMF (an "Eligible Director") retires after reaching age 60 but before age 70, has at least 5 years of consecutive service and retires after reaching age 65 or dies while a Director, such person will be eligible to receive a retirement or death benefit from each of the SAMF with respect to which he or she is an Eligible Director. As of each birthday, prior to the 70/th/ birthday, each Eligible Director will be credited with an amount equal to 50% of his or her regular fees (excluding committee fees) for services as a Disinterested Director of each of the SAMF for the calendar year in which such birthday occurs. In addition, an amount equal to 8.5% of any retirement benefits credited during prior years, is added to each Eligible Director's account until such Eligible Director reaches his or her 70/th/ birthday. An Eligible Director may receive any benefits payable under the Retirement Plan, at his or her election, either in one lump sum or in up to fifteen annual installments. Ownership of Portfolio Shares The following table shows the dollar range of shares of each Portfolio beneficially owned by each nominee for Director as of December 31, 2002. The table also includes the aggregate dollar range of securities held by each nominee in all funds in the Family of Investment Companies as of December 31, 2002. No information is provided for Messrs. Burum and Shea, as they are not currently Directors. Disinterested Director Nominees
- -------------------------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Securities in All Registered Investment Companies Overseen by Dollar Range of Director in Family of Name of Director Nominees Securities in the Portfolio/4/ Investment Companies/5/ - -------------------------------------------------------------------------------------------------------------------- Dr. Judith L. Craven None None - -------------------------------------------------------------------------------------------------------------------- William F. Devin None None - -------------------------------------------------------------------------------------------------------------------- Samuel M. Eisenstat [-] $10,001-$50,000 - -------------------------------------------------------------------------------------------------------------------- Stephen J. Gutman None None - --------------------------------------------------------------------------------------------------------------------
- -------------------- /4/ Where a Portfolio is not listed with respect to a Director, the Director held no shares of the Portfolio. /5/ Includes the SunAmerica Mutual Funds (37 funds), Anchor Series Trust (8 Funds) and SunAmerica Floating Rate Fund, Inc. (1 fund), SunAmerica Series Trust (33 Funds) and Seasons Series Trust (19 Funds). 12 Interested Director Nominee
- -------------------------------------------------------------------------------------------------------------------- Aggregate Dollar Range of Securities in All Registered Investment Companies Overseen by Dollar Range of Director in Family of Name of Director Nominee Securities in the Portfolio/4/ Investment Companies/5/ - -------------------------------------------------------------------------------------------------------------------- Peter A. Harbeck **$100,000 **$100,000 [to be supplied by Portfolio] - --------------------------------------------------------------------------------------------------------------------
** means greater than None of the Independent Director nominees, or any other member of their immediate family, owned beneficially or of record, any securities in an investment adviser or principal underwriter of a Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Fund as of December 31, 2002. 13 The following table sets forth information summarizing the compensation of each Disinterested Director nominee for his or her service as Director for each Fund's most recently completed fiscal year and by the Fund Complex for the calendar year ended December 31, 2002. Neither the Interested Directors nor any officers of the Funds receive any compensation. No information is provided for Messrs. Burum and Shea, as they are not currently Directors. COMPENSATION TABLE* * Information to be added for definitive proxy.
- -------------------------------------------------------------------------------------------------------------------------------- Pension or Aggregate Retirement Benefits Total Compensation Compensation Accrued as Part of Estimated Annual from Funds and Fund from Each Each Fund's Benefits on Complex Paid Director Nominee Fund* Expenses* Retirement** to Director Nominee*** - -------------------------------------------------------------------------------------------------------------------------------- Dr. Judith L. Craven $ $ 119,900 SUNAMERICA EQUITY FUNDS: $ $ SUNAMERICA INCOME FUNDS: $9,037 $27,001 SUNAMERICA MONEY MARKET FUNDS, INC.: $ $ SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.: $ $ SUNAMERICA STYLE SELECT SERIES, INC.: $ $ - ------------------------------------------------------------------------------------------------------------------------------ William F. Devin $ $ 111,470 SUNAMERICA EQUITY FUNDS: $ $ SUNAMERICA INCOME FUNDS: $8,368 $13,583 SUNAMERICA MONEY MARKET FUNDS, INC.: $ $ SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.: $ $ SUNAMERICA STYLE SELECT SERIES, INC.: $ $ - ------------------------------------------------------------------------------------------------------------------------------ Samuel M. Eisenstat $ $ 89,700 SUNAMERICA EQUITY FUNDS: $ $ SUNAMERICA INCOME FUNDS: $10,574 $84,545 SUNAMERICA MONEY MARKET FUNDS, INC.: $ $ SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.: $ $ SUNAMERICA STYLE SELECT SERIES, INC.: $ $ - ------------------------------------------------------------------------------------------------------------------------------ Stephen J. Gutman $ $ 84,700 SUNAMERICA EQUITY FUNDS: $ $ SUNAMERICA INCOME FUNDS: $10,106 $87,939 SUNAMERICA MONEY MARKET FUNDS, INC.: $ $ SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.: $ $ SUNAMERICA STYLE SELECT SERIES, INC.: $ $ - ------------------------------------------------------------------------------------------------------------------------------
14 * Information is as of each Fund's most recently completed fiscal year. ** Assumes the participant elects to receive benefits in 15 yearly installments for SAMF and AST Retirement Plans and 10 yearly installments for VALIC Company I and VALIC Company II Retirement Plans. *** Information is as of the calendar year ended December 31, 2002. 15 THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES UNDER PROPOSAL NO. 1 ----------------------------- PROPOSALS NO. 2(a) and 2(b) Approval of Charter Amendments (SunAmerica Strategic Series, Inc. and SunAmerica Style Select Series, Inc., only) Background The Board of Directors of each of SunAmerica Strategic Series, Inc. and SunAmerica Style Select Series, Inc. has approved, and recommends Shareholder approval of, a proposal to amend each Fund's Articles of Incorporation. Each Fund is organized in Maryland. The Amendments are intended to reflect changes to Maryland law that allow the Funds to eliminate unnecessary and unduly burdensome provisions that do not optimally protect the interests of Shareholders. The Board of Directors of each Fund believes that approval of the amendment is in the best interests of each Fund and its Shareholders. There are two material differences between the proposed amendments to each Fund's Articles of Incorporation and the current Articles of Incorporation. You will be asked to vote on each of these two changes separately. Proposal No. 2(a): Redemption-in-Kind Currently, the Board of Directors may authorize the redemption of Shareholder's Shares in securities (as opposed to cash). This is known as a "redemption-in-kind". However, the Board of Directors' ability to authorize a redemption-in-kind is limited by the Articles of Incorporation to where the Board affirmatively determines that redeeming in cash is unwise or undesirable. If this Proposal No. 2(a) is approved, the Board would be permitted to authorize redemptions-in-kind without first determining that payment in cash is unwise or undesirable and would therefore allow the Board maximum flexibility to address any future circumstances. The Funds have no current intention to redeem Shares in anything but cash. Additionally, the Portfolios of SunAmerica Style Select Series, Inc., other than Focused 2000 Growth Portfolio, Focused International Equity Portfolio and Focused Dividend Strategy Portfolio, have filed with the SEC that they are committed to pay all redemptions in cash, limited in amount with respect to each Shareholder, during any 90-day period to the lesser of $250,000 or 1% of the net asset value of the applicable Portfolio at the beginning of such period. If Shares are redeemed in kind, the redeeming Shareholder would incur brokerage costs in converting the assets into cash. Proposal No. 2(b): Winding Up The amendments would clarify that a liquidation of all of the outstanding shares of a Fund, Portfolio or class, would not require a Shareholder vote. (Although we believe that the Funds currently have authority under Maryland law to liquidate all shares in a Fund, Portfolio or class without a shareholder vote, the Board of Directors of each Fund believes it is in the best 16 interests of each Fund to eliminate any potential uncertainty regarding this authority.) If this Proposal No. 2(b) is approved, the Directors will be permitted to properly wind up the affairs of a Portfolio in the event of the redemption of shares or the transfer of the assets of a Portfolio that constitute all or substantially all of the assets of such Portfolio in a merger, consolidation or asset sale. Due to new changes in Maryland law, such redemptions and transfers do not require the approval of Shareholders. Failure to approve this proposal does not affect the Directors' ability to approve redemptions and transfers without Shareholder approval. If Proposal No. 2(b) is approved, the Boards of Directors of the Funds have approved the following subsequent transactions: . The redemption of the Shares and liquidation of the SunAmerica Science & Technology Fund and the SunAmerica Stock Index Fund of SunAmerica Strategic Investment Series, Inc. . The reorganization of all of the assets, and subsequent liquidation, of each of SunAmerica Biotech/Health Fund and Tax Managed Equity Fund of SunAmerica Strategic Investment Series, Inc. into newly created funds of SunAmerica Equity Funds. . The reorganization of all of the assets, and subsequent liquidation, of SunAmerica Value Fund of SunAmerica Style Select Series, Inc. into a newly created fund of SunAmerica Equity Funds. . The reorganization of all of the assets, and subsequent liquidation, of SunAmerica Aggressive Growth LifeStage Fund, SunAmerica Moderate Growth LifeStage Fund and SunAmerica Conservative Growth LifeStage Fund of SunAmerica Strategic Investment Series, Inc. into existing portfolios of SunAmerica Style Select Series, Inc. These transactions would not require Shareholder approval. However, Shareholders will receive more detailed information about each of these transactions. If Proposals No. 2(a) and 2(b) are approved, each Fund's Articles of Incorporation would be replaced with new language as indicated in Appendix B. Each of Proposals No. 2(a) and 2(b) are separate Proposals and are not dependent upon each other. Failure to approve either of the Proposals will result in the relevant sections of the applicable Fund's charter remaining unchanged. THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF PROPOSALS NO. 2(a) and 2(b). 17 PROPOSAL NO. 3 Approval of Agreement and Plan of Reorganization (Focused Dividend Strategy Portfolio Only) The Trustees have approved, and recommend that Shareholders of the Portfolio approve, the Agreement and Plan of Reorganization (the "Plan") pursuant to which the Portfolio will be reorganized into the newly created Focused Dividend Strategy Portfolio (the "Successor Portfolio") of SunAmerica Style Select Series, Inc. A form of the Plan is attached to this Proxy Statement as Exhibit A. The reorganization of the Portfolio was approved by the Directors on October 30, 2003. SunAmerica Equity Funds is a Massachusetts business trust, and is currently composed of seven separate portfolios. SunAmerica Style Select Series, Inc. is a Maryland corporation and is currently composed of fifteen separate portfolios (not including the Successor Portfolio). Currently, the Portfolio is marketed to shareholders along with similar "Focused" funds of SunAmerica Style Select Series, Inc. However, marketing the Portfolio in such a manner, as opposed to with the other portfolios of the SunAmerica Equity Funds "family," results in increased administrative, accounting, legal and marketing costs. It is anticipated that these costs can be reduced if the Plan is approved. Furthermore, it is believed that compliance controls for the Portfolio can be improved if the Portfolio were to be a series of SunAmerica Style Select Series, Inc. because, among other things, all of the "Focused" funds have certain similar operational policies and restrictions and SunAmerica Style Select Series, Inc. and SunAmerica Equity Funds have different independent accountants. The reorganization is not expected to affect the way the Portfolio is managed. Also, the Successor Portfolio will have the same investment adviser, management fee and the same 12b-1 fees as the Portfolio. Other operating expenses are anticipated to be comparable. The reorganization is proposed to be accomplished pursuant to the Plan, which provides that the Successor Portfolio will issue its respective shares to the Portfolio in an amount equal to the net asset value of the assets of the Portfolio, determined as of the closing date. The Successor Portfolio will also assume the liabilities of the Portfolio. As of the closing date, the Portfolio will distribute the Successor Portfolio's shares to its Shareholders in liquidation of the Portfolio. The Portfolio's Shareholders shall receive shares of a class of the Successor Portfolio comparable to the class of shares held in the Portfolio. As a result of the reorganization, Shareholders of the Successor Portfolio will have the same proportionate interest in the same portfolio of assets as prior to the reorganization. If the reorganization is not approved by shareholders, the Portfolio will remain a portfolio of SunAmerica Equity Funds and the Board will consider appropriate action. 18 Effect of Shareholder Approval of the Reorganization An investment company registered under the Act is required to obtain Shareholder approval with regard to the investment advisory agreement with the company's investment adviser and the company's service plan under Rule 12b-1. As part of the Portfolio's proposed reorganization, approval by the requisite vote of the Shareholders of the Portfolio of the reorganization and the Plan will also constitute, for the purposes of the Act, approval of the Investment Advisory and Management Agreement between SunAmerica Style Select Series, Inc. on behalf of the Successor Portfolio and SAAMCo, the Portfolio's adviser. A form of the Agreement is attached as Exhibit B. Approval by the requisite vote of the Shareholders of the Portfolio of the reorganization and the Plan will also constitute, for the purposes of the Act, approval of the 12b-1 Plans of SunAmerica Style Select Series, Inc. A Form of the Plan is attached as Exhibit C. Assuming Shareholder approval of the reorganization, the Portfolio, as the sole Shareholder of the Successor Portfolio prior to the reorganization, will effect these actions by voting its respective shares in the Successor Portfolio "FOR" the matters specified above on behalf of its Shareholders prior to the reorganization. Description of New Shares Shares will be issued to the Portfolio's Shareholders in accordance with the Plan as described above. The shares will be authorized for issuance by the Directors of SunAmerica Style Select Series, Inc. in accordance with SunAmerica Style Select Series, Inc.'s charter. The Successor Portfolio will have substantially identical purchase, redemption and exchange procedures as are currently in effect for the Portfolio, as described in the Portfolio's current prospectus and statement of additional information. Investment Policies and Investment Restrictions If the reorganization is approved, the investment policies and restrictions for the Portfolio will be the policies and procedures for the Successor Portfolio. Fee Structure and Expenses The Successor Portfolio will have the same management fee and the same 12b-1 fees as the Portfolio, and other operating expenses are anticipated to be comparable. Expenses of the Reorganization Fees or expenses of the reorganization will be borne by SAAMCo and not the Portfolio or Successor Portfolio. It is currently estimated that the expenses of the reorganization will be approximately $________. Federal Income Tax Consequences The Plan provides that as a condition to the reorganization, the Portfolio and the Successor Portfolio shall have received a favorable opinion from Shearman and Sterling LLP, 19 counsel to the Funds, (which opinion would be based upon certain factual representations and subject to certain qualifications) substantially to the effect that, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), current administrative rules and court decisions, for federal income tax purposes, upon consummation of the Plan: (i) The transfer of all of the Portfolio assets in exchange for the Successor Portfolio Shares and the assumption by the Successor Portfolio of all the liabilities of the Portfolio followed by the distribution of the Successor Portfolio Shares to the Portfolio Shareholders in dissolution and liquidation of the Portfolio will constitute a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code and the Successor Portfolio and the Portfolio will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) No gain or loss will be recognized by the Successor Portfolio upon the receipt of the assets of the Portfolio in exchange for the Successor Portfolio Shares and the assumption by the Successor Portfolio of the liabilities of the Portfolio; (iii) No gain or loss will be recognized by the Portfolio upon the transfer of the Portfolio's assets to the Successor Portfolio in exchange for the Successor Portfolio Shares and the assumption by the Successor Portfolio of the liabilities of the Portfolio or upon the distribution of the Successor Portfolio Shares by the Portfolio to its Shareholders in liquidation; (iv) No gain or loss will be recognized by the Portfolio Shareholders upon the exchange of their Portfolio shares for the Successor Portfolio Shares; (v) The tax basis for the Successor Portfolio Shares received by each Portfolio Shareholder pursuant to the transactions contemplated by the Plan will be the same as the tax basis of the Portfolio shares exchanged for the Successor Portfolio Shares, and the holding period of the Successor Portfolio Shares to be received by each Portfolio Shareholder will include the period during which the Portfolio shares exchanged therefor were held by such Shareholder (provided the Portfolio shares were held as capital assets on the date of the transactions contemplated by the Plan); and (vi) The tax basis of the Portfolio assets acquired by the Successor Portfolio will be the same as the tax basis of such assets in the hands of the Portfolio immediately prior to the transactions contemplated by the Plan, and the holding periods of the assets of the Portfolio in the hands of the Successor Portfolio will include the period during which those assets were held by the Portfolio. An opinion of counsel does not have the effect of a private letter ruling from the Internal Revenue Service (the "IRS") and is not binding on the IRS or any court. If the Plan is consummated but the transactions contemplated by the Plan fail to qualify as a "reorganization" within the meaning of section 368 of the Code, the transactions contemplated by the Plan would be treated as a taxable sale of assets by the Portfolio to the Successor Portfolio followed by a taxable liquidation of the Portfolio, and the Shareholders of the Portfolio would recognize a taxable gain or tax loss equal to the difference between their adjusted tax basis in the shares of the Portfolio and the fair market value of the Successor Portfolio Shares received in exchange therefor. 20 Shareholders should consult their tax advisers regarding the effect of the transactions contemplated by the Plan in light of their individual circumstances. As the foregoing relates only to federal income tax consequences, Shareholders also should consult their tax advisers as to the foreign, state, local and other tax consequences of the transactions contemplated by the Plan. Information Concerning SAAMCo The current investment advisory and management agreement for the Portfolio is substantially similar to the Investment Advisory and Management Agreement for Successor Portfolio. The fees contained in each Agreement are the same. SAAMCo was organized in 1982 under the laws of Delaware, and managed, advised or administered assets in excess of $31 billion as of December 31, 2002. SAAMCo has served as adviser of the Portfolio since its inception in June, 1998. SAAMCo is a wholly-owned subsidiary of American International Group, Inc., the leading U.S.-based international insurance organization. The Portfolio's investments are managed by Francis D. Gannon, Senior Vice President. In exchange for the services provided under the current investment advisory and management agreement, the Portfolio pays SAAMCo a management fee of 0.35% of the Portfolio's average daily net assets. For the fiscal year ended October 31, 2002, the Portfolio paid $__________ to SAAMCo for investment management services. The current investment advisory and management agreement was last approved by the Trustees, including a majority of independent Trustees, on August 28, 2003. 21 The following is a list of the directors and officers of SAAMCo and their addresses: Directors: Peter A. Harbeck Jay S. Wintrob Christine A. Nixon Officers: Peter A. Harbeck President & Chief Executive Officer J. Steven Neamtz Executive Vice President -- Sales & Marketing Vincent Marra Senior Vice President & Chief Operating Officer Robert M. Zakem Senior Vice President, General Counsel & Assistant Secretary Francis Gannon Senior Vice President Donna Calder Senior Vice President Suzanne Onyskow Senior Vice President Tim Pettee Senior Vice President & Chief Investment Officer Debbie Potash-Turner Senior Vice President Christine A. Nixon Secretary Michael Cheah Senior Vice President Brian Clifford Vice President Nori Gabert Vice President Donna Handel Vice President Cheryl Hawthorne Vice President George Mitrica Vice President Iris Mojica Vice President James Nichols Vice President Stephen Schoepke Vice President Jill Anne Sottile Kirk Vice President Guillermo Taveras Vice President John T. Genoy Senior Vice President, Chief Financial Officer & Controller Betsy Trietler Vice President Virginia N. Puzon Assistant Secretary The business address for each Director and Officer of SAAMCo is Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992 except for Mr. Wintrob, Ms. Nixon, Ms. Gabert and Ms. Puzon. The business address for Mr. Wintrob, Ms. Nixon and Ms. Puzon is 1 SunAmerica Center, 1999 Avenue of the Stars, Los Angeles, CA 90067 and the business address for Ms. Gabert is 2929 Allen Parkway, Houston, TX 77019. Comparison of the Portfolio and the Successor Portfolio General. SunAmerica Equity Funds, a Massachusetts business trust under which the Portfolio is formed, is an open-end management investment company formed on June 18, 1996 and operates pursuant to a Declaration of Trust, as amended. The Trust is governed by its Declaration of Trust, its by-laws, and applicable federal and state law. SunAmerica Style Select Series, Inc., an open-end management investment company under which the Successor Portfolio will be formed, was incorporated in Maryland on July 3, 1996. SunAmerica Style Select Series, Inc. is governed by its charter, its by-laws, and applicable federal and state law. Stock and Shares of Beneficial Interest. SunAmerica Equity Funds is authorized to issue an unlimited number of transferable shares of beneficial interest. The Trustees, in their sole discretion and without a vote of the shareholders, have the authority to create new series of SunAmerica Equity Funds and further authorize the creation of various classes of shares within any series. The Trustees have the power to determine the investment objective, purchase price, designation, preferences, privileges, limitations, and the other rights of each class and series of shares. Currently, SunAmerica Equity Funds consists of 7 separate series. Each investment series consists of various classes of shares selected from the Class A shares, Class B shares, Class C shares, Class I shares, Class II shares, and Class Z shares. The ownership of the all of SunAmerica Equity Funds' properties is vested exclusively in the Trustees, therefore the shareholders have no interest in SunAmerica Equity Funds' property, other than the beneficial interest conferred by their shares. The shareholders of the various series of SunAmerica Equity Funds have no preference, preemptive, conversion, subscription or exchange rights. The shareholders are entitled to limited appraisal rights, as provided in the Declaration of Trust. All outstanding shares may be redeemed at the option of the holders thereof, subject to the terms and conditions provided in the Declaration of Trust. The Trustees may cause the redemption of shares of SunAmerica Equity Funds for the purpose of maintaining the status of SunAmerica Equity Funds as a regulated investment company under the Internal Revenue Code. SunAmerica Style Select Series, Inc. is authorized to issue 2,000,000,000 shares of its capital stock. Currently, SunAmerica Style Select Series, Inc. consists of 15 separate investment series. Each series consists of various classes of shares selected from the Class A common stock, Class B common stock, Class I common stock, Class II common stock, Class Z common stock, and Class X common stock. The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares of stock without further stockholder action. The shares of each series of SunAmerica Style Select Series, Inc. are generally redeemable at the option of the stockholders and at the option of Style Select. The shares of each series of SunAmerica Style Select Series, Inc. may be issued and sold subject to different sales loads or charges, as determined by the Board of Directors. Voting Rights. On any matter that may be submitted to a vote of shareholders of SunAmerica Equity Funds, all series generally vote together as a single group, except where a separate vote is required by law or in circumstances where the interests of a series differ from those of the other series. Under these circumstances, only shareholders of a series or class are entitled to vote on the matters affecting the series or class. Each whole share will be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. A majority vote of shareholders shall be sufficient to take or authorize action upon any matter except as otherwise required under the Declaration of Trust or any applicable law. In matters affecting a particular series or class, a majority vote of the shareholders of such series or class shall be sufficient to take or authorize the action. Under the Declaration of Trust, shareholder voting is required under very limited circumstances such as to (i) change the fundamental investment objectives of SunAmerica Equity Funds, (ii) enter into management and advisory contracts with third parties, and (iii) effect certain fundamental changes that are provided in the Declaration of Trust. On any matter submitted to a vote of the stockholders of SunAmerica Style Select Series, Inc., all series and classes, as applicable, generally vote together as a single group, except where a separate vote by series or class is required by law. In circumstances where the interests of a series or class differ from those of the other series or class, only stockholders of the affected series or class are entitled to vote on the matters. Each full share is entitled to one vote, and each fractional share has a proportionate fractional vote. Stockholder/Shareholder Meetings. SunAmerica Equity Funds is not required to hold annual meetings of shareholders, but may hold special meetings of shareholders as required by the 1940 Act or under certain circumstances as determined by the Trustees. The meetings of the shareholders of SunAmerica Equity Funds, as a whole or by series or class, may be called by a majority of the trustees, the President, or by the Secretary, at the written request of the holders of shares entitled to vote not less than twenty five percent (25%) of all the votes entitled to be cast at the meeting. The presence of holders of a majority of all the shares issued and outstanding and entitled to be voted at the meeting constitute a quorum for the conduct of business at the meeting. SunAmerica Style Select Series, Inc. is not required to hold annual meetings of stockholders unless required by the 1940 Act. Special meetings of stockholders may be called by the Chairman of the Board of Directors or the President, a majority of the directors, or by the Secretary, at the written request of stockholders entitled to vote at least twenty-five percent (25%) of all the votes entitled to be cast at the meeting. The presence in person or by proxy of stockholders entitled to cast a majority of all votes entitled to be cast at the meeting constitute a quorum for the conduct of business at the meeting. Election and Term of Directors/Trustees. SunAmerica Equity Funds' operations are overseen by the Trustees under Massachusetts law. The Trustees have exclusive control over the property and business of SunAmerica Equity Funds. Subject to the requirements of the 1940 Act, Trustees may be, but need not be, elected by shareholders. Trustees may be appointed by the other Trustees. Outgoing Trustees may elect and appoint their own successors. Trustees have terms of unlimited duration and hold office during the lifetime of SunAmerica Equity Funds or their earlier death, resignation, incapacity or removal. A Trustee may be removed, with cause, by action of two-thirds of the remaining Trustees or by an action of the shareholders of record of not less than two-thirds of the shares outstanding. Any vacancy may be filled by the remaining Trustees. The business and affairs of SunAmerica Style Select Series, Inc. are managed under the direction of its Board of Directors. Subject to the requirements of the 1940 Act, directors are elected by the stockholders. Directors hold office until their successors are duly elected and qualified. A director may be removed by the stockholders, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast for the election of directors. The remaining directors may fill a vacancy on the Board of Directors until a successor director is elected at the next meeting of the stockholders. Stockholder/Shareholder Liability. The Declaration of Trust disclaims any personal liability of a shareholder for the acts or obligations of SunAmerica Equity Funds. Furthermore, SunAmerica Equity Funds will provide indemnification for all losses and expenses that a shareholder of a series may be held responsible for in connection with the obligations of that series. Pursuant to Maryland law, stockholders of SunAmerica Style Select Series, Inc. generally are not personally liable for the debts of SunAmerica Style Select Series, Inc. or any series thereof. Director/Trustee and Officer Liability. The Trustees generally are not personally liable for any obligation of SunAmerica Equity Funds. SunAmerica Equity Funds will indemnify its Trustees against all liabilities and expenses, except for those arising from the Trustee's willful misfeasance, bad faith, gross negligence or reckless disregard of such Trustee's duties. To the fullest extent permitted by Maryland law, no director or officer shall be personally liable to SunAmerica Style Select Series, Inc. or the stockholders for money damages. Such limitation of liability does not apply to a person who would otherwise be subject to liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties involved in the conduct of the office. SunAmerica Style Select Series, Inc. will indemnify its directors, officers and others against reasonable expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with actions, suits or proceedings, whether civil, criminal, administrative or investigative, unless it is established that: . the act or omission was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; . the person actually received an improper personal benefit in money, property, or services; or . in the case of any criminal proceeding, the person had reasonable cause to believe that the act or omission was unlawful. Upon the receipt of appropriate representations and undertakings, SunAmerica Style Select Series, Inc. may pay, prior to final disposition, the expenses, including attorneys' fees, incurred by a director or officer in defending a proceeding. The foregoing is only a summary of certain rights of shareholders of SunAmerica Style Select Series, Inc. and SunAmerica Equity Funds under their governing charter documents, by-laws and state law and is not a complete description of provisions contained in those sources. Board Considerations In making its determination as to whether or not the participation in a transaction involving investment companies is in the best interest of a participating investment company, and in determining whether or not the interests of existing shareholders of that investment 22 company will be diluted as a result of it effecting the transaction, boards of trustees generally consider certain factors. In the case of this reorganization, the Trustees deemed that these factors are largely inapplicable because the Portfolio is being merged into a clone shell portfolio in which the Shareholders' interest after the reorganization will be substantially identical to their interest in the Portfolio prior to the reorganization. However, in analyzing the proposed reorganization, the following are examples of several factors that were taken into account by the Trustees: . Fees or expenses of the reorganization will be borne by SAAMCo, and not by the Portfolio or Successor Portfolio; . Annual portfolio operating expenses, shareholder fees and services, and advisory fees and services of the Successor Portfolio will be the same or not materially different from the Portfolio; . The Successor Portfolio and the Portfolio will have the same investment objectives, restrictions and policies; . The reorganization will not result in any taxable transaction for the Portfolio's shareholders. Terms of the Plan Under the Plan, the reorganization is subject to a number of conditions, including the approval of the Shareholders of the Portfolio. Accordingly, Shareholders of the Portfolio are being asked to vote for the approval of the Plan pursuant to which the reorganization will be consummated. The following description of the Plan and the features of the proposed reorganization is qualified in its entirety by reference to the text of the Plan. The Plan provides, among other things, for the transfer of all of the assets of the Portfolio to the Successor Portfolio in exchange for: (i) the assumption by the Successor Portfolio of all of the liabilities of the Portfolio; and (ii) the issuance of full and fractional shares of beneficial interest of the Successor Portfolio, (the "Successor Portfolio Shares""), to be issued by SunAmerica Style Select Series, Inc. on behalf of the Successor Portfolio, having an aggregate net asset value equal to the value of the net assets of the Portfolio acquired. The value of the assets of the Portfolio and the net asset value per share of the Successor Portfolio Shares shall be determined as of the Valuation Date (as defined in the Plan) in accordance with the procedures for determining the value of the Portfolio's assets set forth in the Successor Portfolio's Articles of Incorporation and the then-current prospectus and statement of additional information for the Successor Portfolio that forms a part of the Successor Portfolio's registration statement on Form N-1A (the "Registration Statement"). In lieu of delivering certificates for the Successor Portfolio Shares, SunAmerica Style Select Series, Inc. shall credit the Successor Portfolio Shares to the Portfolio's account on the share record books of SunAmerica Style Select Series, Inc. and shall deliver a confirmation thereof to the Portfolio. The Portfolio shall then deliver written instructions to SunAmerica Style Select Series, Inc.'s transfer agent to establish accounts for the Shareholders on the share record books relating to the Portfolio. Shareholders of Class A shares, Class B shares and Class II shares of the Portfolio shall receive in the transaction described above, Class A shares, Class B shares and Class II shares, respectively, of the Successor 23 Portfolio. Successor Portfolio Shares of each such class shall have the same aggregate net asset value as the aggregate net asset value of the corresponding class of the Portfolio. The reorganization is expected to be completed on or about February 18, 2004, or such earlier or later date as may be mutually agreed upon by the parties of the Plan. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF PROPOSAL NO. 3. Other Business The Directors do not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the proxies will vote on the matters in their discretion. Independent Auditors The firm of PricewaterhouseCoopers LLP (PwC), 1177 Avenue of the Americas, New York, NY 10036, is the independent public accountant for each of the Funds, except SunAmerica Equity Funds. The firm of Ernst & Young LLP (E&Y), 1401 McKinney, Houston, TX 77010, is the independent public accountant for SunAmerica Equity Funds. Each Fund's Audit Committee recommended, and the Board of each Fund (including a majority of the Independent Directors) approved, the selection of PwC or E&Y, as applicable, as each Fund's independent accountant for the Fund's current fiscal year. [Representatives of PwC or E&Y, as applicable, are not expected to be present at the Meetings, but have been given the opportunity to make a statement if they so desire and will not be available by telephone during the meeting to respond to appropriate questions.] In accordance with Independence Standards Board No. 1, PwC or E&Y, each Fund's independent accountant for the Fund's most recently completed fiscal year, has confirmed to the Audit Committee that it is independent with respect to each Fund. 24 AUDIT FEES: The following aggregate fees were billed by PwC or E&Y, as applicable, for professional services rendered for the audit of each Fund's annual financial statements for their most recently completed fiscal years as indicated below. SunAmerica Equity Funds Fiscal Year End Fees SunAmerica Blue Chip Growth Fund __________ __________ SunAmerica Growth Opportunities Fund __________ __________ SunAmerica New Century Fund __________ __________ SunAmerica Growth and Income Fund __________ __________ SunAmerica Balanced Assets Fund __________ __________ SunAmerica International Equity Fund __________ __________ Focused Dividend Strategy Portfolio __________ __________ SunAmerica Income Funds SunAmerica Core Bond Fund __________ __________ SunAmerica U.S. Government Securities Fund __________ __________ SunAmerica GNMA Fund __________ __________ SunAmerica Strategic Bond Fund __________ __________ SunAmerica High Yield Bond Fund __________ __________ SunAmerica Tax Exempt Insured Fund __________ __________ SunAmerica Money Market Funds, Inc. SunAmerica Money Market Fund __________ __________ SunAmerica Municipal Money Market Fund __________ __________ SunAmerica Strategic Investment Series, Inc. SunAmerica Biotech/Health Fund _________ __________ Tax Managed Equity Fund _________ __________ SunAmerica Stock Index Fund _________ __________ SunAmerica Science & Technology Fund _________ __________ SunAmerica Aggressive Growth LifeStage Fund _________ __________ SunAmerica Moderate Growth LifeStage Fund _________ __________ SunAmerica Conservative Growth LifeStage Fund _________ __________ 25 SunAmerica Style Select Series, Inc. Focused Large-Cap Growth Portfolio __________ __________ Focused Multi-Cap Growth Portfolio __________ __________ Focused 2000 Growth Portfolio __________ __________ Focused Large-Cap Value Portfolio __________ __________ Focused Multi-Cap Value Portfolio __________ __________ Focused 2000 Value Portfolio __________ __________ Focused Growth and Income Portfolio __________ __________ Focused International Equity Portfolio __________ __________ Focused Technology Portfolio __________ __________ SunAmerica Value Fund __________ __________ Focused Equity Strategy Portfolio __________ __________ Focused Multi-Asset Strategy Portfolio __________ __________ Focused Balanced Strategy Portfolio __________ __________ Focused Fixed Income and Equity Strategy Portfolio __________ __________ Focused Fixed Income Strategy Portfolio __________ __________
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: [Neither PwC nor E&Y billed fees for professional services rendered to the Funds for information technology services relating to financial information systems design and implementation for each Fund's most recently completed fiscal year, as indicated above. Similarly, neither PwC nor E&Y billed fees for professional services rendered to the SAAMCo, and any entities controlling, controlled by or under common control with the SAAMCo that provide services to the Funds, for information technology services relating to financial information systems design and implementation for each Fund's most recently completed fiscal year, as indicated above.] [CONFIRM] ALL OTHER FEES: The aggregate fees billed by PwC or E&Y, as applicable, for services rendered to each Fund, SAAMCo and any entity controlling, controlled by or under common control with SAAMCo that provides services to the Funds for the calendar year ended December 31, 2002 was $_________. The Audit Committee of each Fund has considered whether the services described above are compatible with its auditor's independence. 26 Commissions to Affiliated Broker-Dealers The Funds paid commissions to affiliated broker-dealers in the following amounts for their most recently completed fiscal year: SunAmerica Equity Funds SunAmerica Income Funds SunAmerica Money Market Funds, Inc. SunAmerica Strategic Investment Series, Inc. SunAmerica Style Select Series, Inc. Householding If more than one member of a household owns shares of a Fund, only one copy of the proxy will be mailed to that address unless the Fund has received contrary instructions from one or more members of such household. Please contact AIG SunAmerica Capital Services, Inc. by calling 1-800-858-8850 or by writing to Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992 if you would like to receive a separate proxy statement in the future or if your household receives multiple proxy statements and would only like to receive one copy in the future. Shareholder Proposals The Funds are not required to hold annual Shareholder meetings. If a Shareholder wishes to present a proposal to be included in the Proxy Statement for the next meeting of Shareholders of a Portfolio, the Portfolio must receive the proposal a reasonable time before the solicitation is to be made. Shareholders who would like to submit proposals for consideration at future Shareholder meetings should send written proposals to Robert M. Zakem, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311-4992. By Order of the Boards of Directors and Trustees of SUNAMERICA EQUITY FUNDS SUNAMERICA INCOME FUNDS SUNAMERICA MONEY MARKET FUNDS, INC. SUNAMERICA STRATEGIC INVESTMENT SERIES, INC. SUNAMERICA STYLE SELECT SERIES, INC. Robert M. Zakem Secretary 27 Appendix A
Subadviser and Address Funds - -------------------------------------------------------------------------------------------------- AIGGIC SunAmerica Equity Funds: 175 Water Street, New York, NY 10038 International Equity Fund SunAmerica Income Funds: Core Bond Fund Strategic Bond Fund High Yield Bond Fund Tax Exempt Insured Fund SunAmerica Money Market Funds, Inc.: SunAmerica Municipal Money Market Fund SunAmerica Strategic Investment Series, Inc.: SunAmerica Stock Index Fund - -------------------------------------------------------------------------------------------------- American Century Investment SunAmerica Equity Funds: Management, Inc. Value Fund American Century Tower, 4500 Main Street, Kansas City, Missouri 64111 SunAmerica Style Select Series, Inc.: Focused Multi-Cap Value Portfolio - -------------------------------------------------------------------------------------------------- Credit Suisse Asset Management, LLC SunAmerica Style Select Series, Inc.: 466 Lexington Avenue, New York, New York 10017. Focused Multi-Cap Growth Portfolio - -------------------------------------------------------------------------------------------------- Baron Capital Management, Inc. SunAmerica Style Select Series, Inc.: 767 5th Avenue, 49th Floor, New York, New York Focused 2000 Growth Portfolio 10153 Focused Technology Portfolio - -------------------------------------------------------------------------------------------------- Boston Partners Asset Management, L.P. SunAmerica Style Select Series, Inc.: 28 State Street, Boston, Massachusetts Focused 2000 Value Portfolio - -------------------------------------------------------------------------------------------------- Deutsche Asset Management, Inc. SunAmerica Style Select Series, Inc.: 280 Park Avenue, New York, New York 10017 Focused 2000 Growth Portfolio - -------------------------------------------------------------------------------------------------- Dreman Value Management, L.L.C. SunAmerica Style Select Series, Inc.: Ten Exchange Place, Jersey City, New Jersey Focused Large-Cap Value Portfolio - -------------------------------------------------------------------------------------------------- Dresdner RCM Global Investors LLC SunAmerica Style Select Series, Inc.: Four Embarcadero Center, San Francisco, Focused Technology Portfolio California 94111 - -------------------------------------------------------------------------------------------------- Fred Alger Management, Inc. SunAmerica Style Select Series, Inc.: 111 Fifth Avenue, New York, NY 10013 Focused Large-Cap Growth Portfolio - -------------------------------------------------------------------------------------------------- Harris Associates L.P. SunAmerica Style Select Series, Inc.: Two North LaSalle Street, Chicago, Illinois Focused Large-Cap Value Portfolio Focused Growth and Income Portfolio Focused International Equity Portfolio - --------------------------------------------------------------------------------------------------
A-1
- -------------------------------------------------------------------------------------------------- Hotchkis and Wiley Capital Management, LLC SunAmerica Style Select Series, Inc.: 725 South Figueroa Street, 39/th/ Floor, Focused 2000 Value Portfolio Los Angeles, California 90017 - -------------------------------------------------------------------------------------------------- Janus Capital Management LLC SunAmerica Style Select Series, Inc.: 100 Fillmore Street, Denver, Colorado Focused Multi-Cap Growth Portfolio 80206-4923 Focused 2000 Value Portfolio (subcontracts to Perkins) - -------------------------------------------------------------------------------------------------- J.P. Morgan Investment Management Inc. SunAmerica Equity Funds: 522 Fifth Avenue, New York, New York Tax Managed Equity Fund 10036 SunAmerica Style Select Series, Inc.: Focused Multi-Cap Value Portfolio - -------------------------------------------------------------------------------------------------- Marsico Capital Management, LLC SunAmerica Style Select Series, Inc.: 1200 17th Street, Suite 1300, Denver, Colorado Focused Large-Cap Growth Portfolio 80202 Focused Growth and Income Portfolio - -------------------------------------------------------------------------------------------------- Massachusetts Financial Services Company SunAmerica Style Select Series, Inc.: 500 Boylston Street, Boston, Massachusetts Focused International Equity Portfolio 02116 - -------------------------------------------------------------------------------------------------- Oberweis Asset Management, Inc. SunAmerica Style Select Series, Inc.: 951 Ice Cream Drive, Suite 200, North Aurora, Focused 2000 Growth Portfolio Illinois 60542 - -------------------------------------------------------------------------------------------------- Perkins, Wolf, McDonnell & Company SunAmerica Style Select Series, Inc.: 310 S. Michigan Avenue, Suite 2600, Chicago, Focused 2000 Value Portfolio (subcontracted Illinois 60604 from Janus) - -------------------------------------------------------------------------------------------------- Salomon Brothers Asset Management LLC SunAmerica Style Select Series, Inc.: 388 Greenwich Street, New York, New York Focused Large-Cap Growth Portfolio - -------------------------------------------------------------------------------------------------- The Boston Company Asset Management, LLC SunAmerica Style Select Series, Inc.: Mellon Financial Center, 1 Boston Place, Boston, Focused International Equity Portfolio Massachusetts 02111 - -------------------------------------------------------------------------------------------------- Third Avenue Management LLC SunAmerica Style Select Series, Inc.: 767 Third Avenue, New York, New York 10017 Focused Multi-Cap Value Portfolio - -------------------------------------------------------------------------------------------------- Thornburg Investment Management, Inc. SunAmerica Style Select Series, Inc.: 119 East Marcy Street, Santa Fe, New Mexico Focused Growth and Income Portfolio 87501 - -------------------------------------------------------------------------------------------------- T. Rowe Price Associates, Inc. SunAmerica Strategic Investment Series, Inc.: 100 East Pratt Street, Baltimore, Maryland SunAmerica Science and Technology Fund 21202 - -------------------------------------------------------------------------------------------------- Wellington Management Company, LLP SunAmerica Style Select Series, Inc.: 75 State Street, Boston, Massachusetts Focused Large-Cap Value Portfolio 02109 - --------------------------------------------------------------------------------------------------
A-2 Appendix B Proposed Charter Amendments Current text of SunAmerica Style Select Series, Inc.'s Articles of Incorporation, Article SIXTH (c)(5) to Article SIXTH (c)(8): Article SIXTH (c) (5) Each share of Common Stock shall have one vote, irrespective of the class or series thereof, and the exclusive voting power for all purposes shall be vested in the holders of the Common Stock. All classes and series of Common Stock shall vote together as a single class; provided, however, that as to any matter with respect to which a separate vote of a particular class or series is required by the Investment Company Act of 1940 or the Maryland General Corporation Law, such requirement shall apply and, in that event, the other classes and series entitled to vote on the matter shall vote together as a single class; and provided, further, that the holders of a particular class or series of Common Stock shall not be entitled to vote on any matter which does not affect any interest of that class or series, including liquidation of another series, except as otherwise required by the Investment Company Act of 1940 or the Maryland General Corporation Law. (6) Each holder of Common Stock shall have the right to require the Corporation to redeem all or any part of his shares of any class or series at a redemption price equal to the current net asset value per share of that class or series which is next computed after receipt of a tender of such shares for redemption, less such redemption fee or contingent deferred sales charge, if any, as the Board of Directors may from time to time establish in accordance with the Investment Company Act of 1940 and the Rules of Fair Practice adopted by the National Association of Securities Dealers, Inc. Payment of the redemption price shall be made by the Corporation only from the assets belonging to the series whose shares are being redeemed. The redemption price shall be paid in cash; provided, however, that if the Board of Directors determines, which determination shall be conclusive, that conditions exist which make payment wholly in cash unwise or undesirable, the Corporation may, to the extent and in the manner permitted by law, make payment wholly or partly in securities or other assets, at the value of such securities or other assets used in such determination of current net asset value. Notwithstanding the foregoing, the Corporation may suspend the right of holders of Common Stock to require the Corporation to redeem their shares, or postpone the date of payment or satisfaction upon such redemption for more than seven days after tender of such shares for redemption, during any period or at any time when and to the extent permitted under the Investment Company Act of 1940. (7) To the extent and in the manner permitted by the Investment Company Act of 1940 and the Maryland General Corporation Law, the Board of Directors may cause the Corporation to redeem, at their current net asset value, the shares of any series of Common Stock held in the account of any stockholder having, because of redemptions or exchanges, an aggregate net asset value which is less than the minimum initial investment in that series specified by the Board of Directors from time to time in its sole discretion. (8) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or of the liquidation of a particular series of Common Stock, B-1 the holders of each series that is being liquidated shall be entitled, after payment or provision for payment of the liabilities of that series, as a class, to share ratably in the remaining assets belonging to the series. The holders of shares of any particular series shall not be entitled thereby to any distribution upon the liquidation of any other series. The liquidation of any series of Common Stock of which there are shares then outstanding shall be approved by the vote of a majority (as defined in the Investment Company Act of 1940) of the outstanding shares of that series, and without the vote of the holders of shares of any other series of Common Stock. Current text of SunAmerica Strategic Investment Series, Inc.'s Articles of Incorporation, Article SIXTH (c)(5) to Article SIXTH (c)(8): Article SIXTH (c) (5) Each share of Common Stock shall have one vote, irrespective of the class or series thereof, and the exclusive voting power for all purposes shall be vested in the holders of the Common Stock. All classes and series of Common Stock shall vote together as a single class; provided, however, that as to any matter with respect to which a separate vote of a particular class or series is required by the Investment Company Act of 1940 or the Maryland General Corporation Law, such requirement shall apply and, in that event, the other classes and series entitled to vote on the matter shall vote together as a single class; and provided, further, that the holders of a particular class or series of Common Stock shall not be entitled to vote on any matter which does not affect any interest of that class or series, including liquidation of another series, except as otherwise required by the Investment Company Act of 1940 or the Maryland General Corporation Law. (6) Each holder of Common Stock shall have the right to require the Corporation to redeem all or any part of his shares of any class or series at a redemption price equal to the current net asset value per share of that class or series which is next computed after receipt of a tender of such shares for redemption, less such redemption fee or contingent deferred sales charge, if any, as the Board of Directors may from time to time establish in accordance with the Investment Company Act and the Conduct Rules adopted by the National Association of Securities Dealers, Inc. Payment of the redemption price shall be made by the Corporation only from the assets belonging to the series whose shares are being redeemed. The redemption price shall be paid in cash; provided, however, that if the Board of Directors determines, which determination shall be conclusive, that conditions exist which make payment wholly in cash unwise or undesirable, the Corporation may, to the extent and in the manner permitted by law, make payment wholly or partly in securities or other assets, at the value of such securities or other assets used in such determination of current net asset value. Notwithstanding the foregoing, the Corporation may suspend the right of holders of any series of Common Stock to require the Corporation to redeem their shares, during any period or at any time when and to the extent permitted under the Investment Company Act. (7) To the extent and in the manner permitted by the Investment Company Act of 1940 and the Maryland General Corporation Law, the Board of Directors may cause the Corporation to redeem, at their current net asset value, the shares of any series of Common Stock held in the account of any stockholder having, because of redemptions or exchanges, an aggregate net asset value specified by the Board of Directors from time to time in its sole B-2 discretion which is less than the minimum initial investment in that series specified by the Board of Directors from time to time in its sole discretion. (8) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or of the liquidation of a particular series of Common Stock, the holders of each series that is being liquidated shall be entitled, after payment or provision for payment of the liabilities of that series and the amount to which the holders of any class of that series shall be entitled, as a class, to share ratably in the remaining assets belonging to the series. The holders of shares of any particular series of Common Stock shall not be entitled thereby to any distribution upon the liquidation of any other series. Proposed text of SunAmerica Strategic Investment Series, Inc.'s and SunAmerica Style Select Series, Inc.'s Articles of Incorporation, Article SIXTH (c)(5) to Article SIXTH (c)(8): Article SIXTH (c) (5) On each matter submitted to a vote of the stockholders, each holder of shares shall be entitled to one vote for each whole share standing in his name on the books of the Corporation, irrespective of the Series thereof, and the exclusive voting power for all purposes shall be vested in the holders of Common Stock. All shares of all Series shall vote as a single class ("Single Class Voting") as to any matters in which such share of stock is entitled to vote and each fractional share of stock shall be entitled to a proportionate fractional vote; provided, however, that (i) as to any matter with respect to which a separate vote of any Series is required by the Investment Company Act of 1940 or by the Maryland General Corporation Law, such requirement as to a separate vote by that Series shall apply in lieu of Single Class Voting in addition to any other vote that may be required by law; (ii) in the event that the separate vote requirement referred to in clause (i) above applies with respect to more than one Series and the interests of those Series are the same, then, subject to clause (iv) below, the shares of all such Series shall vote as a single class in addition to any other vote that may be required by law, (iii) in the event that the separate vote requirement referred to in clause (i) above applies with respect to one or more Series, then, subject to clause (iv) below, the shares of all other Series shall vote as a single class in addition to any other vote that may be required by law; and (iv) as to any matter which does not affect the interest of a particular Series, including liquidation of another Series as described in paragraph (8) below, only the holders of shares of the one or more affected Series shall be entitled to vote in addition to any other vote that may be required by law. (6) Each holder of shares of any Series shall have the right to require the Corporation, to the extent it has funds or other property legally available therefor and subject to such reasonable conditions as the Board of Directors may determine, to redeem all or any part of his shares of such Series at a redemption price equal to the current net asset value per share of that Series which is next computed after receipt of a tender of such shares for redemption, less such redemption fee or deferred sales charge, if any, as the Board of Directors may from time to time establish in accordance with the Investment Company Act of 1940 and the Rules of Fair Practice adopted by the National Association of Securities Dealers, Inc. Notwithstanding the foregoing, the Corporation may suspend the right of holders of shares of any Series to require the Corporation to redeem their shares, or postpone the date of payment or satisfaction upon such redemption for more than seven days after tender of such shares for redemption, during any B-3 period or at any time when and to the extent permitted under the Investment Company Act of 1940. (7) To the extent and in the manner permitted by the Investment Company Act of 1940 and the Maryland General Corporation Law, and if authorized by the Board of Directors in its sole discretion, the Corporation may redeem at any time and from time to time, in whole or in part, at their current net asset value, shares of any Series from any stockholder, upon the sending of written, telegraphic, or electronic notice of redemption to each holder whose shares are so redeemed and upon such terms and conditions as the Board of Directors shall deem advisable. A redemption under this paragraph, even if it is for all the shares of a Series shall not be considered a liquidation under paragraph (8) requiring a vote of stockholders. All redemptions shall be at a redemption price equal to the current net asset value per share of shares of that Series to be redeemed as determined by the Board of Directors from time to time in accordance with the provisions of applicable law, less such redemption fee or other charge, if any, as may be fixed by resolution of the Board of Directors. Payment of the redemption price shall be made by the Corporation only from the assets belonging to the Series whose shares are being redeemed. The redemption price shall be paid in cash and/or, if authorized by the Board of Directors in its sole discretion, securities at the value of such securities used in such determination of current net asset value; provided, however, that if the Board of Directors determines, which determination shall be conclusive, that conditions exist which make payment wholly in cash and/or securities unwise or undesirable, the Corporation may, to the extent and in the manner permitted by law, make payment wholly or partly in other assets, at the value of such other assets used in such determination of current net asset value. Any certificates for shares of capital stock of the Corporation to be redeemed or repurchased shall be surrendered in proper form for transfer, together with any proof of the authenticity of signatures required by the Board of Directors or transfer agent of the Corporation. (8) In the event of the liquidation of a particular Series, the stockholders of the Series that is being liquidated shall be entitled to receive, as a class, when and as declared by the Board of Directors, the excess of the assets belonging to that Series over the liabilities of that Series. The holders of shares of any particular Series shall not be entitled thereby to any distribution upon liquidation of any other Series. The assets so distributable to the stockholders of any particular Series shall be distributed among such stockholders in proportion to the number of shares of that Series held by them and recorded on the books of the Corporation. The liquidation of any particular Series in which there are shares then outstanding may be authorized by vote of a majority of the Board of Directors then in office, subject to the approval of a majority of the outstanding voting securities of that Series, as defined in the Investment Company Act of 1940, and without the vote of the holders of shares of any other Series. The liquidation of a particular Series may be accomplished, in whole or in part, by the transfer of assets of such Series to another Series or to a series of another corporation, trust or other entity registered as an open-end investment company under the Investment Company Act of 1940 or by the exchange of shares of such Series for the shares of another Series or shares of a series of another corporation, trust or other entity registered as an open-end investment company under the Investment Company Act of 1940. B-4 PROXY TABULATOR P.O. BOX 9132 HINGHAM, MA 02043-9132
EVERY SHAREHOLDER'S VOTE IS IMPORTANT *** 3 EASY WAYS TO VOTE YOUR PROXIES *** ------------------------------------------------------------------------------------------------------ VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL ------------------------------- --------------------------------- -------------------------------- 1) Read the Proxy Statement 1) Read the Proxy Statement and 1) Read the Proxy Statement and have this card at hand have this card at hand 2) Call 1-800-690-6903 2) Go to www.proxyweb.com 2) If you want to vote use the Proxy Card on reverse 3) Enter control number shown 3) Enter control number shown 3) Return the card in the in the screen box and in the screen box and follow postage-paid envelope follow the simple the simple instructions provided instructions 4) Keep this card for your 4) Keep this card for your records records ------------------------------------------------------------------------------------------------------ - ------------------ XXX XXX XXX XXX XX - ------------------ FUND NAME PRINTS HERE SPECIAL MEETING OF SHAREHOLDERS JANUARY 30, 2004 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS/TRUSTEES The undersigned holder of shares of beneficial interest of the above-referenced Fund (the "Fund"), hereby appoints PETER A. HARBECK and ROBERT M. ZAKEM, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at the principal office of the Fund, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311, on Friday, January 30, 2004 at 10:00 A.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. The Fund shall vote as indicated on the reverse side, and in its own discretion, upon such other business as may properly come before the meeting. Dated: ----------------- PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. -------------------------------------------------- -------------------------------------------------- Signature(s) (Sign in the Box) Note: Please sign this proxy as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. SunAmerica sp LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES / PRF 1 PRF 2 PO#m8687 --- --- ---- ---- SUNAMERICA OK TO PRINT AS IS* *By signing this form you are authorizing SUNAMERICA COMPLEX WIDE PROXY #994 ---- COMMON FRONT OF 3 BACKS MIS to print this form in its current state. (SUNCOMB1)(SUNCOMB2)(SUNCOMB3) ORIGINAL 2UP OVERSIZE 12/11/03 TD SCOTT P. (SUNCOMF) --------------------------------------------------------------- SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
Please fill in one of the boxes below as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS. [X] WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT. THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: FOR all Nominees WITHHOLD Listed authority to (except as vote for all noted at nominees 1. To elect as Directors/Trustees the following nominees: left) listed ---------- ------------ (01) Jeffrey S. Burum, (02) Dr. Judith L. Craven, (03) William F. Devin, [ ] [ ] (04) Samuel M. Eisenstat, (05) Stephen J. Gutman, (06) Peter A. Harbeck, (07) William J. Shea --------------------------------------------------------------------------- INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's number on the line above. Note Address Change: ----------------------- ----------------------- ----------------------- PLEASE SIGN ON REVERSE SIDE AAA sp LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES / PRF 1 PRF 2 PO#m8687 --- --- ---- ---- SUNAMERICA - AAA OK TO PRINT AS IS* *By signing this form you SUNAMERICA COMPLEX WIDE PROXY #994 ---- COMMON FRONT (SUNCOMF) are authorizing MIS to print this form in its ORIGINAL 2UP OVERSIZE 12/11/03 TD current state. SCOTT P. (SUNCOMB1) OA 12/11/03 TD ------------------------------------------------- SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
PROXY TABULATOR P.O. BOX 9132 HINGHAM, MA 02043-9132
EVERY SHAREHOLDER'S VOTE IS IMPORTANT *** 3 EASY WAYS TO VOTE YOUR PROXIES *** ------------------------------------------------------------------------------------------------------ VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL ------------------------------- --------------------------------- -------------------------------- 1) Read the Proxy Statement 1) Read the Proxy Statement 1) Read the Proxy Statement and have this card at hand and have this card at hand 2) Call 1-800-690-6903 2) Go to www.proxyweb.com 2) If you want to vote use the Proxy Card on reverse 3) Enter control number shown 3) Enter control number shown 3) Return the card in the in the screen box and in the screen box and postage-paid envelope follow the simple follow the simple provided instructions instructions 4) Keep this card for your 4) Keep this card for your records records ------------------------------------------------------------------------------------------------------ - ------------------ XXX XXX XXX XXX XX - ------------------ FUND NAME PRINTS HERE SPECIAL MEETING OF SHAREHOLDERS JANUARY 30, 2004 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS/TRUSTEES The undersigned holder of shares of beneficial interest of the above-referenced Fund (the "Fund"), hereby appoints PETER A. HARBECK and ROBERT M. ZAKEM, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at the principal office of the Fund, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311, on Friday, January 30, 2004 at 10:00 A.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. The Fund shall vote as indicated on the reverse side, and in its own discretion, upon such other business as may properly come before the meeting. Dated: -------------------- PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. ---------------------------------------------------- ---------------------------------------------------- Signature(s) (Sign in the Box) Note: Please sign this proxy as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. SunAmerica sp LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES / PRF 1 PRF 2 PO#m8687 --- --- ---- ---- SUNAMERICA OK TO PRINT AS IS* *By signing this form you are authorizing SUNAMERICA COMPLEX WIDE PROXY #994 ---- COMMON FRONT OF 3 BACKS MIS to print this form in its current state. (SUNCOMB1)(SUNCOMB2)(SUNCOMB3) ORIGINAL 2UP OVERSIZE 12/11/03 TD SCOTT P. (SUNCOMF) --------------------------------------------------------------- SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT. Please fill in one of the boxes below as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: FOR all Nominees WITHHOLD Listed authority to (except as vote for all noted at nominees 1. To elect as Directors/Trustees the following nominees: left) listed ---------- ------------ (01) Jeffrey S. Burum, (02) Dr. Judith L. Craven, (03) William F. Devin, [ ] [ ] (04) Samuel M. Eisenstat, (05) Stephen J. Gutman, (06) Peter A. Harbeck, (07) William J. Shea --------------------------------------------------------------------------- INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's number on the line above. FOR AGAINST ABSTAIN: --- ------- ------- 2(a) To approve an amendment to the Fund's Articles of Incorporation with [ ] [ ] [ ] respect to its "redemption in kind" provisions. 2(b) To approve an amendment to the Fund's Articles of Incorporation with [ ] [ ] [ ] respect to its liquidation provisions. Note Address Change: ----------------------- ----------------------- ----------------------- PLEASE SIGN ON REVERSE SIDE BBB sp LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES / PRF 1 PRF 2 PO#m8687 --- --- ---- ---- SUNAMERICA - BBB OK TO PRINT AS IS* * By signing this form you SUNAMERICA COMPLEX WIDE PROXY #994 ---- COMMON FRONT (SUNCOMF) are authorizing MIS to print this form in its ORIGINAL 2UP OVERSIZE 12/11/03 TD current state. SCOTT P. (SUNCOMB2) OA 12/11/03 TD ------------------------------------------------- SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
PROXY TABULATOR P.O. BOX 9132 HINGHAM, MA 02043-9132
EVERY SHAREHOLDER'S VOTE IS IMPORTANT *** 3 EASY WAYS TO VOTE YOUR PROXIES *** ------------------------------------------------------------------------------------------------------ VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL ------------------------------- --------------------------------- -------------------------------- 1) Read the Proxy Statement 1) Read the Proxy Statement and 1) Read the Proxy Statement and have this card at hand have this card at hand 2) Call 1-800-690-6903 2) Go to www.proxyweb.com 2) If you want to vote use the Proxy Card on reverse 3) Enter control number shown 3) Enter control number shown 3) Return the card in the in the screen box and in the screen box and follow postage-paid envelope follow the simple the simple instructions provided instructions 4) Keep this card for your 4) Keep this card for your records records ------------------------------------------------------------------------------------------------------ XXX XXX XXX XXX XX FUND NAME PRINTS HERE SPECIAL MEETING OF SHAREHOLDERS JANUARY 30, 2004 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS/TRUSTEES The undersigned holder of shares of beneficial interest of the above-referenced Fund (the "Fund"), hereby appoints PETER A. HARBECK and ROBERT M. ZAKEM, and each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at the principal office of the Fund, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 07311, on Friday, January 30, 2004 at 10:00 A.M., Eastern Standard Time, and at any and all adjournments thereof, and to vote all shares of beneficial interest of the Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions on this proxy. The Fund shall vote as indicated on the reverse side, and in its own discretion, upon such other business as may properly come before the meeting. Dated: ----------------- PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE U.S. -------------------------------------------------- -------------------------------------------------- Signature(s) (Sign in the Box) Note: Please sign this proxy as your name appears on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. SunAmerica sp LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES / PRF 1 PRF 2 PO#m8687 --- --- ---- ---- SUNAMERICA OK TO PRINT AS IS* *By signing this form you are authorizing SUNAMERICA COMPLEX WIDE PROXY #994 ---- COMMON FRONT OF 3 BACKS MIS to print this form in its current state. (SUNCOMB1)(SUNCOMB2)(SUNCOMB3) ORIGINAL 2UP OVERSIZE 12/11/03 TD SCOTT P. (SUNCOMF) --------------------------------------------------------------- SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT. Please fill in one of the boxes below as shown using black or blue ink or number 2 pencil. [X] PLEASE DO NOT USE FINE POINT PENS. THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: FOR all Nominees WITHHOLD Listed authority to (except as vote for all noted at nominees 1. To elect as Directors/Trustees the following nominees: left) listed ---------- ------------ (01) Jeffrey S. Burum, (02) Dr. Judith L. Craven, (03) William F. Devin, [ ] [ ] (04) Samuel M. Eisenstat, (05) Stephen J. Gutman, (06) Peter A. Harbeck, (07) William J. Shea --------------------------------------------------------------------------- INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's number on the line above. FOR AGAINST ABSTAIN: --- ------- -------- 3. To approve the Agreement and Plan of Reorganization, in the form set forth [ ] [ ] [ ] in Exhibit C to the Proxy Statement, pursuant to which the Focused Dividend Strategy Portfolio at SunAmerica Equity Funds will be reorganized into a newly created Focused Dividend Strategy Portfolio of SunAmerica Style Select Series, Inc. Note Address Change: ----------------------- ----------------------- ----------------------- PLEASE SIGN ON REVERSE SIDE CCC sp LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES / PRF 1 PRF 2 PO#m8687 --- --- ---- ---- SUNAMERICA - CCC OK TO PRINT AS IS* *By signing this form you SUNAMERICA COMPLEX WIDE PROXY #994 ---- COMMON FRONT (SUNCOMF) are authorizing MIS to print this form in its ORIGINAL 2UP OVERSIZE 12/11/03 TD current state. SCOTT P. (SUNCOMB3) OA 12/11/03 TD ------------------------------------------------- SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
Exhibit List Exhibit A Form of Agreement and Plan of Reorganization Exhibit B Form of Investment Advisory and Management Agreement Exhibit C Form of 12b-1 Plan EX-99.A 3 dex99a.txt FORM OF AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF , 2003 --------- -- Table of Contents Page No. -------- 1. Defined Terms; Sections and Exhibits; Miscellaneous Terms..............2 a. Definitions.......................................................2 b. Use of Defined Terms..............................................5 c. Sections and Exhibits.............................................5 d. Miscellaneous Terms...............................................5 2. The Reorganization(s)..................................................5 a. Transfer of Assets................................................5 b. Assumption of Liabilities.........................................5 c. Issuance and Valuation of Corresponding Shares in the Reorganization.................................................5 d. Distribution of Corresponding Shares to the Acquired Fund Shareholders...................................................5 e. Interest; Proceeds................................................6 f. Valuation Time....................................................6 g. Evidence of Transfer..............................................6 h. Termination.......................................................6 3. Representations and Warranties of the Acquired Fund....................6 a. Formation and Qualification.......................................6 b. Licenses..........................................................6 c. Authority.........................................................7 d. Financial Statements..............................................7 e. Semi-Annual Report to Shareholders................................7 f. Prospectus and Statement of Additional Information................7 g. Litigation........................................................8 h. Material Contracts................................................8 i. No Conflict.......................................................8 j. Undisclosed Liabilities...........................................8 k. Taxes.............................................................8 l. Assets............................................................8 m. Consents..........................................................8 n. Capitalization....................................................9 o. Books and Records.................................................9 4. Representations and Warranties of the Acquiring Fund...................9 a. Formation and Qualification.......................................9 b. Licenses..........................................................9 c. Authority.........................................................9 d. Financial Statements.............................................10 e. Semi-Annual Report to Stockholders...............................10 f. Prospectus and Statement of Additional Information...............10 g. Litigation.......................................................10 h. Material Contracts...............................................10 i. No Conflict......................................................11 j. Undisclosed Liabilities..........................................11 k. Taxes............................................................11 l. Consents.........................................................11 i m. Capitalization...................................................11 n. Corresponding Shares.............................................12 5. Covenants of the Acquired Fund and the Acquiring Fund.................12 a. Special Shareholders' Meeting....................................12 b. Unaudited Financial Statement....................................12 c. Share Ledger Records of the Acquiring Fund.......................13 d. Conduct of Business..............................................13 e. Termination of the Acquired Fund.................................13 f. Corresponding Shares.............................................13 g. Tax Returns......................................................13 h. Proxy Statement Mailing..........................................13 i. Confirmation of Tax Basis........................................13 j. Shareholder List.................................................13 k. New Series.......................................................14 6. Closing Date..........................................................14 7. Conditions of the Acquired Fund.......................................14 a. Representations and Warranties...................................14 b. Performance......................................................14 c. Shareholder Approval.............................................14 d. Approval of Board of Directors...................................14 e. Deliveries by the Acquiring Fund.................................15 f. No Material Adverse Change.......................................16 g. Absence of Litigation............................................16 h. Proceedings and Documents........................................16 i. Compliance with Laws; No Adverse Action or Decision..............16 j. Commission Orders or Interpretations.............................16 8. Conditions of the Acquiring Fund......................................16 a. Representations and Warranties...................................16 b. Performance......................................................17 c. Shareholder Approval.............................................17 d. Approval of Board of Directors...................................17 e. Deliveries by the Acquired Fund..................................17 f. No Material Adverse Change.......................................17 g. Absence of Litigation............................................17 h. Proceedings and Documents........................................17 i. Compliance with Laws; No Adverse Action or Decision..............18 j. Commission Orders or Interpretations.............................18 k. Dividends........................................................18 9. Termination, Postponement and Waivers.................................18 a. Termination of Agreement.........................................18 b. Commission Order.................................................19 c. Effect of Termination............................................19 d. Waivers; Non-Material Changes....................................19 10. Survival of Representations and Warranties............................19 11. Other Matters.........................................................20 a. Obligations under Massachusetts Law..............................20 ii b. Further Assurances...............................................20 c. Notices..........................................................20 d. Entire Agreement.................................................20 e. Amendment........................................................20 f. Governing Law....................................................21 g. Assignment.......................................................21 h. Costs of the Reorganization......................................21 i. Severability.....................................................21 j. Headings.........................................................21 k. Counterparts.....................................................21 iii AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made as of the day of 2003, by and between SUNAMERICA EQUITY FUNDS, a --- --------- Massachusetts business trust, on behalf of the Acquired Fund (as defined herein), an investment portfolio of SunAmerica Equity Funds, and SUNAMERICA STYLE SELECT SERIES, INC., a Maryland corporation, on behalf of the Acquiring Fund (as defined herein), an investment portfolio of SunAmerica Style Select Series, Inc. PLANS OF REORGANIZATION WHEREAS, this Agreement constitutes an agreement and plan of reorganization between SunAmerica Equity Funds on behalf of its investment portfolio (the "Acquired Fund,") and SunAmerica Style Select Series, Inc. on behalf of its investment portfolio (the "Acquiring Fund") set forth below: - --------------------------------------------------------------------------- Acquired Fund: Acquiring Fund: - --------------------------------------------------------------------------- SunAmerica Focused Dividend Strategy SunAmerica Focused Dividend Strategy Portfolio Portfolio - --------------------------------------------------------------------------- WHEREAS, the Acquired Fund owns securities that generally are assets of the character in which the respective Acquiring Fund is permitted to invest; WHEREAS, the reorganization will consist of (i) the acquisition of the Acquired Fund's Assets (as defined herein), and assumption of the Acquired Fund's Assumed Liabilities (as defined herein), by the Acquiring Fund solely in exchange for an aggregate value of newly issued shares of beneficial interest, $.0001 par value per share, of the Acquiring Fund (the "Shares"), equal to the net asset value of the Acquired Fund's Assets determined in accordance with Section 2(c) hereof, and (ii) the subsequent distribution by the Acquired Fund of the Shares to its shareholders in liquidation of the Acquired Fund, all upon and subject to the terms hereinafter set forth (the "Reorganization"); WHEREAS, in the course of the Reorganization, Shares of the Acquiring Fund will be issued to the Acquired Fund and distributed to the shareholders thereof as follows: each holder, if any, of Class A, Class B and Class II shares of the Acquired Fund will be entitled to receive Class A, Class B and Class II, respectively (the "Corresponding Shares"), of the Acquiring Fund on the Closing Date (as defined herein); WHEREAS, the aggregate net asset value of the Corresponding Shares to be received by each shareholder of the Acquired Fund will equal the aggregate net asset value of the Acquired Fund shares owned by such shareholder as of the Valuation Time (as defined herein); WHEREAS, it is intended that the Reorganization described herein shall be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and any successor provision and the parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368(a) of the Code; and AGREEMENT NOW, THEREFORE, in order to consummate the Reorganization and in consideration of the premises and the covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Acquired Fund and the Acquiring Fund hereby agree as follows: 1. Defined Terms; Sections and Exhibits; Miscellaneous Terms. a. Definitions. As used herein the following terms have the following respective meanings: "Acquired Fund" has the meaning ascribed thereto under the heading "Plans of Reorganization." For purposes of this Agreement, the term "Acquired Fund" shall refer to the SunAmerica Focused Dividend Strategy Portfolio of SunAmerica Equity Funds. "Acquiring Fund" has the meaning ascribed thereto under the heading "Plans of Reorganization." For purposes of this Agreement, the term "Acquiring Fund" shall refer to the SunAmerica Focused Dividend Strategy Portfolio of SunAmerica Style Select Series, Inc. "Acquiring Fund Post-Effective Amendment" has the meaning ascribed thereto in Section 5(l) hereof. "Agreement" has the meaning ascribed thereto in the introduction hereof. "Assets" has the meaning ascribed thereto in Section 2(a) hereof. For purposes of this Agreement, the term "Assets" shall refer to Assets of the Acquired Fund. "Assumed Liabilities" has the meaning ascribed thereto in Section 2(b) hereof. For purposes of this Agreement, the term "Assumed Liabilities" shall refer to the Assumed Liabilities of the Acquired Fund. "Closing Date" has the meaning ascribed thereto in Section 6 hereof. "Code" has the meaning ascribed thereto under the heading "Plans of Reorganization." "Commission" shall mean the Securities and Exchange Commission. "Corresponding Shares" has the meaning ascribed thereto under the heading "Plans of Reorganization." For purposes of this Agreement, the term "Corresponding Shares" shall refer to the Corresponding Shares of the Acquiring Fund. 2 "Equity Funds Prospectus" shall mean the prospectus relating to the Acquired Funds dated January 28, 2003, as amended or supplemented. "Equity Funds Statement of Additional Information" shall mean the statement of additional information relating to the Acquired Funds, dated January 28, 2003, as amended or supplemented. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Governmental Authority" shall mean any governmental or quasi-governmental authority, including, without limitation, any Federal, state, territorial, county, municipal or other governmental or quasi-governmental agency, board, branch, bureau, commission, court, arbitral body, department or other instrumentality or political unit or subdivision, whether domestic or foreign. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended. "Investments" shall mean, with respect to any Person, (i) the investments of such Person shown on the schedule of its investments as of the date set forth therein, with such additions thereto and deletions therefrom as may have arisen in the course of such Person's business up to such date; and (ii) all other assets owned by such Person or liabilities incurred as of such date. "Licenses" has the meaning ascribed thereto in Section 3(b) hereof. "Lien" shall mean any security agreement, financing statement (whether or not filed), mortgage, lien (statutory or otherwise), charge, pledge, hypothecation, conditional sales agreement, adverse claim, title retention agreement or other security interest, encumbrance, restriction, deed of trust, indenture, option, limitation, exception to or other title defect in or on any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale, lease, consignment or bailment given for security purposes, trust receipt or other title retention agreement with respect to any property or asset of such Person, whether direct, indirect, accrued or contingent. "Majority Shareholder Vote" shall mean the lesser of the (i) more than 50% of the outstanding shares of the Acquired Fund and (ii) 61% or more of the shares of the Acquiring Fund represented at the special shareholders' meeting referenced in Section 5(a) hereof if more than 50% of such shares are represented. "Material Adverse Effect" shall mean, with respect to any Person, any event, circumstance or condition that, individually or when aggregated with all other similar events, circumstances or conditions could reasonably be expected to have, or has had, a material adverse effect on: (i) the business, property, operations, condition (financial or otherwise), results of operations or prospects of such Person or (ii) the ability of such Person to consummate the transactions contemplated hereunder in the manner contemplated hereby, other than, in each case, any change relating to the economy or securities markets in general. 3 "Permitted Liens" shall mean, with respect to any Person, any Lien arising by reason of (i) taxes, assessments, governmental charges or claims that are either not yet delinquent, or being contested in good faith for which adequate reserves have been recorded, (ii) the Federal or state securities laws, and (iii) imperfections of title or encumbrances as do not materially detract from the value or use of the Assets or materially affect title thereto. "Person" shall mean any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Reorganization" has the meaning ascribed thereto in the second paragraph under the heading "Plans of Reorganization" hereof and consists of (i) the acquisition of the Acquired Fund's Assets, and assumption of the Acquired Fund's Assumed Liabilities, by the Acquiring Fund solely in exchange for an aggregate value of Corresponding Shares of the Acquiring Fund, equal to the net asset value of the Acquired Fund's Assets determined in accordance with Section 2(c) hereof, and (ii) the subsequent distribution by the Acquired Fund of such Corresponding Shares to its shareholders in proportion to such shareholders' interest in the Acquired Fund in liquidation of the Acquired Fund. "RICs" has the meaning ascribed thereto in Section 3(b) hereof. "Rule 17a-8(a)" shall mean Rule 17a-8(a) under the Investment Company Act. "S&S LLP" shall mean Shearman & Sterling LLP, counsel to the Acquired Funds and the Acquiring Funds. "Securities Act" shall mean the Securities Act of 1933, as amended. "Shares" has the meaning ascribed thereto under the heading "Plans of Reorganization." "Style Select Funds Prospectus" shall mean the preliminary prospectus contained in the Acquiring Fund Post-Effective Amendment, as amended or supplemented. "Style Select Funds Statement of Additional Information" shall mean the preliminary statement of additional information contained in the Acquiring Fund Post-Effective Amendment, as amended or supplemented. "SunAmerica Equity Funds Declaration of Trust" shall mean the Declaration of Trust of SunAmerica Equity Funds dated as of June 18, 1986, as amended or supplemented from time to time. "SunAmerica Style Select Series, Inc. Articles of Incorporation" shall mean the Articles of Incorporation of SunAmerica Style Select Series, Inc., dated as of July 3, 1996, as amended or supplemented from time to time. "Valuation Time" has the meaning ascribed thereto in Section 2(f) hereof. 4 b. Use of Defined Terms. Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class. The use of any gender shall be applicable to all genders. c. Sections and Exhibits. References in this Agreement to Sections, Exhibits and Schedules are to Sections, Exhibits and Schedules of and to this Agreement. The Exhibits and Schedules to this Agreement are hereby incorporated herein by this reference as if fully set forth herein. d. Miscellaneous Terms. The term "or" shall not be exclusive. The terms "herein," "hereof," "hereto," "hereunder" and other terms similar to such terms shall refer to this Agreement as a whole and not merely to the specific article, section, paragraph or clause where such terms may appear. The term "including" shall mean "including, but not limited to." 2. The Reorganization(s). a. Transfer of Assets. Subject to receiving the requisite approval of the directors of the Acquired Fund, and to the other terms and conditions contained herein and on the basis of the representations and warranties contained herein, on the Closing Date, the Acquired Fund shall convey, transfer and deliver to the Acquiring Fund, and the Acquiring Fund shall purchase, acquire and accept from the Acquired Fund, free and clear of all Liens (other than Permitted Liens), all of the property and assets (including cash, securities, commodities, interests in futures and dividends, any deferred or prepaid expenses and interest accrued on debt instruments, in each case as of the Valuation Time) owned by the Acquired Fund (as to each Acquired Fund, such assets are collectively referred to herein as the "Assets"). b. Assumption of Liabilities. Subject to receiving the requisite approval of the directors of the Acquired Fund, and to the other terms and conditions contained herein and on the basis of the representations and warranties contained herein, on the Closing Date, the Acquiring Fund will assume and agree to pay, perform and discharge when due all of the obligations and liabilities of the Acquired Fund then existing, whether absolute, accrued, contingent or otherwise (as to each Acquired Fund, such liabilities are collectively referred to herein as the "Assumed Liabilities"). c. Issuance and Valuation of Corresponding Shares in the Reorganization. Full Corresponding Shares, and to the extent necessary, a fractional Corresponding Share, of an aggregate net asset value equal to the net asset value of the Assets (after deducting the Assumed Liabilities) acquired by the Acquiring Fund hereunder, determined as hereinafter provided shall be issued by the Acquiring Fund to the Acquired Fund in exchange for such Assets. The net asset value of each of the Acquired Fund's Assets and the Acquiring Fund's Corresponding Shares shall be determined in accordance with the procedures described in the Style Select Funds Prospectus and the Style Select Statement of Additional Information as of the Valuation Time. Such valuation and determination shall be made by the Acquiring Fund in cooperation with the Acquired Fund. d. Distribution of Corresponding Shares to the Acquired Fund Shareholders. Pursuant to this Agreement, as soon as practicable after the Valuation Time, the Acquired Fund will 5 distribute all Corresponding Shares received by it from the Acquiring Fund in connection with the Reorganization to its shareholders in proportion to such shareholders' interest in the Acquired Fund. Such distribution shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired Fund based on their respective holdings in the Acquired Fund as of the Valuation Time. e. Interest; Proceeds. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest or proceeds it receives on or after the Closing Date with respect to its Assets. f. Valuation Time. (i) The Valuation Time shall be the close of the New York Stock Exchange (generally 4:00 P.M., New York time) on [January 30], 2004, or such earlier or later day and time as may be mutually agreed upon in writing between the parties hereto (the "Valuation Time"). (ii) In the event that at the Valuation Time (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed to trading or trading thereon shall be restricted; or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable, the Valuation Time shall be postponed until the close of the New York Stock Exchange on the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. g. Evidence of Transfer. The Acquiring Fund and the Acquired Fund will jointly file any instrument as may be required by the State of Maryland and/or the Commonwealth of Massachusetts to effect the transfer of the Assets to the Acquiring Fund. h. Termination. The Acquired Fund's existence as a separate investment portfolio of SunAmerica Equity Funds will be terminated as soon as practicable following the consummation of the applicable Reorganization by making any required filings with the Commonwealth of Massachusetts, as provided in Section 5(e) hereof. 3. Representations and Warranties of the Acquired Fund. The Acquired Fund represents and warrants to the Acquiring Fund as follows: a. Formation and Qualification. The Acquired Fund is a separate investment portfolio of SunAmerica Equity Funds, a business trust duly organized, validly existing and in good standing in conformity with the laws of the Commonwealth of Massachusetts, and the Acquired Fund has all requisite power and authority to own all of its properties or assets and carry on its business as presently conducted. SunAmerica Equity Funds is duly qualified, registered or licensed to do business and is in good standing in each jurisdiction in which the ownership of its properties or assets or the character of its present operations makes such qualification, registration or licensing necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect on the Acquired Fund. b. Licenses. The Acquired Fund (or SunAmerica Equity Funds on behalf of the Acquired Fund) holds all permits, consents, registrations, certificates, authorizations and other 6 approvals (collectively, "Licenses") required for the conduct of its business as now being conducted; all such Licenses are in full force and effect and no suspension or cancellation of any of them is pending or threatened; and none of such Licenses will be affected by the consummation of the transactions contemplated by this Agreement in a manner that would have a Material Adverse Effect on the Acquired Fund. SunAmerica Equity Funds is duly registered under the Investment Company Act as an open-end management investment company (File No. 811-07797), and such registration has not been suspended, revoked or rescinded and is in full force and effect. The Acquired Fund has elected and qualified for the special tax treatment afforded regulated investment companies ("RICs") under Sections 851-855 of the Code at all times since its inception and intends to continue to so qualify for its current taxable year. c. Authority. SunAmerica Equity Funds, on behalf of the Acquired Fund, has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Acquired Fund and no other proceedings on the part of SunAmerica Equity Funds or the Acquired Fund are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed by SunAmerica Equity Funds, on behalf of the Acquired Fund, and assuming due authorization, execution and delivery of this Agreement by the Acquiring Fund, this Agreement constitutes a legal, valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and the remedy of specific performance and injunctive and other forms of equitable relief. d. Financial Statements. The Acquiring Fund has been furnished with an accurate, correct and complete statement of assets and liabilities and a schedule of Investments of the Acquired Fund, each as of , 200 ----------- -- - said financial statements having been audited by Ernst & Young LLP, independent public accountants. Such audited financial statements fairly present in all material respects the financial position of the Acquired Fund as of the dates and for the periods referred to therein and in conformity with generally accepted accounting principles applied on a consistent basis. e. Semi-Annual Report to Shareholders. The Acquiring Fund has been furnished with the Acquired Fund's Semi-Annual Report to Shareholders for the six months ended March 31, 2003, and the unaudited financial statements appearing therein fairly present in all material respects the financial position of the Acquired Fund as of the dates and for the periods referred to therein and in conformity with generally accepted accounting principles applied on a consistent basis. f. Prospectus and Statement of Additional Information. The Acquiring Fund has been furnished with the Strategic Funds Prospectus and the Strategic Funds Statement of Additional Information, and insofar as they relate to the Acquired Fund, said Prospectus and Statement of Additional Information do 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 statement therein, in the light of the circumstances under which they were made, not misleading. 7 g. Litigation. There are no claims, actions, suits or legal, administrative or other proceedings pending or, to the knowledge of the Acquired Fund, threatened against the Acquired Fund that could reasonably be expected to have a Material Adverse Effect on the Acquired Fund. The Acquired Fund is not charged with or, to its knowledge, threatened with any violation, or investigation of any possible violation, of any provisions of any Federal, state or local law or regulation or administrative ruling relating to any aspect of its business that could reasonably be expected to have a Material Adverse Effect on the Acquired Fund. h. Material Contracts. There are no material contracts outstanding to which SunAmerica Strategic Investment Series, Inc. on behalf of the Acquired Fund is a party that have not been disclosed in the Equity Funds Prospectus or the Equity Funds Statement of Additional Information. i. No Conflict. The execution and delivery of this Agreement by SunAmerica Equity Funds on behalf of the Acquired Fund and the consummation of the transactions contemplated hereby will not contravene or constitute a default under or violation of (i) SunAmerica Equity Funds Declaration of Trust or by-laws, each as amended, supplemented and in effect as of the date hereof, (ii) any agreement or contract (or require the consent of any Person under any agreement or contract that has not been obtained) to which SunAmerica Equity Funds on behalf of the Acquired Fund is a party or to which its assets or properties are subject, or (iii) any judgment, injunction, order or decree, or other instrument binding upon the Acquired Fund or any of its assets or properties, except where such contravention, default or violation would not have a Material Adverse Effect on the Acquired Fund. j. Undisclosed Liabilities. The Acquired Fund has no material liabilities, contingent or otherwise, other than those shown on its statement of assets and liabilities referred to herein, those incurred in the ordinary course of its business since March 31, 2003, and those incurred in connection with the Reorganization. k. Taxes. The Acquired Fund has filed (or caused to be filed), or has obtained extensions to file, all Federal, state and local tax returns which are required to be filed by it, and has paid (or caused to be paid) or has obtained extensions to pay, all taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. l. Assets. The Acquired Fund has good and marketable title to the Assets, free and clear of all Liens, except for Permitted Liens. The Acquired Fund is the direct sole and exclusive owner of the Assets. At the Closing Date, upon consummation of the transactions contemplated hereby, the Acquiring Fund will have good and marketable title to the Assets, free and clear of all Liens, except for Permitted Liens. m. Consents. No filing or registration with, or consent, approval, authorization or order of, any Person is required for the consummation by the Acquired Fund of the Reorganization, 8 except as may be required under the Securities Act, the Exchange Act, the Investment Company Act or state securities laws (which term as used herein shall include the laws of the District of Columbia and Puerto Rico). n. Capitalization. Under the Declaration of Trust of SunAmerica Equity Funds, the Acquired Fund is authorized to issue an unlimited number of full and fractional shares of beneficial interest, par value $0.01 per share, divided into three classes designated Class A, Class B and Class II shares. All issued and outstanding shares of the Acquired Fund are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. Except for (i) the right of Class B shares of the Acquired Fund to automatically convert to Class A shares of the Acquired Fund eight years after the purchase thereof, or (ii) in connection with any automatic dividend reinvestment plan available to the Acquired Fund shareholders, there are no options warrants, subscriptions, calls or other rights, agreements or commitments obligating the Acquired Fund to issue any of its shares or securities convertible into its shares. o. Books and Records. The books and records of the Acquired Fund made available to the Acquiring Fund and/or its counsel are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Acquired Fund. 4. Representations and Warranties of the Acquiring Fund. The Acquiring Fund represents and warrants to the Acquired Fund as follows: a. Formation and Qualification. The Acquiring Fund is a separate investment portfolio of SunAmerica Style Select Series, Inc., a business trust duly organized, validly existing and in good standing in conformity with the laws of the State of Maryland, and the Acquiring Fund has all requisite power and authority to own all of its properties or assets and carry on its business as presently conducted. SunAmerica Style Select Series, Inc. is duly qualified, registered or licensed as a foreign corporation to do business and is in good standing in each jurisdiction in which the ownership of its properties or assets or the character of its present operations makes such qualification, registration or licensing necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect on the Acquiring Fund. b. Licenses. The Acquiring Fund (or SunAmerica Style Select Series, Inc. on behalf of the Acquiring Fund) holds all Licenses required for the conduct of its business as now being conducted; all such Licenses are in full force and effect and no suspension or cancellation of any of them is pending or threatened; and none of such Licenses will be affected by the consummation of the transactions contemplated by this Agreement in a manner that would have a Material Adverse Effect on the Acquiring Fund. SunAmerica Style Select Series, Inc. is duly registered under the Investment Company Act as an open-end management investment company (File No. 811-07797), and such registration has not been revoked or rescinded and is in full force and effect. The Acquiring Fund has elected and qualified for the special tax treatment afforded to RICs under Sections 851-855 of the Code at all times since its inception and intends to continue to so qualify both until consummation of the Reorganization and thereafter. c. Authority. SunAmerica Style Select Series, Inc., on behalf of the Acquiring Fund, has full power and authority to execute and deliver this Agreement and to consummate the 9 transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Acquiring Fund and no other proceedings on the part of the Acquiring Fund are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed by SunAmerica Style Select Series, Inc., on behalf of the Acquiring Fund, and assuming due authorization, execution and delivery of this Agreement by the Acquired Fund, this Agreement constitutes a legal, valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and the remedy of specific performance and injunctive and other forms of equitable relief. d. Financial Statements. The Acquired Fund has been furnished with an accurate, correct and complete statement of assets and liabilities and a schedule of Investments of the Acquiring Fund, each as of October 31, 2002, said financial statements having been audited by PricewaterhouseCoopers LLP, independent public accountants. Such audited financial statements fairly present in all material respects the financial position of the Acquiring Fund as of the dates and for the periods referred to therein and in conformity with generally accepted accounting principles applied on a consistent basis. e. Semi-Annual Report to Stockholders. The Acquired Fund has been furnished with the Acquiring Fund's Semi-Annual Report to Stockholders for the six months ended April 30, 2003, and the unaudited financial statements appearing therein fairly present in all material respects the financial position of the Acquiring Fund as of the dates and for the periods referred to therein and in conformity with generally accepted accounting principles applied on a consistent basis. f. Prospectus and Statement of Additional Information. The Acquired Fund has been furnished with the Style Select Funds Prospectus and the Style Select Funds Statement of Additional Information, and insofar as they relate to the Acquiring Fund, said Prospectus and Statement of Additional Information do 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 statement therein, in the light of the circumstances under which they were made, not misleading. g. Litigation. There are no claims, actions, suits or legal, administrative or other proceedings pending or, to the knowledge of the Acquiring Fund, threatened against the Acquiring Fund that could reasonably be expected to have a Material Adverse Effect on the Acquiring Fund. The Acquiring Fund is not charged with or, to its knowledge, threatened with any violation, or investigation of any possible violation, of any provisions of any Federal, state or local law or regulation or administrative ruling relating to any aspect of its business that could reasonably be expected to have a Material Adverse Effect on the Acquiring Fund. h. Material Contracts. There are no material contracts outstanding to which SunAmerica Style Select Series, Inc. on behalf of the Acquiring Fund is a party that have not been disclosed in the Style Select Funds Prospectus or the Style Select Funds Statement of Additional Information. 10 i. No Conflict. The execution and delivery of this Agreement by SunAmerica Style Select Series, Inc. on behalf of the Acquiring Fund and the consummation of the transactions contemplated hereby will not contravene or constitute a default under or violation of (i) the SunAmerica Style Select Series, Inc. Articles of Incorporation or by-laws, each as amended, supplemented and in effect as of the date hereof, (ii) any agreement or contract (or require the consent of any Person under any agreement or contract that has not been obtained) to which SunAmerica Style Select Series, Inc. on behalf of the Acquiring Fund is a party or to which its assets or properties are subject, or (iii) any judgment, injunction, order or decree, or other instrument binding upon the Acquiring Fund or any of its assets or properties, except where such contravention, default or violation would not have a Material Adverse Effect on the Acquiring Fund. j. Undisclosed Liabilities. The Acquiring Fund has no material liabilities, contingent or otherwise, other than those shown on its statement of assets and liabilities referred to herein, those incurred in the ordinary course of its business as an investment company since [March 31, 2003] and those incurred in connection with the Reorganization. k. Taxes. The Acquiring Fund has filed (or caused to be filed), or has obtained extensions to file, all Federal, state and local tax returns which are required to be filed by it, and has paid (or caused to be paid) or has obtained extensions to pay, all taxes shown on said returns to be due and owing, and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of the Acquiring Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquiring Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. l. Consents. No filing or registration with, or consent, approval, authorization or order of, any Person is required for the consummation by the Acquiring Fund of the Reorganization, except for such as may be required under the Securities Act, the Exchange Act, the Investment Company Act, or state securities laws (which term as used herein shall include the laws of the District of Columbia and Puerto Rico). m. Capitalization. Under the Articles of Incorporation of SunAmerica Style Select Series, Inc., the Acquiring Fund is authorized to issue an unlimited number of full and fractional shares of beneficial interest, par value $0.0001 per share, divided into three classes, designated Class A, Class B and Class II. All issued and outstanding shares of the Acquiring Fund are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. Except for (i) the right of Class B shares of the Acquiring Fund to automatically convert to Class A shares of the Acquiring Fund approximately eight years after the purchase thereof or (ii) in connection with any automatic dividend reinvestment plan available to the Acquiring Fund shareholders, there are no options, warrants, subscriptions, calls or other rights, agreements or commitments obligating the Acquiring Fund to issue any of its shares or securities convertible into its shares. 11 n. Corresponding Shares. i. The Corresponding Shares to be issued by the Acquiring Fund to the Acquired Fund and subsequently distributed by the Acquired Fund to its shareholders as provided in this Agreement have been duly and validly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable and will have full voting rights, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof. ii. At or prior to the Closing Date, the Corresponding Shares to be issued by the Acquiring Fund to the Acquired Fund on the Closing Date will be duly qualified for offering to the public in all states of the United States in which the sale of shares of the Acquiring Fund presently are qualified, and there are a sufficient number of such shares registered under the Securities Act, the Investment Company Act and with each pertinent state securities commission to permit the Reorganization to be consummated. 5. Covenants of the Acquired Fund and the Acquiring Fund a. Special Shareholders' Meeting. The Acquired Fund agrees to call a special meeting of its shareholders to be held as soon as practicable for the purpose of considering the Reorganization as described in this Agreement and take all other action necessary to obtain shareholder approval of the transactions contemplated herein. b. Unaudited Financial Statement i. The Acquired Fund hereby agrees to furnish or cause its agents to furnish to the Acquiring Fund, at or prior to the Closing Date, for the purpose of determining the number of Corresponding Shares to be issued by the Acquiring Fund to the Acquired Fund pursuant to Section 2(c) hereof, an accurate, correct and complete unaudited statement of assets and liabilities of the Acquired Fund with values determined in accordance with Section 2(c) hereof and an unaudited schedule of Investments of the Acquired Fund (including the respective dates and costs of acquisition thereof), each as of the Valuation Time. Such unaudited financial statement will fairly present in all material respects the financial position of the Acquired Fund as of the dates and for the periods referred to therein and in conformity with generally accepted accounting principles applied on a consistent basis. ii. The Acquiring Fund hereby agrees to furnish or cause its agents to furnish to the Acquired Fund, at or prior to the Closing Date, for the purpose of determining the number of Corresponding Shares to be issued by the Acquiring Fund to the Acquired Fund pursuant to Section 2(c) hereof, an accurate, correct and complete unaudited statement of assets and liabilities of the Acquiring Fund with values determined in accordance with Section 2(c) hereof and an unaudited schedule of Investments of the Acquiring Fund (including the respective dates and costs of acquisition thereof), each as of the Valuation Time. Such unaudited financial statements will fairly present in all material respects the financial position of the Acquiring Fund as of the dates and for the periods referred to therein and in conformity with generally accepted accounting principles applied on a consistent basis. 12 c. Share Ledger Records of the Acquiring Fund. The Acquiring Fund agrees, as soon as practicable after the Valuation Time, to open shareholder accounts on its share ledger records for the shareholders of the Acquired Fund in connection with the distribution of Corresponding Shares by the Acquired Fund to such shareholders in accordance with Section 2(d) hereof. d. Conduct of Business. The Acquired Fund and the Acquiring Fund each covenants and agrees to operate its respective business in the ordinary course as presently conducted between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions. e. Termination of the Acquired Fund. SunAmerica Equity Funds agrees that as soon as practicable following the consummation of the Reorganization, it will terminate the existence of the Acquired Fund in accordance with the laws of the Commonwealth of Massachusetts and any other applicable law. f. Corresponding Shares. The Acquired Fund will not sell or otherwise dispose of any of the Corresponding Shares to be received by it from the Acquiring Fund in connection with the Reorganization, except in distribution to the shareholders of the Acquired Fund in accordance with the terms hereof. g. Tax Returns. The Acquired Fund and the Acquiring Fund each agrees that by the Closing Date all of its Federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either shall have been paid or adequate liability reserves shall have been provided for the payment of such taxes. In connection with this provision, the Acquiring Fund and the Acquired Fund agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. h. Proxy Statement Mailing. The Acquired Fund agrees to mail to its shareholders of record entitled to vote at the special meeting of shareholders at which action is to be considered regarding this Agreement, in sufficient time to comply with requirements as to notice thereof, a proxy statement which complies in all material respects (except as to information therein relating to the Acquiring Fund) with the applicable provisions of Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder. i. Confirmation of Tax Basis. The Acquired Fund will deliver to the Acquiring Fund on the Closing Date confirmations or other adequate evidence as to the tax basis of each of the Assets delivered to the Acquiring Fund hereunder. j. Shareholder List. As soon as practicable after the close of business on the Closing Date, the Acquired Fund shall deliver to the Acquiring Fund a list of the names and addresses of all of the shareholders of record of the Acquired Fund on the Closing Date and the number of shares of the Acquired Fund owned by each such shareholder as of such date, certified to the best of its knowledge and belief by the transfer agent or by North American Funds on behalf of the Acquired Fund. 13 k. New Series. SunAmerica Style Select Series, Inc. on behalf of the Acquiring Fund shall (i) cause a post-effective amendment to its Registration Statement on Form N1-A (the "Acquiring Fund Post-Effective Amendment") to be filed with the Commission in a timely fashion to register the Class A, Class B and Class II Shares of the Acquiring Fund, for sale under the Securities Act prior to the Closing Date, and (ii) prior to the Closing Date, amend or establish, as applicable, the Acquiring Fund's plan under Rule 18f-3 under the Investment Company Act to reflect the addition of such Shares and take such other steps as may be necessary to establish a new class of shares of the Acquiring Fund. 6. Closing Date. The closing of the transactions contemplated by this Agreement shall be at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022 after the close of the New York Stock Exchange on [January 30], 2004 or at such other place, time and date agreed to by the Acquired Fund and the Acquiring Fund. The date and time upon which such closing is to take place shall be referred to herein as the "Closing Date." To the extent that any Assets, for any reason, are not transferable on the Closing Date, the Acquired Fund shall cause such Assets to be transferred to the Acquiring Fund's custody account with State Street Bank and Trust Company at the earliest practicable date thereafter. 7. Conditions of the Acquired Fund. The obligations of the Acquired Fund hereunder shall be subject to the satisfaction, at or before the Closing Date (or such other date specified herein), of the conditions set forth below. The benefit of these conditions is for the Acquired Fund only and, other than with respect to the condition set forth in Section 7(c) hereof, may be waived, in whole or in part, by the Acquired Fund at any time in its sole discretion. a. Representations and Warranties. The representations and warranties of the Acquiring Fund made in this Agreement shall be true and correct in all material respects when made, as of the Valuation Time and as of the Closing Date all with the same effect as if made at and as of such dates, except that any representations and warranties that relate to a particular date or period shall be true and correct in all material respects as of such date or period. b. Performance. The Acquiring Fund shall have performed, satisfied and complied with all covenants, agreements and conditions required to be performed, satisfied or complied with by it under this Agreement at or prior to the Closing Date. c. Shareholder Approval. This Agreement shall have been adopted and the Reorganization shall have been approved by a Majority Shareholder Vote. d. Approval of Board of Directors. This Agreement shall have been adopted and the Reorganization shall have been approved by the Board of Directors of SunAmerica Style Select Series, Inc., on behalf of the Acquiring Fund, including a majority of the Directors or Trustees who are not "interested persons" of SunAmerica Equity Funds or SunAmerica Style Select Series, Inc. as defined in Section 2(a)(19) of the Investment Company Act, which shall have found, as required by Rule 17a-8(a), that (i) participation in the Reorganization is in the best 14 interests of the Acquiring Fund and (ii) the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of the Reorganization. e. Deliveries by the Acquiring Fund. At or prior to the Closing Date, the Acquiring Fund shall deliver to the Acquired Fund the following: i. a certificate, in form and substance reasonably satisfactory to the Acquired Fund, executed by the President (or a Vice President) of SunAmerica Style Select Series, Inc. on behalf of the Acquiring Fund, dated as of the Closing Date, certifying that the conditions specified in Sections 7(a), (b), (d) and (f) have been fulfilled; ii. the unaudited financial statements of the Acquiring Fund required by Section 5(b)(ii) hereof; iii. an opinion of S&S LLP, in form and substance reasonably satisfactory to the Acquired Fund, to the effect that, for Federal income tax purposes, (i) the transfer of the Assets to the Acquiring Fund in return solely for the Corresponding Shares and the assumption by the Acquiring Fund of the Assumed Liabilities as provided for in the Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code, and assuming that such transfer, issuance and assumption qualifies as a reorganization within the meaning of Section 368(a) of the Code, the Acquired Fund and the Acquiring Fund will each be deemed to be a "party to the Reorganization" within the meaning of Section 368(b) of the Code; (ii) in accordance with Sections 357 and 361 of the Code, no gain or loss will be recognized to the Acquired Fund as a result of the Asset transfer solely in return for the Corresponding Shares and the assumption by the Acquiring Fund of the Assumed Liabilities or on the distribution (whether actual or constructive) of the Corresponding Shares to the Acquired Fund shareholders as provided for in the Agreement; (iii) under Section 1032 of the Code, no gain or loss will be recognized to the Acquiring Fund on the receipt of the Assets in return for the Corresponding Shares and the assumption by the Acquiring Fund of the Assumed Liabilities as provided for in the Agreement; (iv) in accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized to the shareholders of the Acquired Fund on the receipt (whether actual or constructive) of Corresponding Shares in return for their shares of the Acquired Fund; (v) in accordance with Section 362(b) of the Code, the tax basis of the Assets in the hands of the Acquiring Fund will be the same as the tax basis of such Assets in the hands of the Acquired Fund immediately prior to the consummation of the Reorganization; (vi) in accordance with Section 358 of the Code, immediately after the Reorganization, the tax basis of the Corresponding Shares received (whether actually or constructively) by the shareholders of the Acquired Fund in the Reorganization will be equal, in the aggregate, to the tax basis of the shares of the Acquired Fund surrendered in return therefor; (vii) in accordance with Section 1223 of the Code, a shareholder's holding period for the Corresponding Shares will be determined by including the period for which such shareholder held the shares of the Acquired Fund exchanged therefor, provided, that the Acquired Fund shares were held as a capital asset; (viii) in accordance with Section 1223 of the Code, the Acquiring Fund's holding period with respect to the Assets acquired by it will include the period for which such Assets were held by the Acquired Fund; and (ix) in accordance with Section 381(a) of the Code and regulations thereunder, the Acquiring Fund will succeed to and take into account certain tax attributes of the 15 Acquired Fund, subject to applicable limitations, such as earnings and profits, capital loss carryovers and method of accounting. f. No Material Adverse Change. There shall have occurred no material adverse change in the financial position of the Acquiring Fund since April 30, 2003 other than changes in its portfolio securities since that date, changes in the market value of its portfolio securities or changes in connection with the payment of the Acquiring Fund's customary operating expenses, each in the ordinary course of business. g. Absence of Litigation. There shall not be pending before any Governmental Authority any material litigation with respect to the matters contemplated by this Agreement. h. Proceedings and Documents. All proceedings contemplated by this Agreement, the Reorganization, and all of the other documents incident thereto, shall be reasonably satisfactory to the Acquired Fund and its counsel, and the Acquired Fund and its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Acquired Fund or its counsel may reasonably request. i. Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no law, statute, ordinance, code, rule or regulation shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of this Agreement, the Reorganization or the consummation of any of the transactions contemplated hereby and thereby; (ii) the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the Investment Company Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the Investment Company Act, and (iii) no other legal, administrative or other proceeding shall be instituted or threatened by any Governmental Authority which would materially affect the financial condition of the Acquiring Fund or that seeks to restrain, enjoin, prevent, materially delay, prohibit or otherwise make illegal the performance of this Agreement, the Reorganization or the consummation of any of the transactions contemplated hereby or thereby. j. Commission Orders or Interpretations. The Acquired Fund shall have received from the Commission such orders or interpretations as counsel to the Acquired Fund deems reasonably necessary or desirable under the Securities Act and the Investment Company Act in connection with the Reorganization; provided that such counsel shall have requested such orders or interpretations as promptly as practicable, and all such orders shall be in full force and effect. 8. Conditions of the Acquiring Fund. The obligations of the Acquiring Fund hereunder shall be subject to the satisfaction, at or before the Closing Date (or such other date specified herein), of the conditions set forth below. The benefit of these conditions is for the Acquiring Fund only and, other than with respect to the condition set forth in Section 8(c) hereof, may be waived, in whole or in part, by the Acquiring Fund at any time in its sole discretion. a. Representations and Warranties. The representations and warranties of the Acquired Fund made in this Agreement shall be true and correct in all material respects when made, as of 16 the Valuation Time and as of the Closing Date all with the same effect as if made at and as of such dates, except that any representations and warranties that relate to a particular date or period shall be true and correct in all material respects as of such date or period. b. Performance. The Acquired Fund shall have performed, satisfied and complied with all covenants, agreements and conditions required to be performed, satisfied or complied with by it under this Agreement at or prior to the Closing Date. c. Shareholder Approval. This Agreement shall have been adopted and the Reorganization shall have been approved by a Majority Shareholder Vote. d. Approval of Board of Directors. This Agreement shall have been adopted and the Reorganization shall have been approved by the Board of Trustees of SunAmerica Equity Funds, on behalf of the Acquired Fund, including a majority of the Trustees who are not "interested persons" of SunAmerica Equity Funds or SunAmerica Style Select Series, Inc. within the meaning of Section 2(a)(19) of the Investment Company Act, which shall have found, as required by Rule 17a-8(a), that (i) participation in the Reorganization is in the best interests of the Acquired Fund and (ii) the interests of the existing shareholders of the Acquired Fund will not be diluted as a result of the Reorganization. e. Deliveries by the Acquired Fund. At or prior to the Closing Date, the Acquired Fund shall deliver to the Acquiring Fund the following: i. a certificate, in form and substance reasonably satisfactory to the Acquiring Fund, executed by the President (or a Vice President) of SunAmerica Equity Funds on behalf of the Acquired Fund, dated as of the Closing Date, certifying that the conditions specified in Sections 8(a), (b), (c) and (e) have been fulfilled; ii. the unaudited financial statements of the Acquired Fund required by Section 5(b)(i) hereof; and iii. an opinion of S&S LLP, in form and substance reasonably satisfactory to the Acquiring Fund, with respect to the matters specified in Section 7(e)(iii) hereof. f. No Material Adverse Change. There shall have occurred no material adverse change in the financial position of the Acquired Fund since [April 30, 2003] other than changes in its portfolio securities since that date, changes in the market value of its portfolio securities or changes in connection with the payment of the Acquired Fund's customary operating expenses, each in the ordinary course of business. The Acquired Fund reserves the right to sell any of its portfolio securities in the ordinary course of business, but will not, without the prior written consent of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. g. Absence of Litigation. There shall not be pending before any Governmental Authority any material litigation with respect to the matters contemplated by this Agreement. h. Proceedings and Documents. All proceedings contemplated by this Agreement, the Reorganization, and all of the other documents incident thereto, shall be reasonably satisfactory 17 to the Acquiring Fund and its counsel, and the Acquiring Fund and its counsel shall have received all such counterpart originals or certified or other copies of such documents as the Acquiring Fund or its counsel may reasonably request. i. Compliance with Laws; No Adverse Action or Decision. Since the date hereof, (i) no law, statute, ordinance, code, rule or regulation shall have been promulgated, enacted or entered that restrains, enjoins, prevents, materially delays, prohibits or otherwise makes illegal the performance of this Agreement, the Reorganization or the consummation of any of the transactions contemplated hereby and thereby; (ii) the Commission shall not have issued an unfavorable advisory report under Section 25(b) of the Investment Company Act, nor instituted or threatened to institute any proceeding seeking to enjoin consummation of the Reorganization under Section 25(c) of the Investment Company Act, and (iii) no other legal, administrative or other proceeding shall be instituted or threatened by any Governmental Authority which would materially affect the financial condition of the Acquired Fund or that seeks to restrain, enjoin, prevent, materially delay, prohibit or otherwise make illegal the performance of this Agreement, the Reorganization or the consummation of any of the transactions contemplated hereby or thereby. j. Commission Orders or Interpretations. The Acquiring Fund shall have received from the Commission such orders or interpretations as counsel to the Acquiring Fund, deems reasonably necessary or desirable under the Securities Act and the Investment Company Act in connection with the Reorganization; provided that such counsel shall have requested such orders or interpretations as promptly as practicable, and all such orders shall be in full force and effect. k. Dividends. Prior to the Closing Date, the Acquired Fund shall have declared a dividend or dividends which, together with all such previous dividends, shall have the effect of distributing to its shareholders all of its investment company taxable income as of the Closing Date, if any (computed without regard to any deduction for dividends paid), and all of its net capital gain, if any, realized as of the Closing Date. 9. Termination, Postponement and Waivers. a. Termination of Agreement. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 10 hereof, this Agreement may be terminated and the Reorganization abandoned at any time prior to the Closing Date, or the Closing Date may be postponed, by notice in writing prior to the Closing Date: i. by the Acquired Fund or the Acquiring Fund if: (1) the Board of Trustees of SunAmerica Equity Funds and the Board of Directors of SunAmerica Style Select Series, Inc. so mutually agree in writing; or (2) any Governmental Authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement, the Reorganization or the consummation of any of the transactions contemplated hereby or thereby and such judgment, 18 injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 9(a)(i)(3) shall have used its reasonable best efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied. ii. by the Acquired Fund if any condition of the Acquired Fund's obligations set forth in Section 7 of this Agreement has not been fulfilled or waived by it; or iii. by the Acquiring Fund if any condition of the Acquiring Fund's obligations set forth in Section 8 of this Agreement has not been fulfilled or waived by it. b. Commission Order. If any order or orders of the Commission with respect to this Agreement, the Reorganization or any of the transactions contemplated hereby or thereby shall be issued prior to the Closing Date and shall impose any terms or conditions which are determined by action of the Board of Trustees of SunAmerica Equity Funds and the Board of Directors of SunAmerica Style Select Series, Inc. to be acceptable, such terms and conditions shall be binding as if a part of this Agreement without further vote or approval of the shareholders of the Acquired Fund, unless such terms and conditions shall result in a change in the method of computing the number of Corresponding Shares to be issued by the Acquiring Fund to the Acquired Fund, this Agreement shall not be consummated and shall terminate unless the Acquired Fund promptly shall call a special meeting of shareholders at which such conditions so imposed shall be submitted for approval and the requisite approval of such conditions shall be obtained. c. Effect of Termination. In the event of termination of this Agreement pursuant to the provisions hereof, the same shall become null and void and have no further force or effect, and there shall not be any liability on the part of either the Acquired Fund or the Acquiring Fund, SunAmerica Equity Funds or SunAmerica Style Select Series, Inc., or Persons who are their directors, trustees, officers, agents or shareholders in respect of this Agreement. d. Waivers; Non-Material Changes. At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be waived by the party that is entitled to the benefit thereof if such action or waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of such party on behalf of which such action is taken. In addition, each party has delegated to its investment adviser the ability to make non-material changes to this Agreement if such investment adviser deems it to be in the best interests of the Acquired Fund or Acquiring Fund for which it serves as investment adviser to do so. 10. Survival of Representations and Warranties. The respective representations and warranties contained in Sections 3 and 4 hereof shall expire with, and be terminated by, the consummation of the Reorganization, and neither the Acquired Fund nor the Acquiring Fund nor any of their officers, trustees, agents or shareholders shall have any liability with respect to such representations or warranties after the Closing Date. This provision shall not protect any officer, trustee or agent of the Acquired Fund or the Acquiring Fund, or of SunAmerica Equity Funds or SunAmerica Style Select Series, Inc. 19 against any liability to the entity for which such Person serves in such capacity, or to its shareholders, to which such Person would be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of such office. 11. Other Matters a. Obligations under Massachusetts Law. Copies of the Acquired Fund's Declaration of Trust are on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Acquired Fund, as trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the trustees, officers, employees, agents or shareholders of SunAmerica Equity Funds individually, but are binding solely upon the assets and property of the Acquired Fund. b. Further Assurances. Each party hereto covenants and agrees to provide the other party hereto and its agents and counsel with any and all documentation, information, assistance and cooperation that may become necessary from time to time with respect to the transactions contemplated by this Agreement. c. Notices. Any notice, report or other communication hereunder shall be in writing and shall be given to the Person entitled thereto by hand delivery, prepaid certified mail or overnight service, addressed to the Acquired Fund or the Acquiring Fund, as applicable, at the address set forth below. If the notice is sent by certified mail, it shall be deemed to have been given to the Person entitled thereto upon receipt and if the notice is sent by overnight service, it shall be deemed to have been given to the Person entitled thereto one (1) business day after it was deposited with the courier service for delivery to that Person. Notice of any change in any address listed below also shall be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived by the party entitled to receive such notice. If to the Acquiring Fund or the Acquired Fund, to: SunAmerica Mutual Funds Harborside Financial Center 3200 Plaza 5 Jersey City, NJ 07311 Attention: Robert M. Zakem, Esq. With a copy to: Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 Attention: Margery K. Neale, Esq. d. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters contemplated herein and supersedes all previous agreements or understandings between the parties related to such matters. e. Amendment. Except as set forth in Section 9(d) hereof, this Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants 20 hereof may be waived, only by a written instrument executed by all of the parties hereto or, in the case of a waiver, by the party waiving compliance; provided that, no such amendment may have the effect of changing the provisions for determining the number of Corresponding Shares to be issued to the Acquired Fund shareholders under this Agreement to the detriment of such shareholders without their approval. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. f. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to agreements made and to be performed in said state, without giving effect to the principles of conflict of laws thereof. g. Assignment. This Agreement shall not be assigned by any of the parties hereto, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party hereto. Any purported assignment contrary to the terms hereof shall be null, void and of no effect. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. h. Costs of the Reorganization. All costs of the Reorganization shall be borne by AIG SunAmerica Asset Management Corp. or an affiliate thereof, regardless of whether the reorganizations are consummated. i. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms and provisions of this Agreement in any other jurisdiction. j. Headings. Headings to sections in this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the heading of any section. k. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original but all such counterparts together shall constitute but one instrument. 21 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. ATTEST: SUNAMERICA EQUITY FUNDS ON BEHALF OF SUNAMERICA FOCUSED DIVIDEND STRATEGY PORTFOLIO By: By: ----------------------------- ------------------------------------ Name: Name: Title: Title: ATTEST: SUNAMERICA STYLE SELECT SERIES, INC. ON BEHALF OF SUNAMERICA FOCUSED DIVIDEND STRATEGY PORTFOLIO By: By: ----------------------------- ------------------------------------ Name: Name: Title: Title: EX-99.B 4 dex99b.txt FORM OF INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT [FORM OF] INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of ______________, _____, as amended from time to time, by and between [Name], a [Maryland corporation (the "Corporation")/Massachusetts business trust (the "Trust")], and AIG SunAmerica Asset Management Corp., a Delaware corporation (the "Adviser"). W I T N E S S E T H: WHEREAS, the [Corporation/Trust] 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 $._____ per share, in separately designated Portfolio representing separate funds with their own investment objectives, policies and purposes (each, a "Fund" and collectively, the "Funds"); and WHEREAS, the Adviser is engaged in the business of rendering investment management, advisory and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940; and WHEREAS, the [Corporation/Trust] desires to retain the Adviser to furnish investment management, advisory and administrative services to the [Corporation/Trust] and the Funds and the Adviser is willing to furnish such services; NOW, THEREFORE, it is hereby agreed between the parties hereto as follows: 1. Duties of the Adviser. The Adviser shall manage the affairs of the Funds including, but not limited to, continuously providing the Funds with investment management, including investment research, advice and supervision, determining which securities shall be purchased or sold by the Funds, making purchases and sales of securities on behalf of the Funds and determining how voting and other rights with respect to securities owned by the Funds shall be exercised, subject in each case to the control of the Board of Directors/Trustees of the [Corporation/Trust] (the "Directors/Trustees") and in accordance with the objectives, policies and principles set forth in [Corporation/Trust]'s Registration Statement and the Funds' current Prospectus and Statement of Additional Information, as amended from time to time, the requirements of the Act and other applicable law. In performing such duties, the Adviser (i) shall provide such office space, such bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Funds or [Corporation/Trust] on behalf of the Funds) and such executive and other personnel as shall be necessary for the operations of the Funds, (ii) shall be responsible for the financial and accounting records required to be maintained by the Funds (including those maintained by [Corporation/Trust]'s custodian) and (iii) shall oversee the performance of services provided to the Funds by others, including the custodian, transfer and shareholder servicing agent. The [Corporation/Trust] understands that the Adviser also acts as the manager of other investment companies. Subject to Section 36 of the Act, the Adviser shall not be liable to the Funds or [Corporation/Trust] for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Funds and the performance of its duties under this Agreement except for willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. 2. Retention by Adviser of Sub-Advisers, etc. In carrying out its responsibilities hereunder, the Adviser may employ, retain or otherwise avail itself of the services of other persons or entities including, without limitation, affiliates of the Adviser, on such terms as the Adviser shall determine to be necessary, desirable or appropriate. Without limiting the generality of the foregoing, and subject to the requirements of Section 15 of the Act, the Adviser may retain one or more sub-advisers to manage all or a portion of the investment portfolio of a Fund, at the Adviser's own cost and expense. Retention of one or more sub-advisers, or the employment or retention of other persons or entities to perform services, shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible for all acts and omissions of such sub-advisers, or other persons or entities, in connection with the performance of the Adviser's duties hereunder. 3. Expenses. The Adviser shall pay all of its expenses arising from the performance of its obligations under Section 1 and shall pay any salaries, fees and expenses of the [Corporation/Trust]'s Directors/Trustees and Officers who are employees of the Adviser. The Adviser shall not be required to pay any other expenses of the Funds, including, but not limited to, direct charges relating to the purchase and sale of portfolio securities, interest charges, fees and expenses of independent attorneys and auditors, taxes and governmental fees, cost of share certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares, expenses of registering and qualifying shares for sale, expenses of printing and distributing reports, notices and proxy materials to shareholders, expenses of data processing and related services, shareholder recordkeeping and shareholder account service, expenses of printing and filing reports and other documents filed with governmental agencies, expenses of printing and distributing prospectuses, expenses of annual and special shareholders meetings, fees and disbursements of transfer agents and custodians, expenses of disbursing dividends and distributions, fees and expenses of Directors/Trustees who are not employees of the Adviser or its affiliates, membership dues in the Investment Company Institute, insurance premiums and extraordinary expenses such as litigation expenses. 4. Compensation of the Adviser. (a) As full compensation for the services rendered, facilities furnished and expenses paid by the Adviser under this Agreement, the [Corporation/Trust] agrees to pay to the Adviser a fee at the annual rates set forth in Schedule A hereto with respect to each Fund indicated 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 is applied to each prior days' net assets in order to calculate the daily accrual). For purposes of calculating the Adviser's fee with respect to any Fund, the average daily net asset value of a Fund shall be determined by taking an average of all determinations of such net asset value during the month. If the Adviser shall serve for less than the whole of any month the foregoing compensation shall be prorated. (b) Upon any termination of this Agreement on a day other than the last day of the month, the fee for the period from the beginning of the month in which termination occurs to the date of termination shall be prorated according to the proportion which such period bears to the full month. 5. Portfolio Transactions. The Adviser 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 Adviser may employ or 2 deal with such broker-dealers or futures commission merchants as may, in the Adviser'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 Adviser 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/Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Adviser 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 Adviser's having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Adviser 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 Adviser's overall responsibilities with respect to such Portfolio and to other clients as to which the Adviser 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 Adviser may engage its affiliates or any other subadviser to the [Corporation/Trust] and its respective affiliates, as broker-dealers or futures commission merchants to effect Portfolio transactions in securities and other investments for a Portfolio. The Adviser will promptly communicate to the officers and the Directors/Trustees of the [Corporation/Trust] such information relating to Portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Adviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Adviser 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 Adviser in the manner the Adviser 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. 6. Term of Agreement. This agreement shall continue in full force and effect for two years from the date hereof, and shall continue in full force and effect from year to year thereafter if such continuance is approved in the manner required by the Act and the Adviser has not notified the [Corporation/Trust] in writing at least 60 days prior to the anniversary date of the previous continuance that it does not desire such continuance. With respect to each Fund, this Agreement may be terminated at any time, without payment of penalty by the Fund or the [Corporation/Trust], on 60 days written notice to the Adviser, by vote of the Directors/Trustees, or by vote of a majority of the outstanding voting securities (as defined by the Act) of the Fund, voting separately from any other Portfolio of the [Corporation/Trust]. The termination of this Agreement with respect to any Fund or the addition of any Fund 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 Fund subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act). The [Corporation/Trust] hereby agrees that if (i) the Adviser ceases to act as investment manager and adviser to the [Corporation/Trust] and (ii) the continued use of the [Corporation/Trust]'s present name would create confusion in the context of the Adviser's business, then the 3 [Corporation/Trust] will use its best efforts to change its name in order to delete the word "SunAmerica" from its name. 7. Liability of the Adviser. 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 Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) the Adviser shall not be subject to liability to the [Corporation/Trust] or to any shareholder of the [Corporation/Trust] 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 [Corporation/Trust] shall indemnify the Adviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) (collectively, the "Indemnified Parties") from any liability arising from the Adviser's conduct under this Agreement. Indemnification to the Adviser or any of its personnel or affiliates shall be made when (i) a final decision on the merits rendered, by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Directors/Trustees who are neither "interested persons" of the [Corporation/Trust] as defined in section 2(a)(19) of the Act nor parties to the proceeding ("disinterested, non-party Directors") or (b) an independent legal counsel in a written opinion. The [Corporation/Trust] may, by vote of a majority of the disinterested, non-party Directors advance attorneys' fees or other expenses incurred by an Indemnified Party in defending a proceeding upon the undertaking by or on behalf of the Indemnified Party to repay the advance unless it is ultimately determined that he is entitled to indemnification. Such advance shall be subject to at least one of the following: (1) the person to be indemnified shall provide a security for his undertaking, (2) the [Corporation/Trust] shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party Directors or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification. 8. Non-Exclusivity. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser who may also be a Director/Trustee, officer or employee of the [Corporation/Trust] to engage in any other business or devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the right of the Adviser to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 9. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the [Corporation/Trust] must be obtained in conformity with the requirements of the Act. 10. 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 apply. 4 11. Separate Portfolio. Pursuant to the provisions of the Declaration, each Fund is a separate Portfolio of the [Corporation/Trust], and all debts, liabilities, obligations and expenses of a particular Fund shall be enforceable only against the assets of that Fund and not against the assets of any other Fund or of the [Corporation/Trust] as a whole. IN WITNESS WHEREOF, the [Corporation/Trust] and the Adviser have caused this Agreement to be executed by their duly authorized officers as of the date first above written. [NAME] By: _____________________________ [Name] [Title] AIG SUNAMERICA ASSET MANAGEMENT CORP. By: _____________________________ Peter A. Harbeck President and CEO 5 SCHEDULE A FEE RATE (as a % of average PORTFOLIO daily net asset value) - --------- ---------------------- 6 EX-99.C 5 dex99c.txt FORM OF 12B-1 PLAN [Form of] PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1 (CLASS ___ SHARES) PLAN OF DISTRIBUTION adopted as of the day of _______, (year), by ___________________, a Maryland corporation/Massachusetts trust (the "Corporation"/"Trust"), on behalf of the Class ___ shares of its separately designated series, ___________________ Fund (the "Fund"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Corporation is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company; and WHEREAS, the Fund is a separately designated investment series of the Corporation with its own investment objective, policies and purposes offering four separate classes of shares of common stock, par value $._____ per share, of the Corporation (the "Shares"); and WHEREAS, the Corporation has entered into a Distribution Agreement with AIG SunAmerica Capital Services, Inc. (the "Distributor"), pursuant to which the Distributor acts as the exclusive distributor and representative of the Corporation in the offer and sale of the Shares to the public; and WHEREAS, the Corporation desires to adopt this Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to which the Portfolio will pay an account maintenance fee and a distribution fee to the Distributor with respect to Class ___ shares of the Fund; and WHEREAS, the Board of Directors of the Corporation (the "Directors") as a whole, and the Directors who are not interested persons of the Corporation and who have no direct or indirect financial interest in the operation of this Plan or in any agreement relating hereto (the "12b-1 Directors"), having determined, in the exercise of reasonable business judgment and in light of their fiduciary duties under state law and under Sections 36(a) and (b) of the Act, that there is a reasonable likelihood that this Plan will benefit the Fund and its Class ___ shareholders, have approved this Plan by votes cast in person at a meeting called for the purpose of voting hereon and on any agreements related hereto; NOW THEREFORE, the Corporation on behalf of the Fund hereby adopts this Plan on the following terms: 1. Distribution Activities. The Fund shall pay the Distributor a distribution fee under the Plan at the end of each month at the annual rate of 0.__% of average daily net assets attributable to Class ___ shares of the Portfolio to compensate the Distributor and certain securities firms ("Securities Firms") for providing sales and promotional activities and services. Such activities and services will relate to the sale, promotion and marketing of the Class ___ shares. Such expenditures may consist of sales commissions to financial consultants for selling Class ___ shares, compensation, sales incentives and payments to sales and marketing personnel, and the payment of expenses incurred in its sales and promotional activities, including advertising expenditures related to the Class ___ shares of the Fund and the costs of preparing and distributing promotional materials with respect to such Class ___ shares. Payment of the distribution fee described in this Section 1 shall be subject to any limitations set forth in applicable regulations of the National Association of Securities Dealers, Inc. Nothing herein shall prohibit the Distributor from collecting distribution fees in any given year, as provided hereunder, in excess of expenditures made in such year for sales and promotional activities with respect to the Fund. 2. Account Maintenance Activities. The Fund shall pay the Distributor an account maintenance fee under the Plan at the end of each month at the annual rate of up to 0.25% of average daily net assets attributable to Class ___ shares of the Fund to compensate the Distributor and Securities Firms for account maintenance activities. 3. Payments to Other Parties. The Fund hereby authorizes the Distributor to enter into agreements with Securities Firms to provide compensation to such Securities Firms for activities and services of the type referred to in Sections 1 and 2 hereof. The Distributor may reallocate all or a portion of its account maintenance fee or distribution fee to such Securities Firms as compensation for the above-mentioned activities and services. Such agreements shall provide that the Securities Firms shall deliver to the Distributor such information as is reasonably necessary to permit the Distributor to comply with the reporting requirements set forth in Section 5 hereof. 4. Related Agreements. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide: (a) that such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the 12b-1 Directors or, by vote of a majority of the outstanding voting securities (as defined in the Act) of Class ___ shares of the Fund, on not more than 60 days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. 5. Quarterly Reports. The Treasurer of the Corporation shall provide to the Directors and the Directors shall review, at least quarterly, a written report of the amounts expended pursuant to this Plan with respect to Class ___ shares of the Fund and any related agreement and the purposes for which such expenditures were made. 6. Term and Termination. (a) This Plan shall become effective as of the date hereof, and, unless terminated as herein provided, shall continue from year to year thereafter, so long as such continuance is specifically approved at least annually by votes, cast in person at a meeting called for the purpose of voting on such approval, of a majority of both the (i) the Directors of the Corporation, and (ii) the 12b-1 Directors. (b) This Plan may be terminated at any time by vote of a majority of the 12b-1 Directors or by vote of a majority of the outstanding voting securities (as defined in the Act) of Class ___ shares of the Fund. 7. Amendments. This Plan may not be amended to increase materially the maximum expenditures permitted by Sections 1 and 2 hereof unless such amendment is approved by a vote of a majority of the outstanding voting securities (as defined in the Act) of Class ___ shares -2- of the Fund, and no material amendment to this Plan shall be made unless approved in the manner provided for the annual renewal of this Plan in Section 6(a) hereof. 8. Selection and Nomination of Directors. While this Plan is in effect, the selection and nomination of those Directors of the Corporation who are not interested persons of the Corporation shall be committed to the discretion of such disinterested Directors. 9. Recordkeeping. The Corporation shall preserve copies of this Plan and any related agreement and all reports made pursuant to Section 5 hereof for a period of not less than six years from the date of this Plan, any such related agreement or such reports, as the case may be, the first two years in an easily accessible place. 10. Definition of Certain Terms. For purposes of this Plan, the terms "assignment," "interested person," "majority of the outstanding voting securities," and "principal underwriter" shall have their respective meanings defined in the Act and the rules and regulations thereunder, subject, however, to such exemptions as may be granted to either the Corporation or the principal underwriter of the Shares by the Securities and Exchange Commission, or its staff under the Act. 11. Separate Series. Pursuant to the provisions of the Articles of Incorporation the Fund is a separate series of the Corporation, and all debts, liabilities and expenses of Class ___ shares of the Fund shall be enforceable only against the assets of Class ___ shares of the Fund and not against the assets of any other series or class of shares or of the Corporation as a whole. IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed as of the day and year first written above. By: Name: Title: -3- -----END PRIVACY-ENHANCED MESSAGE-----