SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN 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 [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Revised Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
Seasons Select II Variable Annuity
- --------------------------------------------------------------------------------
(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)(4) 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:
________________________________________________________________________________
February 14, 2001
Dear Contract Owner:
Seasons Select II Variable Annuity has called a special meeting of
Contract owners to approve a new subadvisory agreement with AIG Global
Investment Corp. ("AIGGIC") following the termination of Deutsche Asset
Management, Inc. ("DAMI"). The Investment Company Act of 1940 requires Contract
owner approval of the subadvisory agreement with AIGGIC. As a result, a new
subadvisory agreement is being submitted for approval at the meeting.
THE TRUSTEES OF YOUR FUNDS BELIEVE THAT THE PROPOSAL SET FORTH IN THIS
NOTICE OF SPECIAL MEETING IS IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED
MATERIALS CAREFULLY AND THEN PROVIDE VOTING INSTRUCTIONS IN FAVOR OF ALL
PROPOSALS.
YOUR VOTE IS IMPORTANT
We appreciate your cooperation and continued support.
Sincerely,
Jane Aldrich, CFA
VICE PRESIDENT
SUNAMERICA RETIREMENT MARKETS, INC.
February 14, 2002
SEASONS SELECT II VARIABLE ANNUITY
PROXY QUESTION AND ANSWERS
Q. Why am I receiving this proxy?
A. This proxy has been mailed to you so that you may vote on a proposal
concerning your investment in Seasons Select II Variable Annuity
("Seasons"). Although you are not directly a shareholder of any
Portfolio in Seasons, as an owner of a variable annuity contract issued
by Variable Annuity Account Five, a separate account of Anchor National
Life Insurance Company (the "Separate Account"), you have the right to
instruct the Separate Account how to vote Portfolio shares that are
attributable to your contract.
Q. What is the background for the proposal being presented?
A. For purposes of carrying on Season's business of investing in
securities, Seasons has entered into a management agreement (the
"Management Agreement") with SunAmerica Asset Management Corp.
("SAAMCo"). SAAMCo, in turn, has proposed to enter into a New
Subadvisory Agreement with AIG Global Investment Corp. ("AIGGIC") to
replace Deutsche Asset Management, Inc. ("DAMI") as a subadviser to the
Large-Cap Value Portfolio, Large-Cap Growth Portfolio, Large-Cap
Composite Portfolio, Mid-Cap Growth Portfolio, Mid-Cap Value Portfolio,
Small-Cap Portfolio, International Equity Portfolio and Diversified
Fixed Income Portfolio (the "Portfolios"). Under the New Subadvisory
Agreement, SAAMCo will delegate to AIGGIC the responsibility to manage
the Index Component for each Portfolio, subject to SAAMCo's
supervision.
The termination of DAMI, took place on December 10, 2001. During the
period between the termination of DAMI and the Special Meeting (the
"Interim Period"), to ensure the uninterrupted receipt by the
Portfolios of subadvisory services, at a meeting held on November 27,
2001, the Trustees (including the Disinterested Trustees) unanimously
approved an interim subadvisory agreement between SAAMCo and AIGGIC
(the "Interim Subadvisory Agreement), which became effective as of the
termination of DAMI. The terms of the Interim Subadvisory Agreement are
substantially similar in all material respects to the previously
existing subadvisory agreement with DAMI (the "Previous Subadvisory
Agreement") and the New Subadvisory Agreement, except for the identity
of the subadviser (AIGGIC), the effective date, the termination date
and certain provisions required to be included in the interim
subadvisory agreement by Rule 15a-4 under the 1940 Act. The Interim
Subadvisory Agreement became effective without prior Contract owner
approval pursuant to Rule 15a-4, which, under certain circumstances,
allows such agreements to take effect, and to remain in effect for up
to 150 days, without receiving prior Contract owner approval, so long
as the fees payable under such agreement do not exceed the fees payable
under the predecessor agreement. The Interim Subadvisory Agreement
requires all subadvisory fees earned to be escrowed pending Contract
owner approval of the New Subadvisory Agreement. If the New Subadvisory
Agreement is approved, it will take effect immediately.
Q. What is being proposed?
A. There is one proposal, as shown in the overview below.
1
- --------------------------------------------------------------------------------
QUICK OVERVIEW OF PROPOSAL
PROPOSAL
To approve the new investment subadvisory agreement between SAAMCo and AIGGIC as
subadviser.
AFFECTED FUNDS: Large-Cap Value Portfolio, Large-Cap Growth Portfolio, Large-Cap
Composite Portfolio, Mid-Cap Growth Portfolio, Mid-Cap Value Portfolio,
Small-Cap Portfolio, International Equity Portfolio and Diversified Fixed Income
Portfolio
REASON FOR PROPOSAL
The old subadvisory agreement with DAMI has been terminated. The Board of
Trustees of Seasons has determined that it would be in the best interests of
each Portfolio and its Contract owners to have AIGGIC assume responsibility for
the Index Component of your Portfolio formerly managed by DAMI.
- --------------------------------------------------------------------------------
Q. Why am I being asked to vote on the proposed subadvisory agreement?
A. Contract owner approval of the subadvisory agreement with AIGGIC is
required by the Investment Company Act of 1940.
Q. Will the fees paid for subadvisory services change?
A. No. The fees payable to AIGGIC under the new subadvisory agreement are
at the same annual rate as the fees payable to DAMI under its
subadvisory agreement with SAAMCo.
Q. How do the Trustees recommend that I vote?
A. After careful consideration, the Trustees recommend that you vote FOR
the proposal.
Q. How do I cast my vote?
A. You may cast your vote by mail, via the Internet or by telephone. To
vote by mail, complete and sign the enclosed proxy card, and mail it in
the enclosed, postage-paid envelope. To vote by any other method,
please follow the enclosed instructions.
YOUR VOTE IS IMPORTANT AND WILL HELP AVOID THE ADDITIONAL EXPENSE OF
ANOTHER SOLICITATION.
THANK YOU FOR PROMPTLY SUBMITTING YOUR VOTE.
2
SEASONS SELECT II VARIABLE ANNUITY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 1, 2002
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of
Contract owners of the Seasons Select II Variable Annuity ("Seasons") will be
held on April 1, 2002 at 10:00 a.m., Eastern time, at the offices of SunAmerica
Asset Management Corp., The SunAmerica Center, 733 Third Avenue, New York, NY
10017, for the purpose of considering the following proposals set forth below:
1. Large-Cap Value Portfolio, Large-Cap Growth Portfolio, Large-Cap
Composite Portfolio, Mid-Cap Growth Portfolio, Mid-Cap Value
Portfolio, Small-Cap Portfolio, International Equity Portfolio and
Diversified Fixed Income Portfolio: To approve the investment
subadvisory agreement between SunAmerica Asset Management Corp.
("SAAMCo") and AIG Global Investment Corp. ("AIGGIC") as
subadviser.
2. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Only Contract owners of record at the close of business on January 31,
2002, are entitled to vote at this meeting and any adjournment thereof. YOU ARE
URGED TO EXERCISE YOUR RIGHT TO GIVE VOTING INSTRUCTIONS FOR THE MEETING. YOU
MAY VOTE THROUGH THE INTERNET, BY TOUCH-TONE TELEPHONE, BY MAIL, OR IN PERSON.
PLEASE GIVE YOUR VOTING INSTRUCTIONS PROMPTLY.
By order of the Board of Trustees,
Mallary Reznik, Esq.
Secretary
February 14, 2002
EACH CONTRACT OWNER IS URGED TO EXERCISE THE RIGHT TO GIVE VOTING INSTRUCTIONS
FOR THE SPECIAL MEETING OF CONTRACT OWNERS BY FILLING IN, DATING AND SIGNING THE
ENCLOSED VOTING INSTRUCTIONS CARD(S) AND RETURNING IT IN THE RETURN ENVELOPE
PROVIDED. CONTRACT OWNERS ALSO HAVE THE OPTION TO PROVIDE VOTING INSTRUCTIONS BY
TELEPHONE OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE INSERT
ACCOMPANYING THE VOTING INSTRUCTIONS CARD(S). TELEPHONE VOTING IS AVAILABLE ONLY
TO CONTRACT OWNERS WHO WISH TO VOTE ALL PORTFOLIOS TOGETHER. CONTRACT OWNERS
THAT WISH TO PROVIDE SEPARATE VOTING INSTRUCTIONS FOR EACH PORTFOLIO MAY ONLY DO
SO BY MAIL OR INTERNET VOTING.
3
SEASONS SELECT II VARIABLE ANNUITY
P.O. Box 54299
Los Angeles, CA 90054
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
APRIL 1, 2002, 10:00 A.M.
In accordance with applicable law, this Proxy Statement is being
mailed, on or about February 14, 2002, on behalf of the Board of Trustees (the
"Trustees" or the "Board") of Seasons Series Trust, to the Contract owners of
the separate investment series (each, a "Portfolio," and collectively, the
"Portfolios") for their use in obtaining voting instructions from Contract
owners on the proposal being considered at a special meeting (the "Meeting") of
Contracts of the Portfolios scheduled to be held at the offices of SunAmerica
Asset Management Corp. ("SAAMCo"), The SunAmerica Center, 733 Third Avenue, New
York, New York 10017, on April 1, 2002 at 10:00 a.m., Eastern time.
Seasons Series Trust (the "Trust") is an open-end management investment
company organized as a Massachusetts business trust on October 10, 1995. The
Trust is authorized to issue shares of common stock. Issued shares are fully
paid and non-assessable and have no preemptive or conversion rights. Shareholder
voting rights are not cumulative. The Trust has 19 separate series, referred to
as "Portfolios."
Although you are not directly a shareholder of any Portfolio in Seasons
Select II Variable Annuity ("Seasons"), as an owner of a variable annuity
contract issued by Variable Annuity Account Five, a separate account of Anchor
National Life Insurance Company (the "Separate Account"), you have the right to
instruct the Separate Account how to vote Portfolio shares that are attributable
to your contract. The Separate Account will vote Portfolio shares in accordance
with instructions received from Contract owners. Interests in Contracts for
which no timely instructions are received will be voted in the affirmative, the
negative, or in abstention, in the same proportion as those shares for which
instructions have been received from the other Contract owners.
For each Portfolio, SunAmerica Asset Management Corp. serves as
investment adviser ("SAAMCo" or the "Adviser"). The Adviser is located at The
SunAmerica Center, 733 Third Avenue, New York, NY 10017.
The Trustees have fixed the close of business on January 31, 2002 as
the record date (the "Record Date") for determining the number of shares
outstanding and the Contract owners entitled to be present at the Meeting and
give voting instructions to the Anchor National Life Insurance Company with
respect to their respective "portion" of shares as of the Record Date. The cost
of solicitation will be borne by the Portfolios.
4
The proposal described in this Proxy Statement and the Portfolios
affected are shown in the table below.
- --------------------------------------------------------------------------------
PROPOSAL AFFECTED FUNDS
- --------------------------------------------------------------------------------
1. To approve the Investment Subadvisory Large-Cap Value Portfolio,
Agreement between SAAMCo and AIG Large-Cap Growth Portfolio,
Global Investment Corp. as subadviser. Large-Cap Composite Portfolio,
Mid-Cap Growth Portfolio,
Mid-Cap Value Portfolio,
Small-Cap Portfolio,
International Equity Portfolio
and Diversified Fixed Income
Portfolio
The Portfolios expect that the solicitation of proxies from Contract
owners will be made by mail, and solicitation also may be made by telephone
communications from officers or employees of SAAMCo or its affiliates, who will
not receive any compensation for their solicitation services from the
Portfolios. In addition, a professional proxy solicitation firm, Alamo Direct
Mail Services, Inc. ("Alamo Direct') may also assist in the solicitation of
voting instructions. In connection with the solicitation of voting instructions,
the Anchor National Life Insurance Company will furnish a copy of this Proxy
Statement to all Contract owners.
Contract owners may also provide their voting instructions through
telephone touch-tone voting, or by Internet voting. These operations require
Contract owners to input a fourteen-digit control number, which is located on
each voting instruction card. Subsequent to inputting these numbers, Contract
owners will be prompted to provide their voting instructions on the proposal.
Contract owners will have an opportunity to review their voting instructions and
make any necessary changes before submitting their voting instructions and
terminate their telephone call or Internet link. Telephone voting is only
available to Contract owners who wish to vote all Portfolios together. Contract
owners who wish to provide separate voting instructions for each Portfolio may
do so only if they vote by mail or through the Internet.
As the Meeting date approaches, certain Contract owners may receive a
telephone call from a representative of Alamo Direct if their voting
instructions have not yet been received. Alamo Direct may obtain voting
instructions and the authority to execute those voting instructions through
telephonically transmitted instructions from Contract owners. Voting
instructions that are obtained telephonically will be recorded in accordance
with procedures set forth below. The Trustees believe that these procedures are
reasonably designed to ensure that the identity of the Contract owner providing
the voting instruction is accurately determined and that the voting instructions
of the Contract owner are accurately determined. The cost of this assistance, if
necessary, is expected to be approximately $100,000.
In all cases where telephonic voting instructions are solicited, the
Alamo Direct representative is required to ask for each Contract owner's full
name, address, social security or taxpayer identification number, title (if the
Contract owner is authorized to act on behalf of an entity, such as a
corporation), and the portion of shares beneficially owned and to confirm that
the Contract owner has received a Proxy Statement and voting instructions card
in the mail. If the information solicited agrees with the information provided
to Alamo Direct, then Alamo Direct representative has the responsibility to
explain the process, read the proposal listed on the voting
5
instructions card, and ask for the Contract owner's instruction on the proposal.
The Alamo Direct representative, although permitted to answer questions about
the process, is not permitted to recommend to the Contract owner how to vote,
other than to read any recommendation set forth in the Proxy Statement. The
Alamo Direct representative will record the Contract owner's instructions on the
card. Within 72 hours, Alamo Direct will send the Contract owner a letter or
mailgram to confirm his or her voting instructions.
If the Contract owner wishes to participate in the Meeting, but does
not wish to give his or her proxy by any of the methods outline above, the
Contract owner may still submit the voting instructions card originally sent
with the Proxy Statement or attend in person. Voting instructions executed by
Contract owners may be revoked by (i) a written instrument received by the
Secretary of the Funds at any time before they are exercised; (ii) delivery of a
later-dated instruction or (iii) by attendance at the Meeting and voting in
person.
All information in the Proxy Statement about AIGGIC has been provided
by AIGGIC. All information in the Proxy Statement about SAAMCo has been provided
by SAAMCo.
The Trustees do not know of any other business to be brought before the
Meeting. If any other matters properly come before the Meeting, the proxies
named by the Contract owners will vote on such matters in their discretion.
6
PROPOSAL
- --------------------------------------------------------------------------------
PROPOSAL 1
LARGE-CAP VALUE PORTFOLIO, LARGE-CAP GROWTH PORTFOLIO, LARGE-CAP COMPOSITE
PORTFOLIO, MID-CAP GROWTH PORTFOLIO, MID-CAP VALUE PORTFOLIO, SMALL-CAP
PORTFOLIO, INTERNATIONAL EQUITY PORTFOLIO AND DIVERSIFIED FIXED INCOME
PORTFOLIO: TO APPROVE THE INVESTMENT SUBADVISORY AGREEMENT BETWEEN SAAMCO AND
AIGGIC AS SUBADVISER.
- --------------------------------------------------------------------------------
SunAmerica Asset Management Corp. ("SAAMCo") is the investment adviser
and manager of Seasons Series Trust with respect to the Large-Cap Value
Portfolio, Large-Cap Growth Portfolio, Large-Cap Composite Portfolio, Mid-Cap
Growth Portfolio, Mid-Cap Value Portfolio, Small-Cap Portfolio, International
Equity Portfolio and Diversified Fixed Income Portfolio (the "Portfolios")
pursuant to an Investment Advisory and Management Agreement between SAAMCo and
Seasons Series Trust (the "Advisory Agreement"). As investment adviser to
Seasons Select II Variable Annuity ("Seasons"), SAAMCo has overall
responsibility for the general management and day-to-day operations of the
Portfolios, but may employ one or more investment subadvisers to make the
investment decisions for all or a portion of a Portfolio. SAAMCo previously
contracted with Deutsche Asset Management, Inc. ("DAMI") to manage the Index
Component of each of the Portfolios (the "Previous Subadvisory Agreement"). The
Board of Trustees (the "Board"), including the Independent Trustees, approved
the continuance of the Previous Subadvisory Agreement on May 1, 2001. DAMI was
terminated on December 10, 2001 as a subadviser to the Portfolios at its request
because of the size of the account. AIGGIC, an affiliate of SAMMCo, was retained
as DAMI's replacement as of such date under the interim subadvisory agreement.
The Board, including the Independent Trustees, has unanimously approved the new
subadvisory agreement between SAAMCo and AIGGIC, which will take effect upon its
approval by Contract owners.
AFFILIATION WITH SAAMCO
Because AIGGIC is an affiliate of SAAMCo, the Portfolios and SAMMCo may
not rely on their "manager-of-managers" order, which otherwise permits
replacement of subadvisers without Contract owner vote. Therefore, SAAMCo relied
on Rule 15a-4 under the Investment Company Act of 1940, in connection with the
replacement of DAMI with AIGGIC on an interim basis.
DESCRIPTION OF THE NEW AIGGIC SUBADVISORY AGREEMENT
Pursuant to the terms of the interim subadvisory agreement between
SAAMCo and AIGGIC (the "Interim Subadvisory Agreement"), AIGGIC is responsible
for the management of the Index Component of the Portfolios. The fees payable to
AIGGIC under the Interim Subadvisory Agreement are at the same annual rate as
the fees payable to DAMI under the Previous Subadvisory Agreement with SAAMCo.
There is one difference in the fee arrangements, however. Under the Previous
Subadvisory Agreement, DAMI was guaranteed a minimum fee whereas the new
investment subadvisory agreement between SAAMCo and AIGGIC (the "New Subadvisory
Agreement") has no comparable provision. In all other respects, the terms of the
New Subadvisory Agreement are the same as the Interim Subadvisory Agreement,
except with respect to the effective date and the term.
Under the New Subadvisory Agreement, AIGGIC will provide an investment
program for each Portfolio listed above in Proposal 1, and will be responsible
for the investment and
7
reinvestment of a portion of each of the Portfolio's assets. AIGGIC has broad
latitude in selecting securities for the Portfolios, subject to SAAMCo's
oversight. AIGGIC may place trades through brokers of its choosing and will take
into consideration the quality of the broker's services and execution, as well
as services such as research and providing equipment or paying any Portfolio
expenses, in setting the amount of commissions paid to a broker. AIGGIC shall
not be subject to liability to Seasons, the Portfolios, or to any shareholder of
the Portfolios for any act or omission in rendering services under the New
Subadvisory Agreement, or for any losses sustained in the purchase, holding, or
sale of any portfolio security, as long as there has been no willful
misfeasance, bad faith, gross negligence, or reckless disregard of AIGGIC's
obligations or duties. The New Subadvisory Agreement provides for automatic
termination unless at least annually, its continuance is approved by (i) the
Board or the affirmative vote of the holders of a majority of the outstanding
shares of the Portfolio, and (ii) the Independent Trustees. The New Subadvisory
Agreement terminates automatically upon its assignment or the termination of the
New Subadvisory Agreement and is terminable at any time, without penalty, by the
Board, SAAMCo, or the holders of a majority of the outstanding shares of the
Portfolio, upon 30 to 60 days written notice.
As compensation for services provided by AIGGIC under the New
Subadvisory Agreement, SAAMCo will pay AIGGIC the amounts shown in the chart
below.
- --------------------------------------------------------------------------------
PORTFOLIO NAME ANNUAL SUBADVISORY FEE
PAID (AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS)
- --------------------------------------------------------------------------------
Large-Cap Value 0.10% - first $500 million
0.03% - over $500 million
Large-Cap Growth 0.10% - first $500 million
0.03% - over $500 million
Large-Cap Composite 0.05% - first $500 million
0.03% - over $500 million
Mid-Cap Growth 0.10% - first $500 million
0.03% - over $500 million
Mid-Cap Value 0.10% - first $500 million
0.03% - over $500 million
Small-Cap 0.07% - first $500 million
0.03% - over $500 million
International Equity 0.15% - first $500 million
0.05% - over $500 million
Diversified Fixed Income-Index 0.12% - first $500 million
Component 0.08% - over $500 million
8
For the fiscal year ended March 31, 2001, Seasons paid SAAMCo
$7,326,262.00 in investment advisory fees.
The Board, including all of the Independent Trustees, also considered
the terms of the New Subadvisory Agreement, and determined that the terms of the
New Subadvisory Agreement are fair and reasonable and that the approval of the
New Subadvisory Agreement is necessary and in the best interests of Seasons, on
behalf of the Portfolios and its Contract owners, to ensure the continued
receipt of the same quality of services as is currently provided.
BOARD CONSIDERATIONS
At a meeting of the Board held on November 27, 2001, the Board,
including all of the Independent Trustees, unanimously approved the Interim
Subadvisory Agreement. The Interim Subadvisory Agreement was approved by the
Board pursuant to Rule 15a-4 under the 1940 Act, to ensure the uninterrupted
receipt by the Portfolios of investment advisory services during the period
between the termination of DAMI, which occurred on December 10, 2001, and the
Meeting. This Rule, under certain circumstances, allows interim subadvisory
agreements to take effect, and to remain in effect for up to 150 days, without
receiving prior shareholder approval, as long as the fees payable under such
agreement do not exceed the fees payable under the predecessor agreement that
had been approved by the shareholders and certain other contractual provisions
are included in the interim subadvisory agreement. The Interim Subadvisory
Agreement requires all fees earned to be escrowed pending Contract owner
approval of the New Subadvisory Agreement. If the New Subadvisory Agreement is
not approved, AIGGIC will be entitled to receive from escrow the lesser of any
costs incurred in performing their duties in the Interim Subadvisory Agreement
(plus interest earned on the amount while in escrow), or the total amount in the
escrow account (plus interest earned). The Interim Subadvisory Agreement will
terminate on the earlier of the effective date of the New Subadvisory Agreement
or 150 days after the termination of DAMI.
The Board reviewed information regarding AIGGIC's investment processes
and the subadvisory fees for the Portfolios in connection with the Interim
Subadvisory Agreement and the New Subadvisory Agreement. In connection with its
approval of the New Subadvisory Agreement, the Board considered the following,
among other factors: the nature and quality of the services provided or
reasonably anticipated to be provided and the results achieved or reasonably
anticipated to be achieved by AIGGIC; the use of soft dollars and directed
brokerage; and the amount and structure of the fees payable under the Interim
and New Subadvisory Agreements. In addition, representatives of AIGGIC presented
the Board with a description of the components it manages and how it would
manage the Index Component of the Portfolios. The Board, including all
Independent Trustees, unanimously approved the Interim Subadvisory Agreement,
and unanimously approved, and recommended Contract owner approval of, the New
Subadvisory Agreement. The New Subadvisory Agreement, if approved by
Contract owners, would take effect immediately upon such approval.
INFORMATION ABOUT AIGGIC
AIGGIC was organized as a New Jersey corporation in 1983 and is located
at 175 Water Street, New York, New York 10038. AIGGIC is a wholly owned
subsidiary of AIG Global Investment Group, Inc. ("AIGGIG"), located at 175 Water
Street, New York, New York 10038, which in turn is a wholly owned subsidiary of
American International Group Inc. ("AIG"), located at 70 Pine Street, New York,
New York 10270. AIGGIC manages third-party institutional, retail and private
equity fund assets on a global basis. As of September 30, 2001, AIGGIG and its
9
affiliated asset managers had approximately $303.2 billion in assets under
management. AIGGIC also serves as adviser, manager and/or administrator for
several private clients and other AIG subsidiaries.
The following chart lists the principal executive officers and
directors of AIGGIC and their principal occupations, if different from their
positions with AIGGIC. The business address of each person is 175 Water Street,
New York, New York 10038, except for Messrs. Matthews and Patrikis, whose
business address is 70 Pine Street, New York, New York 10270.
NAME POSITION WITH AIGGIC
Win Neuger Director, Chairman and Chief Executive Officer
Edward E. Matthews Director and Senior Managing Director
Ernest T. Patrikis Director
Hans Danielsson Senior Managing Director
Larry Mellinger Senior Managing Director
Jerome Muldowney Senior Managing Director
Richard W. Scott Senior Managing Director
Steven Guterman Senior Managing Director
AIGGIC acts as subadviser for other mutual funds with investment
objectives similar to the Portfolios investment objectives. The name of each
such fund, together with information concerning the mutual fund's assets, and
the annual fees paid (as a percentage of average net assets) to AIGGIC for its
services, are set forth below.
- -------------------------------------------------------------------------------------------------------
FUND NAME ASSETS AS OF 12/31/01 FEES PAID REIMBURSEMENT
- -------------------------------------------------------------------------------------------------------
SunAmerica Strategic $34,248,298 0.27% 0.61% (Class A)
Investment Series Stock 0.56% (Class B)
Index Fund 1.08% (Class II)
VALIC Company I Stock $4,347,703,108 0.02%-first $2 billion -
Index Fund 0.01%-over $2 billion
VALIC Company I Mid- $1,052,607,269 0.03%-first $150 million -
Cap Index Fund 0.02%-over $150 million
VALIC Company I $242,816,046 0.03%-first $150 million -
Small-Cap Index 0.02%-over $150 million
Fund
VALIC Company I $101,361,695 0.10% -
International Equities
Fund
REQUIRED VOTE
Approval of the New Subadvisory Agreement requires an affirmative vote
of a "majority of the outstanding voting securities" of the shares of the
Portfolios which, as defined in the 1940 Act,
10
means the affirmative vote of the lesser of (i) more than 50% of the outstanding
shares of the Portfolio or (ii) 67% or more of the shares of the Portfolio
present at the Meeting if more than 50% of the outstanding shares of the
Portfolio are represented at the Meeting in person or by proxy.
THE BOARD UNANIMOUSLY RECOMMENDS THAT CONTRACT OWNERS OF THE PORTFOLIOS VOTE FOR
APPROVAL OF THE NEW SUBADVISORY AGREEMENT.
- --------------------------------------------------------------------------------
OTHER BUSINESS
================================================================================
The Board does not intend to present any other business at the meeting.
If, however, any other matters are properly brought before the meeting, the
Secretary of Seasons, Mallary Reznik, Esq., and the Vice President and Assistant
Secretary, Robert M. Zakem, will vote on the matters in accordance with their
judgment.
- --------------------------------------------------------------------------------
ANNUAL REPORTS
================================================================================
The audited Annual Report to Contact owners of Seasons is incorporated by
reference into this proxy statement. COPIES OF THE MOST RECENT ANNUAL REPORT MAY
BE OBTAINED WITHOUT CHARGE IF YOU:
o WRITE TO:
Seasons Series Trust
P.O. Box 54299
Los Angeles, California 90054-0299
o CALL (800) 445-7862
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
================================================================================
Seasons is not required to hold annual shareholder meetings.
Shareholders who would like to submit Proposals for consideration at future
shareholder meetings should send written Proposals to Mallary Reznik, Esq.,
Secretary of Seansons, 1 SunAmerica Center, Los Angeles, California 90067.
- --------------------------------------------------------------------------------
VOTING INFORMATION
================================================================================
Proxies are solicited by mail. The expenses of preparation, printing
and mailing of the enclosed form of proxy, the accompanying Notice and this
Proxy Statement will be borne by the Portfolios. The cost will be approximately
$100,000. BY VOTING AS SOON AS POSSIBLE, YOU WILL HELP REDUCE THE PORTFOLIOS'
EXPENSE OF FOLLOW-UP MAILING AND CALLS.
Seasons Contract owners of record at the close of business on Thursday,
January 31, 2002 ("Record Date"), are entitled to notice of and to give voting
instructions at the Meeting or any adjournment thereof. Contract owners are
entitled to one vote for each share held on that date, as described on the first
page of this Proxy Statement. When a matter comes up for vote, Variable
11
Annuity Account Five, a separate account of Anchor National Life Insurance
Company, will vote all shares in the same proportion as the unit votes actually
received.
As of January 15, 2002, Anchor National Life Insurance Company, through
the insurance company separate account, owned over five percent of the
outstanding shares of the following Funds:
Large-Cap Value 99.83%
Large-Cap Growth 99.75%
Large-Cap Composite 99.86%
Mid-Cap Growth 99.59%
Mid-Cap Value 99.65%
Small-Cap 99.54%
International Equity 99.56%
Diversified Fixed Income 99.91%
To Season's knowledge, no person owns a Contract or interests therein
entitling them to give voting instructions regarding as much as 5% of the
outstanding shares of any Portfolio. The trustees and officers of Seasons and
members of their families as a group, beneficially owned less than 1% of the
common stock of each Portfolio outstanding as of January 15, 2002.
Please vote at your earliest convenience.
A proxy may be revoked at any time before the Meeting or during the
Meeting by oral or written notice to Robert M. Zakem, Esq., 733 Third Avenue,
3rd Floor, New York, New York 10017. Unless revoked, all valid proxies will be
voted in accordance with the specifications thereon or, in the absence of
specification, for approval of the Proposal.
As of January 31, 2002 as shown on the books of the Portfolios, shares
were issued and outstanding in the chart below:
- --------------------------------------------------------------------------------
PORTFOLIO NAME SHARES OUTSTANDING
- --------------------------------------------------------------------------------
Large-Cap Value 5,153,944.9632
Large-Cap Growth 6,735,531.3534
Large-Cap Composite 2,168,388.2255
Mid-Cap Growth 3,812,032.2960
Mid-Cap Value 3,519,914.9452
Small-Cap 3,579,588.3018
International Equity 3,230,329.7955
Diversified Fixed Income 4,871,221.2876
- --------------------------------------------------------------------------------
LEGAL PROCEEDINGS
================================================================================
There are no material legal proceedings to which any of the Portfolios
is a party.
- --------------------------------------------------------------------------------
ADJOURNMENT
================================================================================
In the event that sufficient votes in favor of the Proposal set forth
in the Notice of Meeting and Proxy Statement are not received by the time
scheduled for the meeting, Mallary Reznik, Esq. and Robert M. Zakem, Esq. may
move one or more adjournments of the meeting to permit further solicitation of
proxies with respect to the Proposal. Any such adjournment will require the
affirmative vote of a majority of the shares present at the meeting. Ms. Reznik
and Mr. Zakem will vote in favor of such adjournment those shares that they are
entitled to vote which have voted in favor of such Proposal. They will vote
against any such adjournment on behalf of those proxies that have voted against
any such Proposal.
12
EXHIBIT LIST
Exhibit A -- Form of New Subadvisory Agreement between SAAMCo and AIGGIC
14
EXHIBIT A
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of APRIL 1, 2002 by and
between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the
"Adviser"), and AIG GLOBAL INVESTMENT CORP., a New Jersey corporation (the
"Subadviser").
WITNESSETH:
WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business
trust (the "Trust"), have entered into an Investment Advisory and Management
Agreement dated as of January 1, 1999, as amended from time to time (the
"Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Trust; and
pursuant to it which the Adviser may delegate one or more of its duties to a
subadviser pursuant to a written subadvisory agreement; and
WHEREAS, the 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 beneficial interest, par value $.01 per share, in separately
designated portfolios representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish
investment advisory services to the investment portfolio or portfolios of the
Trust listed on Schedule A attached hereto (the "Portfolio(s)"), and the
Subadviser is willing to furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as
follows:
1. DUTIES OF THE SUBADVISER. (a) The Adviser hereby engages the
services of the Subadviser in furtherance of its Investment Advisory and
Management Agreement with the Trust. Pursuant to this Subadvisory Agreement and
subject to the oversight and review of the Adviser, the Subadviser will manage
the investment and reinvestment of a portion of the assets of each Portfolio
listed on Schedule A attached hereto. The Subadviser will determine, in its
discretion and subject to the oversight and review of the Adviser, the
securities and other investments to be purchased or sold, will provide the
Adviser with records concerning its activities which the Adviser or the Trust is
required to maintain, and will render regular reports to the Adviser and to
officers and Trustees of the Trust concerning its discharge of the foregoing
responsibilities. The Subadviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Trustees of the Trust and in
compliance with such policies as the Trustees of the Trust may from time to time
establish and communicate to the Subadviser, and in
compliance with (a) the objectives, policies, and limitations for the
Portfolio(s) set forth in the Trust's current prospectus and statement of
additional information as provided to the Subadviser, and (b) applicable laws
and regulations.
The Subadviser represents and warrant s to the Adviser that
the portion of assets allocated to it of each of the Portfolios set forth in
Schedule A will at all times be operated and managed (1) in compliance with all
applicable federal and state laws governing its operations and investments; (2)
so as not to jeopardize either the treatment of the Seasons variable annuity
contracts issued by Variable Annuity Account Five (File No. 33-08859;
hereinafter "Contracts") as annuity contracts for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), or the eligibility of the
Contracts to qualify for sale to the public in any state where they may
otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the
Trust or such Portfolio. Without limiting the foregoing and subject to Section
9(c) hereof, the Subadviser represents and warrants (1) qualification, election
and maintenance of such election by each Portfolio to be treated as a "regulated
investment company" under Subchapter M, chapter 1 of the Code, and (2)
compliance with (a) the provisions of the Act and rules adopted thereunder that
relate to the investment of Portfolio assets, including depositing those assets
in custody with institutions designated by the Trust; (b) the diversification
requirements specified in the Internal Revenue Service's regulations under
Section 817(h) of the Code; (c) applicable state insurance laws; (d) applicable
federal and state securities, commodities and banking laws; and (e) the
distribution requirements necessary to avoid payment of any excise tax pursuant
to Section 4982 of the Code. The Subadviser further represents and warrants that
to the extent that any statements or omissions made in any Registration
Statement for the Contracts or shares of the Trust, or any amendment or
supplement thereto, are made in reliance upon and in conformity with information
furnished by the Subadviser expressly for use therein, such Registration
Statement and any amendments or supplements thereto will, when they become
effective, conform in all material respects to the requirements of the
Securities Act of 1933 and the rules and regulations of the Commission
thereunder (the "1933 Act") and the Act and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Subadviser accepts such employment and agrees, at its own
expense, to render the services set forth herein and to provide the office
space, furnishings, equipment and personnel required by it to perform such
services on the terms and for the compensation provided in this Agreement.
(b) The Subadviser agrees: (i) to maintain a level of errors
and omissions or professional liability insurance coverage that, at all times
during the course of this Agreement, is appropriate given the nature of its
business, and (ii) from time to time and upon reasonable request, to supply
evidence of such coverage to the Adviser.
2. PORTFOLIO TRANSACTIONS. (a) The Subadviser is responsible for
decisions, and is hereby authorized, 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
2
executing portfolio transactions, the Subadviser may employ or deal with such
broker-dealers or futures commission merchants as may, in the Subadviser's best
judgement, provide prompt and reliable execution of the transactions at
favorable prices and reasonable commission rates. In selecting such
broker-dealers or futures commission merchants, the Subadviser shall consider
all relevant factors including price (including the applicable brokerage
commission, dealer spread or futures commission merchant rate), the size of the
order, the nature of the market for the security or other investment, the timing
of the transaction, the reputation, experience and financial stability of the
broker-dealer or futures commission merchant involved, the quality of the
service, the difficulty of execution, the execution capabilities and operational
facilities of the firm involved, and, in the case of securities, the firm's risk
in positioning a block of securities. Subject to such policies as the Trustees
may determine and, consistent with Section 28(e) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), the Subadviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of the Subadviser's having caused a Portfolio to pay
a member of an exchange, broker or dealer an amount of commission for effecting
a securities transaction in excess of the amount of commission another member of
an exchange, broker or dealer would have charged for effecting that transaction,
if the Subadviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member of an exchange, broker or dealer viewed in terms of
either that particular transaction or the Subadviser's overall responsibilities
with respect to such Portfolio and to other clients as to which the Subadviser
exercises investment discretion. In accordance with Section 11(a) of the 1934
Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and
regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the
Subadviser may engage its affiliates, the Adviser and its affiliates or any
other subadviser to the 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 Subadviser will promptly communicate
to the Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may reasonably request.
To the extent consistent with applicable law, the Subadviser may aggregate
purchase or sell orders for the Portfolio with contemporaneous purchase or sell
orders of other clients of the Subadviser or its affiliated persons. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Subadviser in the
manner the Subadviser determines to be equitable and consistent with its and its
affiliates' fiduciary obligations to the Portfolio and to such other clients.
The Adviser hereby acknowledges that such aggregation of orders may not result
in more favorable pricing or lower brokerage commissions in all instances.
(b) Notwithstanding Section 2(a) above, for such purposes as obtaining
investment research products and services, covering fees and expenses, and
rewarding sales or distribution, the Adviser may direct the Subadviser to effect
a specific percentage of a Portfolio's transactions in securities and other
investments to certain broker-dealers and futures commission merchants'. In
designating the use of a particular broker-dealer or futures commission
merchant, the Adviser and Subadviser acknowledge:
3
(1) All brokerage transactions are subject to best execution.
As such, Subadviser will use its best efforts to direct
non-risk commission transactions to a particular
broker-dealer or futures commission merchant designated
by the Adviser provided that the Subadviser seek to
obtain best execution;
(2) Such direction may result in the Portfolio paying a
higher commission, depending upon the Subadviser's
arrangements with the particular broker-dealer or futures
commission merchant, or such other factors as market
conditions, share values, capabilities of the particular
broker-dealer or futures commission merchant, etc.;
(3) If the Subadviser directs payments of an excessive amount
of commissions, the executions may not be accomplished as
rapidly. In addition, the Subadviser may forfeit the
possible advantage derived from the aggregation of
multiple orders as a single "bunched" transaction where
the Subadviser would, in some instances, be in a better
position to negotiate commissions; and
(4) The Subadviser does not make commitments to allocate
fixed or definite amounts of commissions to brokers. As
such the Subadviser may be unable to fulfill the
Adviser's request for direction due to the reasons stated
above.
3. COMPENSATION OF THE SUBADVISER. The Subadviser shall not be entitled
to receive any payment from the Trust and shall look solely and exclusively to
the Adviser for payment of all fees for the services rendered, facilities
furnished and expenses paid by it hereunder. As full compensation for the
Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a
fee at the annual rates set forth in Schedule A hereto with respect to the
portion of the assets managed by the Subadviser for each Portfolio listed
thereon. Such fee shall be accrued daily and paid monthly as soon as practicable
after the end of each month (i.e., the applicable annual fee rate divided by 365
applied to each prior days' net assets in order to calculate the daily accrual).
For purposes of calculating the Subadviser's fee, the average daily net asset
value of a Portfolio shall mean the average daily net assets for which the
Subadviser actually provides advisory services, and shall be determined by
taking an average of all determinations of such net asset value during the
month. If the Subadviser shall provide its services under this Agreement for
less than the whole of any month, the foregoing compensation shall be prorated.
The Adviser and Subadviser acknowledge that the Portfolio will be ultimately
responsible for all brokerage commissions, taxes, custodian fees and any other
transaction-related fees, but that, for the purposes of this Agreement, as
between the Adviser and Subadviser, the Adviser will be responsible for such
expenses, and the Adviser authorizes the Subadviser to incur and pay such
expenses for the Portfolio, as deemed appropriate by the Subadviser.
4. OTHER SERVICES. At the request of the Trust or the Adviser, the
Subadviser in its discretion may make available to the Trust, office facilities,
equipment, personnel and other services in order to facilitate meetings or other
similar functions. Such office facilities, equipment, personnel and services
shall be provided for or rendered by th1 1 e Subadviser and billed to the Trust
or the Adviser at the Subadviser's cost.
4
5. REPORTS. The Trust, the Adviser and the Subadviser agree to furnish
to each other, if applicable, current prospectuses, statements of additional
information, proxy statements, reports of shareholders, certified copies of
their financial statements, and such other information with regard to their
affairs and that of the Trust as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the
Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall
be free to render similar services to others so long as its services to the
Trust are not impaired thereby. The Subadviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
7. CERTAIN RECORDS. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio(s) that are required to
be maintained by the Trust pursuant to the requirements of Rule 31a-1 of that
Act. Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are
prepared or maintained by the Subadviser on behalf of the Trust are the property
of the Trust and will be surrendered promptly to the Trust or the Adviser on
request.
The Subadviser agrees that all accounts, books and other
records maintained and preserved by it as required hereby shall be subject at
any time, and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Trust's auditors,
the Trust or any representative of the Trust, the Adviser, or any governmental
agency or other instrumentality having regulatory authority over the Trust.
8. REFERENCE TO THE SUBADVISER. Neither the Trust nor the Adviser or
any affiliate or agent thereof shall make reference to or use the name or logo
of the Subadviser or any of its affiliates in any advertising or promotional
materials without the prior approval of the Subadviser, which approval shall not
be unreasonably withheld.
9. LIABILITY OF THE SUBADVISER. (a) Except from damages resulting
directly from willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder ("disabling conduct") on the part
of the Subadviser, the Subadviser shall not be subject to liability to the
Adviser, its officers, directors, partners, agents, employees, controlling
persons, shareholders or to the Trust or to any shareholder of the Trust or to
any third party for any act or omission in the course of, or connected with,
rendering services hereunder, including without limitation, any error of
judgment or mistake of law or for any loss suffered by any of them in connection
with the matters to which this Agreement relates, except to the extent specified
in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services. Except for such
disabling conduct, the Adviser shall indemnify the Subadviser (and its officers,
directors, partners, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Subadviser) (collectively,
the"Indemnified Parties") from any and all losses, claims, damages, liabilities
or litigation (including reasonable legal and other expenses) arising from the
Subadviser's conduct under this Agreement.
5
(b) The Subadviser agrees to indemnify and hold harmless the
Adviser, its officers, directors, partners, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with the
Adviser, if any, who controls the Adviser within the meaning of Section 15 of
the 1933 Act against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which the
Adviser, its officers, directors, partners, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with the Adviser
may become subject under the 1933 Act, under other statutes, at common law or
otherwise, which may be directly caused by the Subadviser's disabling conduct;
provided, however, that in no case is the Subadviser's indemnity in favor of any
person deemed to protect such other persons against any liability to which such
person would otherwise be subject by reasons of willful misfeasance, bad faith,
or gross negligence in the performance of his, her or its duties or by reason of
his, her or its reckless disregard of obligation and duties under this
Agreement.
(c) The Subadviser shall not be liable to the Adviser, its
officers, directors, agents, employees, controlling persons, shareholders or to
the Trust or to any shareholder of the Trust or to any third party for (i) any
acts of the Adviser or any other subadviser to the Portfolio with respect to the
portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of
the Subadviser which result from or are based upon acts of the Adviser,
including, but not limited to: (A), a failure of the Adviser to provide accurate
and current information with respect to any records maintained by Adviser or any
other subadviser to a Portfolio, which records are not also maintained by or
otherwise available to the Subadviser upon reasonable request; and (B) acts of
the Subadviser that were made in reasonable reliance upon information provided
to it by the Adviser. The Adviser and Subadviser each agree that Subadviser
shall manage the portion of the assets of a Portfolio allocated to it as if it
was a separate operating portfolio and shall comply with subsections (a) and (b)
of Section 1 of this Subadvisory Agreement (including, but not limited to, the
investment objectives, policies and restrictions applicable to a Portfolio and
qualifications of a Portfolio as a regulated investment company under the Code)
with respect to the portion of assets of a Portfolio allocated to Subadviser.
The Adviser shall indemnify the Indemnified Parties from any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses) arising from the conduct of the Adviser, the Trust and any other
subadviser with respect to the portion of a Portfolio's assets not allocated to
the Subadviser and with respect to any other portfolio of the Trust.
10. PERMISSIBLE INTERESTS. Trustees and agents of the Trust are or may
be interested in the Subadviser (or any successor thereof) as directors,
partners, officers, or shareholders, or otherwise; directors, partners,
officers, agents, and shareholders of the Subadviser are or may be interested in
the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or
may be interested in the Trust in some manner.
11. TERM OF THE AGREEMENT. This Agreement shall continue in full force
and effect with respect to each Portfolio until two years from the date hereof,
and from year to year thereafter so long as such continuance is specifically
approved at least annually (i) by the vote of
6
a majority of those Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) by the Trustees of the Trust or
by vote of a majority of the outstanding voting securities of the Portfolio
voting separately from any other series of the Trust.
With respect to each Portfolio, this Agreement may be
terminated at any time, without payment of a penalty by the Portfolio or the
Trust, by vote of a majority of the Trustees, or by vote of a majority of the
outstanding voting securities (as defined in the Act) of the Portfolio, voting
separately from any other series of the Trust, or by the Adviser, on not less
than 30 nor more than 60 days' written notice to the Subadviser. With respect to
each Portfolio, this Agreement may be terminated by the Subadviser at any time,
without the payment of any penalty, on 90 days' written notice to the Adviser
and the Trust; provided, however, that this Agreement may not be terminated by
the Subadviser unless another subadvisory agreement has been approved by the
Trust in accordance with the Act, or after six months' written notice, whichever
is earlier. The termination of this Agreement with respect to any Portfolio or
the addition of any Portfolio to Schedule A hereto (in the manner required by
the Act) shall not affect the continued effectiveness of this Agreement with
respect to each other Portfolio subject hereto. This Agreement shall
automatically terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the
Advisory Agreement by and between the Trust and the Adviser is terminated.
12. SEVERABILITY. This Agreement constitutes the entire Agreement
between the parties hereto. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
13. AMENDMENTS. This Agreement may be amended by mutual consent in
writing, but the consent of the Trust must be obtained in conformity with the
requirements of the Act.
14. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the Act. To
the extent the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Act, the
latter shall control.
15. PERSONAL LIABILITY. The Declaration of the Trust establishing the
Trust (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and, in accordance with that Declaration, no
Trustee, shareholder, officer, employee or agent of the Trust shall be held to
any personal liability, nor shall resort be had to their private property for
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust, but the "Trust Property" only shall be liable.
16. SEPARATE SERIES. Pursuant to the provisions of the Declaration,
each Portfolio is a separate series of the Trust, and all debts, liabilities,
obligations and expenses of a particular
7
Portfolio shall be enforceable only against the assets of that Portfolio and not
against the assets of any other Portfolio or of the Trust as a whole.
17. NOTICES. All notices shall be in writing and deemed properly given
when delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
Subadviser: AIG Global Investment Corp.
175 Water Street
New York, NY 10038
Attention:
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue, Third Floor
New York, NY 10017-3204
Attention: Robert M. Zakem
Senior Vice President and
General Counsel
with a copy to: SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, CA 90067-6022
Attention: Mallary L. Reznik
Associate General Counsel
Secretary, Seasons Series Trust
8
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Agreement as of the date first above
written.
SUNAMERICA ASSET MANAGEMENT CORP.
By:
--------------------------------
Name: Peter A. Harbeck
Title: President and CEO
AIG GLOBAL INVESTMENT CORP.
By:
--------------------------------
Name:
Title:
9
SCHEDULE A
FEE RATE
(AS A PERCENTAGE OF THE AVERAGE
DAILY NET ASSETS THE SUBADVISER
PORTFOLIO(S) MANAGES IN THE PORTFOLIO)
Large-Cap Value 0.10% - first $500 million
0.03% - over $500 million
Large-Cap Growth 0.10% - first $500 million
0.03% - over $500 million
Large-Cap Composite 0.05% - first $500 million
0.03% - over $500 million
Mid-Cap Growth 0.10% - first $500 million
0.03% - over $500 million
Mid-Cap Value 0.10% - first $500 million
0.03% - over $500 million
Small-Cap 0.07% - first $500 million
0.03% - over $500 million
International Equity 0.15% - first $500 million
0.05% - over $500 million
Diversified Fixed Income-Index Component 0.12% - first $500 million
0.08% - over $500 million
10
VOTING INSTRUCTIONS CARD VOTING INSTRUCTIONS CARD
SEASONS SELECT II VARIABLE ANNUITY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 1, 2002
Notice is hereby given that a Special Meeting (the "Meeting") of shareholders of
the Seasons Select II Variable Annuity ("Seasons") will be held on April 1, 2002
at 10:00 a.m., Eastern time, at the offices of SunAmerica Asset Management
Corp., The SunAmerica Center, 733 Third Avenue, New York, NY 10017, for the
purpose of considering the proposals set forth on the reverse.
Only shareholders of record at the close of business on January 31, 2002, are
entitled to vote at this meeting and any adjournment thereof. You are urged to
exercise you right to give voting instructions for the meeting. You may vote
through the Internet, by touch-tone telephone, by mail, or in person. Please
give your voting instructions promptly.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
----------------------------------------------------
CONTROL NUMBER: 999 9999 9999 999
----------------------------------------------------
NOTE: If a contract is held jointly, each contract
owner should sign. If only one signs, his or her
signature will be binding. If the contract owner is
a corporation, the President or a Vice President
should sign in his or her own name, indicating
title. If the contract owner is a partnership, a
partner should sign in his or her own name,
indicating that he or she is a partner.
----------------------------------------------------
Signature
----------------------------------------------------
Signature (if held jointly)
----------------------------------------------------
Date SST_12251
EACH CONTRACT OWNER IS URGED TO EXERCISE THE RIGHT TO GIVE VOTING INSTRUCTIONS
FOR THE SPECIAL MEETING OF SHAREHOLDERS BY FILLING IN, DATING AND SIGNING THIS
VOTING INSTRUCTIONS CARD(S) AND RETURNING IT IN THE RETURN ENVELOPE PROVIDED.
CONTRACT OWNERS ALSO HAVE THE OPTION TO PROVIDE VOTING INSTRUCTIONS BY TELEPHONE
OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE INSERT ACCOMPANYING THE
VOTING INSTRUCTION CARD(S). TELEPHONE VOTING IS AVAILABLE ONLY TO CONTRACT
OWNERS WHO WISH TO VOTE ALL PORTFOLIOS TOGETHER. CONTRACT OWNERS THAT WISH TO
PROVIDE SEPARATE VOTING INSTRUCTIONS FOR EACH PORTFOLIO MAY ONLY DO SO BY MAIL
OR INTERNET VOTING.
PORTFOLIO PORTFOLIO
- --------- ---------
PORTFOLIO NAME DROP-IN 1 19898.2560 PORTFOLIO NAME DROP-IN 2 5125.2450
PORTFOLIO NAME DROP-IN 3 12330.2090 PORTFOLIO NAME DROP-IN 4 5098.2950
PORTFOLIO NAME DROP-IN 5 12876.2000 PORTFOLIO NAME DROP-IN 6 3498.2132
PORTFOLIO NAME DROP-IN 7 58276.2670 PORTFOLIO NAME DROP-IN 8 3455.2150
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: [_]
[_] To vote FOR all Portfolios on ALL Proposals mark this box. (No other vote is
necessary)
1. TO APPROVE THE INVESTMENT SUBADVISORY AGREEMENT BETWEEN SUNAMERICA ASSET
MANAGEMENT CORP. ("SAAMCO") AND AIG GLOBAL INVESTMENT CORP. ("AIGGIC") AS
SUBADVISER.
FOR AGAINST ABSTAIN
PORTFOLIO NAME DROP-IN 1 [_] [_] [_]
PORTFOLIO NAME DROP-IN 2 [_] [_] [_]
PORTFOLIO NAME DROP-IN 3 [_] [_] [_]
PORTFOLIO NAME DROP-IN 4 [_] [_] [_]
PORTFOLIO NAME DROP-IN 5 [_] [_] [_]
PORTFOLIO NAME DROP-IN 6 [_] [_] [_]
PORTFOLIO NAME DROP-IN 7 [_] [_] [_]
PORTFOLIO NAME DROP-IN 8 [_] [_] [_]
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENTS THEREOF.
PLEASE SIGN, DATE AND RETURN
YOUR VOTING INSTRUCTIONS CARD TODAY! SST_12251