EXHIBIT 17(o)
SUNAMERICA STYLE SELECT SERIES, INC.
International Equity Portfolio
----------------
IMPORTANT NEWS FOR SHAREHOLDERS OF
SUNAMERICA STYLE SELECT SERIES, INC. ONLY*
----------------
While we encourage you to read the full text of the enclosed Proxy Statement
and Prospectus, here is a brief overview of some matters affecting your
Portfolio that require a shareholder vote.
Q&A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. You are being asked to vote on a proposal to reorganize your Portfolio with
a newly created SunAmerica Mutual Fund--the SunAmerica International Equity
Fund (the "New SunAmerica International Equity Fund) a series of SunAmerica
Equity Funds. We refer to this proposed transaction as the "Reorganization."
The New SunAmerica International Equity Fund is intended to be a successor
to your Portfolio, and you will remain invested in a mutual fund with a
similar investment objective and investment techniques. Shareholders of
three other mutual funds are also being asked to reorganize their funds into
the new SunAmerica International Equity Fund.
In connection with their consideration of the Reorganization, your
Portfolio's Board of Directors also reviewed your Portfolio's subadvisory
arrangements that were then in effect. The Board determined that it was in
your best interests to terminate the Portfolio's subadvisory arrangements
and determined that the Portfolio would be more appropriate as a single-
adviser Portfolio, rather than a multi-managed Portfolio. Therefore, on
September 4, 2001, SunAmerica Asset Management Corp. ("SAAMCo"), the
Portfolio's investment manager, assumed direct responsibility for day-to-day
portfolio management of the Portfolio. After the Reorganization, your
Portfolio will be managed by SAAMCo and subadvised by AIG Global Investment
Corp. ("AIGGIC"), an affiliate of SAAMCo, as part of the New SunAmerica
International Equity Fund.
Q. WHAT IS THE REORGANIZATION?
A. SAAMCo presented to the Board of Directors of SunAmerica Style Select
Series, Inc. a proposal to reorganize your Portfolio with the New SunAmerica
International Equity Fund. Under this proposal, your Portfolio would be
reorganized into the New SunAmerica International Equity Fund, and you will
become a shareholder of the New SunAmerica International Equity Fund in
place of your Portfolio. The Board of Directors of SunAmerica Style Select
Series, Inc. unanimously approved the Reorganization.
The SunAmerica International Equity Portfolio shareholders must approve the
Reorganization. The attached Proxy Statement and Prospectus describes the
proposed Reorganization.
The Board of Directors of SunAmerica Style Select Series, Inc., including
all of the Independent Directors, unanimously recommends that you vote FOR
the Reorganization.
Q. HOW WILL THE REORGANIZATION AFFECT MY ACCOUNT?
A. If shareholders approve the Reorganization, your Portfolio shares will be
exchanged, on a tax-free basis, for an equal aggregate dollar value of
shares of the New SunAmerica International Equity Fund. This means that you
may end up with a different number of shares compared to what you originally
held, but the total dollar value of your shares will be the same.
--------
* Shareholders of North American Funds should direct their attention to the
"IMPORTANT NEWS FOR SHAREHOLDERS OF NORTH AMERICAN FUNDS ONLY" that
immediately precedes this discussion.
You will receive the same class of New SunAmerica International Equity Fund
shares as the Portfolio shares you hold immediately prior to the
Reorganization.
Q. WHY DOES THE BOARD RECOMMEND THE APPROVAL OF THE REORGANIZATION?
A. Your Board has based this recommendation on its consideration of the
principal reasons underlying the Reorganization, including the following:
the fact that, following the Reorganization, shareholders would remain
invested in a mutual fund having substantially the same investment objective
and similar, though not identical, investment techniques; the fees and
expenses of your Portfolio and the New SunAmerica International Equity Fund;
potential benefits to shareholders, such as the potential for reduced
operating expenses over time due to economies of scale; and the fact that
the Reorganization will not adversely effect the interests of shareholders.
After the Reorganization, shareholders of your Portfolio will hold shares of
the same aggregate net asset value in the New SunAmerica International
Equity Fund.
Q. WHO WILL MANAGE MY FUND AFTER THE REORGANIZATION?
A. SAAMCo is currently responsible for day-to-day portfolio management of your
Portfolio. After the Reorganization, SAAMCo will be the manager and AIGGIC
will be the subadviser responsible for day-to-day portfolio management of
the New SunAmerica International Equity Fund.
Q. WILL THE REORGANIZATION BE TAX-FREE?
A. The Reorganization will be accomplished on a tax-free basis. This means that
you should not realize any federal capital gains (or losses) when your
Portfolio shares are exchanged for New SunAmerica International Equity Fund
shares.
Q. HOW DOES THE BOARD OF DIRECTORS OF SUNAMERICA STYLE SELECT SERIES, INC.
RECOMMEND THAT I VOTE?
A. After careful consideration, based upon their evaluation of all relevant
information, and after meeting with counsel to the Independent Directors
regarding the legal issues involved, the Board, including the Independent
Directors, recommends that you vote FOR the proposal on the enclosed proxy
card.
Q. WHO GETS TO VOTE?
A. If you owned shares on September 17, 2001, you are entitled to vote, even if
you later sold the shares. Each share of your Portfolio is entitled to one
vote, with fractional shares voting proportionally.
Q. I'M A SMALL INVESTOR. WHY SHOULD I VOTE?
A. Your vote makes a difference. If many small shareholders just like you fail
to vote their proxies, your Portfolio may not receive enough votes to go
forward with the Special Meeting of Shareholders and additional costs will
be incurred through further proxy solicitations.
Q. HOW DO I VOTE?
A. You may have several different ways to vote, including mail, speaking with a
representative on the telephone, or voting on-line over the Internet. The
proxy card accompanying the proxy statement and prospectus will include
specific instructions as to how to vote your shares. If you have any
questions on the proposal, please call Georgeson Shareholder at 1-888-850-
2811.
Your vote is important. Please vote promptly to avoid the additional expense
of another solicitation.
2
Exhibit 17(o)
NORTH AMERICAN FUNDS
Balanced Fund
Large Cap Growth Fund
Growth & Income Fund
Mid Cap Growth Fund
----------------
IMPORTANT NEWS FOR SHAREHOLDERS
----------------
While we encourage you to read the full text of the enclosed Proxy Statement
and Prospectus, here is a brief overview of some matters affecting your Fund
that require a shareholder vote.
Q&A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. American International Group, Inc. ("AIG") acquired American General
Corporation on August 29, 2001 in a transaction we call the "AIG Merger."
AIG is a leading U.S.-based international insurance and financial services
organization.
As a result of the AIG Merger, American General Asset Management Corp.
("AGAM"), your Fund's investment adviser, became part of AIG. SunAmerica
Asset Management Corp. ("SAAMCo") is also part of AIG and serves as
investment adviser to the SunAmerica Mutual Funds, a $7 billion mutual fund
complex.
You are being presented with two important matters to vote on as a result of
the AIG Merger:
. The continuation of your Fund's investment advisory agreement with
AGAM following the AIG Merger;
. A proposal to reorganize your Fund with a SunAmerica Mutual Fund. As
described in more detail below, there is a proposal to combine each
series of North American Funds with a single corresponding SunAmerica
Mutual Fund. We refer to each series of North American Funds as a
"North American Fund," each series of the SunAmerica Mutual Funds as
a "SunAmerica Fund," and each proposed transaction between them as a
"Reorganization."
Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW INVESTMENT ADVISORY
AGREEMENT WITH AGAM IN PROPOSAL NO. 1?
A. Applicable securities laws require a shareholder vote on a new investment
advisory agreement whenever there is a change in control of a fund's
investment adviser, because upon such a change in control, the agreement
between the investment adviser and the fund terminates automatically.
Accordingly, because the AIG Merger resulted in a change in control of AGAM,
and therefore the termination of North American Funds' investment advisory
agreement with AGAM, shareholder approval of the new investment advisory
agreement with AGAM is required. The new investment advisory agreement that
shareholders are being asked to approve is the same in all material respects
as the North American Funds' previous investment advisory agreement with
AGAM. The new investment advisory agreement, as approved by shareholders,
will take effect immediately. If you approve the Reorganization applicable
to your Fund, the agreement with AGAM will terminate when the Reorganization
is completed.
The Board of Trustees of North American Funds, including all of the
Independent Trustees, unanimously recommends that you vote FOR the proposal
to approve the new investment advisory agreement with AGAM.
Q. WHAT ARE THE REORGANIZATIONS?
A. In anticipation of completion of the AIG Merger, AGAM and SAAMCo presented
to the Board of Trustees of North American Funds a proposal to reorganize
your Fund with a single comparable SunAmerica Fund. Under each relevant
proposal, your Fund would be combined with a corresponding SunAmerica Fund,
and you would become a shareholder of the corresponding SunAmerica Fund. The
Board of Trustees of North American Funds unanimously approved each
Reorganization.
North American Fund shareholders are asked to approve the Reorganization.
The attached Proxy Statement and Prospectus describes each proposed
Reorganization. Specifically, you will find information relating to the
following Reorganizations:
North American Fund: SunAmerica Fund:
-------------------- ----------------
Balanced Fund SunAmerica Balanced Assets Fund
Large Cap Growth Fund SunAmerica Blue Chip Growth Fund
Growth & Income Fund SunAmerica Growth and Income Fund
Mid Cap Growth Fund SunAmerica Growth Opportunities Fund
The Board of Trustees of North American Funds, including all of the
Independent Trustees, unanimously recommends that you vote FOR the
Reorganization.
Q. HOW WILL THE REORGANIZATIONS AFFECT MY ACCOUNT?
A. If shareholders approve a Reorganization, your North American Fund shares
will be exchanged, on a tax-free basis, for an equal aggregate dollar value
of shares of the corresponding SunAmerica Fund. This means that you may end
up with a different number of shares compared to what you originally held,
but the total dollar value of your shares will be the same.
You will receive the same class of SunAmerica Fund shares as the North
American Fund shares you hold immediately prior to the Reorganization.
(However, if you own Class C shares of a North American Fund, you will
receive Class II shares of the corresponding SunAmerica Fund since that is
the class of SunAmerica Fund shares that corresponds to North American Fund
Class C shares.)
Q. WHY DOES THE BOARD RECOMMEND APPROVAL OF THE REORGANIZATIONS?
A. Your Board has based this recommendation on its consideration of the
principal reasons underlying each Reorganization, including the following:
the fact that, following each Reorganization, shareholders of each North
American Fund would remain invested in a mutual fund having substantially
the same or similar investment objective and similar, though not identical,
investment techniques; the fees and expenses of each Fund; potential
benefits to shareholders, such as the potential for reduced operating
expenses over time due to economies of scale; and the fact that no
Reorganization will adversely affect the interests of the corresponding
North American Fund shareholders. After each Reorganization, shareholders of
a North American Fund will hold shares of the same aggregate net asset value
in the SunAmerica Fund.
Q. WHO WILL MANAGE MY FUND AFTER THE REORGANIZATION?
A. AGAM currently manages the assets of each North American Fund. After
completion of the Reorganizations, SAAMCo will manage the assets of each
North American Fund as part of the corresponding SunAmerica Fund.
Q. WILL THE REORGANIZATIONS BE TAX-FREE?
A. The Reorganizations will be accomplished on a tax-free basis. This means
that you should not realize any federal capital gains (or losses) when your
North American Fund shares are exchanged for SunAmerica Fund shares.
2
Q. HOW DOES THE BOARD RECOMMEND THAT I VOTE?
A. After careful consideration, based upon their evaluation of all relevant
information, and after meeting with counsel to the Independent Trustees
regarding the legal issues involved, the Board, including the Independent
Trustees, recommends that you vote FOR all of the proposals on the enclosed
proxy card.
Q. WHO GETS TO VOTE?
A. If you owned shares of a North American Fund on September 17, 2001, you are
entitled to vote with respect to your Fund, even if you later sold the
shares. Each share of a North American Fund is entitled to one vote, with
fractional shares voting proportionally.
Q. WHY ARE MULTIPLE PROXY CARDS ENCLOSED?
A. If you are a shareholder of more than one of the North American Funds, you
will receive a proxy card for each North American Fund in which you own
shares.
Q. I'M A SMALL INVESTOR. WHY SHOULD I VOTE?
A. Your vote makes a difference. If many small shareholders just like you fail
to vote their proxies, your Fund may not receive enough votes to go forward
with the Special Meeting of Shareholders and additional costs will be
incurred through further proxy solicitations.
Q. HOW DO I VOTE?
A. You have several different ways to vote. They include mail, speaking with a
representative on the telephone, and voting on-line over the Internet. If
you need more information or have any questions on how to vote call 1-888-
221-0697. If you have any questions on a proposal, please call North
American Funds' information agent, Georgeson Shareholder, at 1-888-850-
2811.
Your vote is important. Please vote promptly to avoid the additional
expense of another solicitation.
3
Exhibit 17(o)
NORTH AMERICAN FUNDS
Global Equity Fund
International Equity Fund
International Small Cap Fund
----------------
IMPORTANT NEWS FOR SHAREHOLDERS OF NORTH AMERICAN FUNDS ONLY*
----------------
While we encourage you to read the full text of the enclosed Proxy Statement
and Prospectus, here is a brief overview of some matters affecting your Fund
that require a shareholder vote.
Q&A: QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. American International Group, Inc. ("AIG") acquired American General
Corporation on August 29, 2001 in a transaction we call the "AIG Merger."
AIG is a leading U.S.-based international insurance and financial services
organization.
As a result of the AIG Merger, American General Asset Management Corp.
("AGAM"), your Fund's investment adviser, became part of AIG. SunAmerica
Asset Management Corp. ("SAAMCo") is also part of AIG and serves as
investment adviser to the SunAmerica Mutual Funds, a $7 billion mutual fund
complex.
You are being presented with two important matters to vote on as a result of
the AIG Merger:
. The continuation of your Fund's investment advisory agreement with
AGAM following the AIG Merger; and
. A proposal to reorganize your Fund with a SunAmerica Mutual Fund. As
described in more detail below, there is a proposal to combine the
three series of North American Funds named above with a single
corresponding SunAmerica Mutual Fund. Shareholders of another
SunAmerica Mutual Fund are also being asked to reorganize their Fund
into the same SunAmerica Mutual Fund. We refer to each series of
North American Funds as a "North American Fund," each series of the
SunAmerica Mutual Funds as a "SunAmerica Fund," and each proposed
transaction between them as a "Reorganization."
Q. WHY AM I BEING ASKED TO VOTE ON THE PROPOSED NEW INVESTMENT ADVISORY
AGREEMENT WITH AGAM IN PROPOSAL NO. 1?
A. Applicable securities laws require a shareholder vote on a new investment
advisory agreement whenever there is a change in control of a fund's
investment adviser, because upon such a change in control, the agreement
between the investment adviser and the fund terminates automatically.
Accordingly, because the AIG Merger resulted in a change in control of
AGAM, and therefore the termination of North American Funds' investment
advisory agreement with AGAM, shareholder approval of the new investment
advisory agreement with AGAM is required. The new investment advisory
agreement that shareholders are being asked to approve is the same in all
material respects as the North American Funds' previous investment advisory
agreement with AGAM. The new investment advisory agreement, as approved by
shareholders, will take effect immediately. If you approve the
Reorganization applicable to your Fund, the agreement with AGAM will
terminate when the Reorganization is completed.
The Board of Trustees of North American Funds, including all of the
Independent Trustees, unanimously recommends that you vote FOR the proposal
to approve the new investment advisory agreement with AGAM.
--------
* Shareholders of SunAmerica Style Select Series, Inc. should direct their
attention to the "IMPORTANT NEWS FOR SHAREHOLDERS OF SUNAMERICA STYLE SELECT
SERIES, INC. ONLY" that immediately follows this discussion.
Q. WHAT ARE THE REORGANIZATIONS?
A. In anticipation of completion of the AIG Merger, AGAM and SAAMCo presented
to the Board of Trustees of North American Funds a proposal to reorganize
your Fund with a single comparable SunAmerica Fund. Under each relevant
proposal, your Fund would be combined with the SunAmerica Fund, and you
would become a shareholder of the SunAmerica Fund. The Board of Trustees of
North American Funds unanimously approved each Reorganization.
North American Fund shareholders are asked to approve the Reorganization.
The attached Proxy Statement and Prospectus describes each proposed
Reorganization. Specifically, you will find information relating to the
following Reorganizations:
North American Fund: SunAmerica Fund:
-------------------- ----------------
Global Equity Fund SunAmerica International Equity Fund
International Equity Fund SunAmerica International Equity Fund
International Small Cap Fund SunAmerica International Equity Fund
The Board of Trustees of North American Funds, including all of the
Independent Trustees, unanimously recommends that you vote FOR the
Reorganization.
Q. HOW WILL THE REORGANIZATIONS AFFECT MY ACCOUNT?
A. If shareholders approve a Reorganization, your North American Fund shares
will be exchanged, on a tax-free basis, for an equal aggregate dollar value
of shares of the SunAmerica Fund. This means that you may end up with a
different number of shares compared to what you originally held, but the
total dollar value of your shares will be the same.
You will receive the same class of SunAmerica Fund shares as the North
American Fund shares you hold immediately prior to the Reorganization.
(However, if you own Class C shares of a North American Fund, you will
receive Class II shares of the SunAmerica Fund since that is the class of
SunAmerica Fund shares that corresponds to North American Fund Class C
Shares.)
Q. WHY DOES THE BOARD RECOMMEND THE APPROVAL OF THE REORGANIZATIONS?
A. Your Board has based this recommendation on its consideration of the
principal reasons underlying each Reorganization, including the following:
the fact that, following each Reorganization, shareholders of each North
American Fund would remain invested in a mutual fund having substantially
the same or similar investment objective and similar, though not identical,
investment techniques; the fees and expenses of each Fund; potential
benefits to shareholders, such as the potential for reduced operating
expenses over time due to economies of scale; and the fact that no
Reorganization will adversely affect the interests of the corresponding
North American Fund shareholders. After each Reorganization, shareholders
of a North American Fund will hold shares of the same aggregate net asset
value in the corresponding SunAmerica Fund.
Q. WHO WILL MANAGE MY FUND AFTER THE REORGANIZATION?
A. AGAM currently manages the assets of each North American Fund. After
completion of the Reorganizations, SAAMCo will be the manager, and AIG
Global Investment Corp., an affiliate of SAAMCo, will act as subadviser,
for each North American Fund as part of the SunAmerica Fund.
Q. WILL THE REORGANIZATIONS BE TAX-FREE?
A. The Reorganizations will be accomplished on a tax-free basis. This means
that you should not realize any federal capital gains (or losses) when your
North American Fund shares are exchanged for SunAmerica Fund shares.
2
Q. HOW DOES THE BOARD OF TRUSTEES OF NORTH AMERICAN FUNDS RECOMMEND THAT I
VOTE?
A. After careful consideration, based upon their evaluation of all relevant
information, and after meeting with counsel to the Independent Trustees
regarding the legal issues involved, the Board, including the Independent
Trustees, recommends that you vote FOR all of the proposals on the enclosed
proxy card.
Q. WHO GETS TO VOTE?
A. If you owned shares of a North American Fund on September 17, 2001, you are
entitled to vote with respect to your Fund, even if you later sold the
shares. Each share of a North American Fund is entitled to one vote, with
fractional shares voting proportionally.
Q. WHY ARE MULTIPLE PROXY CARDS ENCLOSED?
A. If you are a shareholder of more than one of the North American Funds, you
will receive a proxy card for each North American Fund in which you own
shares.
Q. I'M A SMALL INVESTOR. WHY SHOULD I VOTE?
A. Your vote makes a difference. If many small shareholders just like you fail
to vote their proxies, your Fund may not receive enough votes to go forward
with the Special Meeting of Shareholders and additional costs will be
incurred through further proxy solicitations.
Q. HOW DO I VOTE?
A. You have several different ways to vote. They include mail, speaking with a
representative on the telephone, and voting on-line over the Internet. If
you need more information or have any questions on how to vote call 1-888-
221-0697. If you have any questions on a proposal, please call North
American Funds' information agent, Georgeson Shareholder, at 1-888-850-
2811.
Your vote is important. Please vote promptly to avoid the additional expense
of another solicitation.
3