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.
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(Name of Registrant as Specified In Its Charter)
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and 0-11.
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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.
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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.
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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?
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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.
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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.
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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
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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.
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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.
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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 -- -- --
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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.
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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.
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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