SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.1)

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ 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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/X/ No fee required.
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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. Charter amendments 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-(877) 802-3594 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.

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,

/s/ 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.

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. For Shareholders of All Funds:

To elect a slate of nominees to the Board of Directors or Trustees. 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.

For Shareholders of SunAmerica Strategic Investment Series, Inc. and
SunAmerica Style Select Series, Inc.:

To approve amendments to the Articles of Incorporation to allow the
Funds and Boards greater flexibility with respect to redemption
provisions and the winding up of the Fund.

For Shareholders of the Focused Dividend Strategy Portfolio of SunAmerica
Equity Funds:

A Reorganization pursuant to which the Fund 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?

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
directors. 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 federal and state law and the Funds'
governing documents. 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-(877) 802-3594.

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-(877) 802-3594; 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.

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 charter amendments for SunAmerica Strategic Investment
Series, Inc. and SunAmerica Style Select Series, Inc.

3. To approve the Agreement and Plan of Reorganization for the 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.

By order of the Board of Directors or Trustees,

/s/ 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 29, 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.

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.

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 Portfolio
Reorganization 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 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) and 2(b) requires the affirmative vote of a
majority of the outstanding voting securities of the Funds. Shareholders of all
Portfolios of each applicable Fund vote together as a single class with respect
to Proposal Nos. 2(a) and 2(b).

Approval of Proposal No. 3 requires the affirmative vote of a majority of
the Focused Dividend Strategy Portfolio's outstanding voting securities, as
defined in the Investment Company Act of 1940, as amended (the "Act") to mean
the lesser of (i) 67% of the shares represented at the Meeting if more than 50%
of the outstanding voting shares are present in person or represented by proxy,
or (ii) more than 50% of the outstanding voting shares.

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.

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 -- --
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 --
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 -- -- 0
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 -- -- --

SunAmerica Style
Select Series, Inc. Class A Class B Class II Class I Class X Class Z
- ------------------- ----------- ---------- ----------- --------- --------- ---------

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 -- -- --
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:

Percentage owned
Fund name and Class Holder and Address of record
- ------------------- ------------------ -------------------

SUNAMERICA STRATEGIC INVESTMENT SERIES, INC.

SunAmerica Aggressive Growth VALIC Seed Account Owned of record 33%
LifeStage Fund-Class A Houston, TX 77019

SunAmerica Trust Co. CUST for the IRA Owned of record 5%
Starkville, MS 39759

SunAmerica Aggressive Growth VALIC Seed Account Owned of record 9%
LifeStage Fund-Class B Houston, TX 77019

SunAmerica Aggressive Growth SunAmerica Trust Co. CUST FBO Owned of record 6%
LifeStage Fund-Class II Midvale, UT 84047

SunAmerica Trust Co. CUST for Insight Owned of record 6%
Group, Inc. 401k Plan
Marion, IA 52302

Ruth Bograd Owned of record 7%
Denver, CO 80218

SunAmerica Aggressive Growth VALIC Seed Account Owned of record 29%
LifeStage Fund-Class I Houston, TX 77019

VALIC Trust Co. CUST FBO Owned of record 6%
Houston, TX 77019

SunAmerica Moderate Growth VALIC Seed Account Owned of record 22%
LifeStage Fund-Class A Houston, TX 77019

SunAmerica Trust Co. CUST FBO Owned of record 8%
Virginia Beach, VA 23456

SunAmerica Moderate Growth VALIC Seed Account Owned of record 8%
LifeStage Fund-Class B Houston, TX 77019

Percentage owned
Fund name and Class Holder and Address of record
- ------------------- ------------------ -------------------

SunAmerica Moderate Growth SunAmerica Trust Co. CUST for the IRA Owned of record 8%
LifeStage Fund-Class II Chattanooga, TN 37405

Merrill Lynch, Pierce, Fenner & Smith Owned of record 5%
Jacksonville, FL 32246

SunAmerica Moderate Growth VALIC Seed Account Owned of record 16%
LifeStage Fund-Class I Houston, TX 77019

VALIC Trust Co. as Trustee FBO Owned of record 33%
Houston, TX 77019

VALIC Trust Co. as Custodian Owned of record 6%
Houston, TX 77019

SunAmerica Conservative VALIC Seed Account Owned of record 21%
Growth LifeStage Fund-Class A Houston, TX 77019

Pershing LLC Owned of record 6%
Jersey City, NJ 07303

Pershing LLC Owned of record 7%
Jersey City, NJ 07303

SunAmerica Conservative VALIC Seed Account Owned of record 16%
Growth LifeStage Fund-Class B Houston, TX 77019

SunAmerica Conservative USBANCORP Piper Jaffray Owned of record 6%
Growth LifeStage Fund-Class II Minneapolis, MN 55402

SUNAMERICA MONEY MARKET FUNDS, INC.

SunAmerica Money Market Pershing for the Exclusive Benefit of Owned of record 92%
Fund-Class A SunAmerica Money Fund Customer Acts
Jersey City, NJ 07399

SunAmerica Municipal Money Pershing for the Exclusive Benefit of Owned of record 96%
Market Fund-Class A SunAmerica Money Fund Customer Acts
Jersey City, NJ 07399

SunAmerica Municipal Money VALIC Seed Account Owned of record 76%
Market Fund-Class B Houston, TX 77019

SunAmerica Municipal Money LPL Financial Services Owned of record 7%
Market Fund-Class II San Diego, CA 92121

Bear Stearns Securities Corp. Owned of record 69%
Brooklyn, NY 11201

SUNAMERICA INCOME FUNDS

SunAmerica Core Bond SunAmerica Focused Fixed Income & Owned of record 11%
Fund-Class A Equity Strategy Fund
Houston, TX 77019

SunAmerica Focused Fixed Income Fund Owned of record 26%
Houston, TX 77019

Percentage owned
Fund name and Class Holder and Address of record
- ------------------- ------------------ -------------------

SunAmerica Focused Multi-Asset Owned of record 5%
Strategy Fund
Houston, TX 77019

SunAmerica Focused Balanced Owned of record 45%
Strategy Fund
Houston, TX 77019

SunAmerica Core Bond Lehman Brothers, Inc. Owned of record 6%
Fund-Class B Jersey City, NJ 07302

SunAmerica Core Bond SunAmerica Trust Co. CUST FBO Shirley Owned of record 8%
Fund-Class II Einhorn R/O IRA
Miami, FL 33173

SunAmerica Core Bond AIG Global Investment Group Owned of record 99%
Fund-Class Z New York, NY 10038

SunAmerica Strategic Bond Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 5%
Fund-Class B Jacksonville, FL 32246

SunAmerica Strategic Bond VALIC Seed Account Owned of record 99%
Fund-Class II Houston, TX 77019

SunAmerica US Government Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 6%
Securities Fund-Class B Jacksonville, FL 32246

SunAmerica High Yield Bond VALIC Seed Account Owned of record 99%
Fund-Class I Houston, TX 77019

SunAmerica High Yield Bond AIG Global Investment Group Owned of record 99%
Fund-Class Z New York, NY 10038

SunAmerica Tax Exempt VALIC Seed Account Owned of record 15%
Insured Fund-Class B Houston, TX 77019

Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 13%
Jacksonville, FL 32246

SunAmerica Tax Exempt Lois C. Springer Tod, Robert K. Springer, Owned of record 12%
Insured Fund-Class II William C. Springer, James C. Springer
Allentown, PA 18104

Claire Koh Owned of record 13%
Somers, NY

SunAmerica GNMA SunAmerica Focused Fixed Income & Owned of record 5%
Fund-Class A Equity Strategy Fund
Houston, TX 77019

SunAmerica Focused Fixed Income Fund Owned of record 7%
Houston, TX 77019

SunAmerica Focused Balanced Owned of record 12%
Strategy Fund
Houston, TX 77019

Pershing LLC Owned of record 7%
Jersey City, NJ 07303

Percentage owned
Fund name and Class Holder and Address of record
- ------------------- ------------------ -------------------

SunAmerica GNMA Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 7%
Fund-Class B Jacksonville, FL 32246

SunAmerica GNMA Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 10%
Fund-Class II Jacksonville, FL 32246

SunAmerica GNMA Summership & Co-Aggressive Portfolio Owned of record 10%
Fund-Class X Boston, MA 02110

Summership & Co-Moderately Aggressive Owned of record 27%
Portfolio
Boston, MA 02110

Summership & Co-Moderate Portfolio Owned of record 14%
Boston, MA 02110

Summership & Co-Conservative Portfolio Owned of record 19%
Boston, MA 02110

Summership & Co-Custom Choice, Fixed Owned of record 17%
Income Portfolio
Boston, MA 02110

Summership & Co-Custom Choice, Fixed Owned of record 5%
Income Portfolio
Boston, MA 02110

SunAmerica Growth & Income VALIC Seed Account Owned of record 7%
Fund-Class I Houston, TX 77019

Aggressive Growth Lifestage Fund Owned of record 41%
Houston, TX 77019

Moderate Growth Lifestage Fund Owned of record 19%
Houston, TX 77019

Conservative Growth Lifestage Fund Owned of record 21%
Houston, TX 77019

SunAmerica New Century Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 6%
Fund-Class II Jacksonville, FL 32246

SunAmerica New Century Aggressive Growth Lifestage Fund Owned of record 21%
Fund-Class I Houston, TX 77019

Moderate Growth Lifestage Fund Owned of record 49%
Houston, TX 77019

Conservative Growth Lifestage Fund Owned of record 9%
Houston, TX 77019

SunAmerica Stock Index VALIC Seed Account Owned of record 14%
Fund-Class A Houston, TX 77019

Bear Stearns Securities Corp. Owned of record 7%
Brooklyn, NY 11201

Percentage owned
Fund name and Class Holder and Address of record
------------------- ------------------ ----------------

SunAmerica Trust Co. CUST IRA R/O Owned of record 6%
Mary Ann Boettger
Bay City, MI 48708

Bear Stearns Securities Corp. Owned of record 7%
Brooklyn, NY 11201

SunAmerica Stock Index Fund- Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 5%
Class II Jacksonville, FL 32246

Gary J. Garner 2002 [Irrevocable] Trust Owned of record 6%
New York, NY 10022

SunAmerica Biotech/Health SunAmerica Inc. Account "B" Owned of record 5%
Fund-Class A Century City, CA 90067

SunAmerica Growth Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 7%
Opportunities Fund-Class B Jacksonville, FL 32246

SunAmerica Growth VALIC Seed Account Owned of record 21%
Opportunities Fund-Class I Houston, TX 77019

VALIC Trust Company Custodian FBO Owned of record 40%
Centra Health Matching
Houston, TX 77019

VALIC Trust Company Custodian FBO RC Owned of record 26%
Deferred Compensation Plan
Houston, TX 77019

SunAmerica Growth Summership & Co-Aggressive Portfolio Owned of record 34%
Opportunities Fund-Class X Boston, MA 02110

Summership & Co-Moderately Aggressive Owned of record 24%
Portfolio
Boston, MA 02110

Summership & Co-Moderate Portfolio Owned of record 20%
Boston, MA 02110

Summership & Co-Conservative Portfolio Owned of record 8%
Boston, MA 02110

Summership & Co-Custom Choice Equity Owned of record 7%
Portfolio
Boston, MA 02110

SunAmerica Science & VALIC Seed Account Owned of record 5%
Technology Fund-Class A Houston, TX 77019

SunAmerica Blue Chip Growth VALIC Seed Account Owned of record 5%
Fund-Class I Houston, TX 77019

Aggressive Growth Lifestage Fund Owned of record 27%
Houston, TX 77019

Moderate Growth Lifestage Fund Owned of record 35%
Houston, TX 77019

Conservative Growth Lifestage Fund Owned of record 17%
Houston, TX 77019

Percentage owned
Fund name and Class Holder and Address of record
------------------- ------------------ ----------------

SunAmerica International VALIC Seed Account Owned of record 6%
Equity Fund-Class A Houston, TX 77019

SunAmerica, Inc. Account "B" Owned of record 8%
Century City, CA 90067

SunAmerica International VALIC Seed Account Owned of record 6%
Equity Fund-Class B Houston, TX 77019

SunAmerica Value Fund- Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 6%
Class B Jacksonville, FL 32246

SunAmerica Value Fund- Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 7%
Class II Jacksonville, FL 32246

SunAmerica Value Fund- Vanguard Fiduciary Trust Co. Owned of record 99%
Class Z Valley Forge, PA 19482

SunAmerica Focused Dividend Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 20%
Strategy-Class B Jacksonville, FL 32246

SunAmerica Focused Dividend Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 22%
Strategy-Class II Jacksonville, FL 32246

SunAmerica Tax Managed Richard Brian Tannehill & Patti P. Tannehill Owned of record 6%
Equity Fund-Class A Many, LA 71449

SUNAMERICA STYLE SELECT SERIES, INC.

Focused Multi-Cap Value SunAmerica Focused Multi-Asset Strategy Owned of record 14%
Portfolio-Class A Fund
Houston, TX 77019

Raymond James & Associates, Inc. Owned of record 6%
St. Petersburg, FL 33716

Focused Multi-Cap Value Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 7%
Portfolio-Class B Jacksonville, FL 32246

Focused Multi-Cap Value Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record
Portfolio-Class II Jacksonville, FL 32246

Focused Multi-Cap Value Aggressive Growth Lifestage Fund Owned of record 34%
Portfolio-Class I Houston, TX 77019

Moderate Growth Lifestage Fund Owned of record 45%
Houston, TX 77019

Conservative Growth Lifestage Fund Owned of record 20%
Houston, TX 77019

Focused International Equity SunAmerica Focused Equity Strategy Fund Owned of record 27%
Portfolio Houston, TX 77019

SunAmerica Focused Multi-Asset Owned of record 33%
Strategy Fund
Houston, TX 77019

SunAmerica Focused Balanced Owned of record 17%
Strategy Fund
Houston, TX 77019

Percentage owned
Fund name and Class Holder and Address of record
------------------- ------------------ ----------------

Focused 2000 Growth SunAmerica Focused Equity Strategy Fund Owned of record 24%
Portfolio-Class A Houston, TX 77019

SunAmerica Focused Multi-Asset Owned of record 25%
Strategy Fund
Houston, TX 77019

SunAmerica Focused Balanced Owned of record 17%
Strategy Fund
Houston, TX 77019

Focused Technology Portfolio- SunAmerica, Inc. Account"B" Owned of record 5%
Class A Century City, CA 90067

Focused Multi-Cap Growth SunAmerica Focused Multi-Asset Owned of record 14%
Portfolio-Class A Strategy Fund
Houston, TX 77019

Focused Multi-Cap Growth Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 7%
Portfolio-Class II Jacksonville, FL 32246

Focused Multi-Cap Growth SunAmerica Asset Management Corp. Owned of record 22%
Portfolio-Class X Jersey City, NJ 07311

Summership & Co. Owned of record 77%
Boston, MA 02110

Focused 2000 Value Portfolio- SunAmerica Focused Equity Strategy Fund Owned of record 21%
Class A Houston, TX 77019

SunAmerica Focused Multi-Asset Owned of record 16%
Strategy Fund
Houston, TX 77019

SunAmerica Focused Balanced Owned of record 16%
Strategy Fund
Houston, TX 77019

Focused Large-Cap Value SunAmerica Focused Equity Strategy Fund Owned of record 30%
Portfolio-Class A Houston, TX 77019

SunAmerica Focused Multi-Asset Owned of record 12%
Strategy Fund
Houston, TX 77019

SunAmerica Focused Balanced Owned of record 22%
Strategy Fund
Houston, TX 77019

Focused Growth & Income SunAmerica Focused Multi-Asset Owned of record 19%
Portfolio-Class A Strategy Fund
Houston, TX 77019

Focused Growth & Income Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 5%
Portfolio-Class II Jacksonville, FL 32246

Focused Growth & Income Summership & Co-Aggressive Portfolio Owned of record 32%
Portfolio-Class X Boston, MA 02110

Summership & Co-Moderately Owned of record 24%
Aggressive Portfolio
Boston, MA 02110

Percentage owned
Fund name and Class Holder and Address of record
------------------- ------------------ ----------------

Summership & Co-Moderate Portfolio Owned of record 21%
Boston, MA 02110

Summership & Co-Conservative Portfolio Owned of record 8%
Boston, MA 02110

Summership & Co-Custom Choice Owned of record 6%
Equity Portfolio
Boston, MA 02110

Focused Large-Cap Growth SunAmerica Focused Equity Strategy Fund Owned of record 12%
Portfolio-Class A Houston, TX 77019

SunAmerica Focused Balanced Owned of record 9%
Strategy Fund
Houston, TX 77019

Focused Large-Cap Growth Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 7%
Portfolio-Class B Jacksonville, FL 32246

Focused Large-Cap Growth Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 6%
Portfolio-Class II Jacksonville, FL 32246

Focused Multi-Asset Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 13%
Portfolio-Class B Jacksonville, FL 32246

Focused Multi-Asset Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 10%
Portfolio-Class II Jacksonville, FL 32246

Focused Fixed Income Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 13%
Portfolio-Class A Jacksonville, FL 32246

CNA Trust Corp Trustee CUST FBO Owned of record 6%
Reichmann Transport Inc. 401k
Costa Mesa, 92628

Focused Fixed Income Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 17%
Portfolio-Class B Jacksonville, FL 32246

Focused Fixed Income Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 17%
Portfolio-Class II Jacksonville, FL 32246

Focused Fixed Income & Equity Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 47%
Strategy Portfolio-Class A Jacksonville, FL 32246

Focused Fixed Income & Equity Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 21%
Strategy Portfolio-Class B Jacksonville, FL 32246

Focused Fixed Income & Equity Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 15%
Strategy Portfolio-Class II Jacksonville, FL 32246

Focused Equity Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 8%
Portfolio-Class A Jacksonville, FL 32246

Focused Equity Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 9%
Portfolio-Class B Jacksonville, FL 32246

Focused Equity Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 19%
Portfolio-Class II Jacksonville, FL 32246

Focused Balanced Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 12%
Portfolio-Class A Jacksonville, FL 32246

Percentage owned
Fund name and Class Holder and Address of record
------------------- ------------------ ----------------

CNA Trust Corporation Trustee CUST FBO Owned of record 6%
the NAL Retirement Savings Plan
Costa Mesa, CA 92628

Focused Balanced Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 19%
Portfolio-Class B Jacksonville, FL 32246

Focused Balanced Strategy Merrill Lynch, Pierce, Fenner & Smith, Inc. Owned of record 15%
Portfolio-Class II Jacksonville, FL 32246

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 $500,000.

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. 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.

Each Fund is registered as an open-end investment company under the "Act"
and consists of multiple series.

The costs of the Meeting, including the solicitation of proxies, will be
paid by the Funds with respect to Proposal Nos. 1, 2(a) and 2(b) and SAAMCo
with respect to Proposal No. 3. 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.

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
Portfolios
in Fund
Principal Complex
Position(s) Length Occupation Overseen
Held with of during the by Other Directorships
Name and Date of Birth the Funds Time Served last 5 years Director(1) Held by Director(2)
- ---------------------- ----------- ----------- ------------ ----------- -------------------

Jeffrey S. Burum None N/A Founder and CEO of National N/A None
DOB: February 27, 1963 Housing Development Corporation.

Dr. Judith L. Craven Director 2001 to Present Retired. 75 Director, A.G. Belo Corporation
DOB: October 6, 1945 (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.

Number of
Portfolios
in Fund
Principal Complex
Position(s) Length Occupation Overseen
Held with of during the by
Name and Date of Birth the Funds Time Served last 5 years Director(1)
- ---------------------- ----------- ----------- ------------ -----------

William F. Devin Director 2001 to Present Retired. 75
DOB: December 30, 1938

Samuel M. Eisenstat Chairman SunAmerica Equity Funds and Attorney, solo practitioner. 46
DOB: March 7, 1940 of the SunAmerica Income Funds: 1986 to
Board 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 Funds and President and Member of Managing 46
DOB: May 10, 1943 SunAmerica Income Funds: 1986 to Directors, Beau Brummel-SoHo
Present LLC (licensing of menswear
SunAmerica Money Market Funds, specialty retailing and other
Inc.: 1984 to Present activities) (June 1988 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, Conseco, Inc. N/A
DOB: February 9, 1948 (Financial Services) (2001 to
present); Chairman of the Board of
Centennial Technologies, Inc.
(1998 to 2001); Vice Chairman,
Bank Boston Corporation (1993 to
1998)

Other Directorships
Name and Date of Birth Held by Director(2)
- ---------------------- -------------------

William F. Devin Member of the Board of
DOB: December 30, 1938 Governors, Boston Stock
Exchange (1985-present).
Samuel M. Eisenstat Director, North European Oil
DOB: March 7, 1940 Royal Trust.

Stephen J. Gutman None
DOB: May 10, 1943

William J. Shea Director and CEO, Conseco,
DOB: February 9, 1948 Inc. (2002 to Present)

INTERESTED DIRECTOR NOMINEE

Number of
Portfolios
in Fund
Principal Complex
Position(s) Length Occupations Overseen
Held with of during the by
Name and Date of Birth the Funds Time Served last 5 years Director(1)
- ---------------------- ----------- ----------- ------------ -----------

Peter A. Harbeck(3) Director SunAmerica Equity Funds, President, CEO and Director, 83
DOB: January 23, 1954 SunAmerica Income Funds and SAAMCo (August 1995 to
SunAmerica Money Market Funds, present); Director, SACS (August
Inc.: 1995 to Present 1993 to present).
SunAmerica Strategic Investment
Series, Inc.: 1999 to Present
SunAmerica Style Select Series,
Inc.: 1996 to Present

Other Directorships
Name and Date of Birth Held by Director(2)
- ---------------------- -------------------

Peter A. Harbeck(3) None
DOB: January 23, 1954

- --------
(3)Mr. Harbeck is considered to be an Interested Director because he serves as
President, CEO and Director of SAAMCo and Director of SACS.

EXECUTIVE OFFICERS

Number of
Portfolios
in Fund
Principal Complex
Position(s) Occupations Overseen
Held with During by
Name and Date of Birth the Funds Length of Time Served Past 5 Years Officer
- ---------------------- ----------- --------------------- ------------ ----------

Donna M. Handel Treasurer 2002 to Present Vice President, SAAMCo (August N/A
DOB: June 25, 1966 1996 to present).

J. Steven Neamtz Vice SunAmerica Equity Funds, Executive Vice President, N/A
DOB: October 14, 1958 President SunAmerica Income Funds, SAAMCo (April 1996 to present);
SunAmerica Money Market Funds, Director and President, SACS
Inc. and SunAmerica Style Select (April 1996 to present).
Series, Inc.: 1996 to Present
SunAmerica Strategic Investment
Series, Inc.: 1999 to Present

Robert M. Zakem President President: 2002 to Present Senior Vice President, General N/A
DOB: January 26, 1958 and Secretary: 2003 to Present Counsel and Assistant Secretary,
Secretary SAAMCo (April 1993 to present);
Executive Vice President, General
Counsel, Director and Assistant
Secretary, SACS (February 1993 to
present).

Other Directorships
Name and Date of Birth Held by Officer
- ---------------------- ---------------

Donna M. Handel N/A
DOB: June 25, 1966

J. Steven Neamtz N/A
DOB: October 14, 1958

Robert M. Zakem N/A
DOB: January 26, 1958

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 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, SunAmerica Senior Floating Rate Fund, Inc.
("SASFR") and Anchor Series Trust ("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 an
additional $500 per meeting attended.

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 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 70th
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 70th 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.

For the most recently completed fiscal year, the Boards of Directors of each
Fund met 9 times except for SunAmerica Money Market Funds, Inc. which met 7
times. Each Director was present at all meetings.

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.

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)
- ------------------------- ------------------------------ -------------------------

Jeffrey S. Burum....... None None
Dr. Judith L. Craven... None None
William F. Devin....... None None

Samuel M. Eisenstat... $1-$10,000--SunAmerica $10,001-$50,000
Strategic Investment Series,
Inc.; SunAmerica Equity
Funds, New Century Fund;
SunAmerica Style Select
Series, Inc., Focused
Growth & Income
Stephen J. Gutman..... None None
William J. Shea....... None None

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 $1-$10,000--SunAmerica (greater than)$100,000
Style Select Series, Inc.,
SunAmerica Value Fund;
SunAmerica Equity
Funds, International
Equity Fund

$10,001-$50,000--
SunAmerica Equity
Funds, SunAmerica New
Century Fund,
SunAmerica International
Equity Fund; SunAmerica
Money Market Funds,
Inc., SunAmerica Money
Market Fund

$50,001-$100,000--
SunAmerica Style Select
Series, Inc., Focused
International Equity;
SunAmerica Equity
Funds, SunAmerica
Growth Opportunities
Fund

$100,000--SunAmerica
Style Select Series, Inc.,
Focused Large-Cap Growth,
Focused 2000 Value,
Focused Large-Cap Value,
Focused Multi-Cap Growth;
SunAmerica Equity Funds,
SunAmerica Growth and
Income Fund; SunAmerica
Income Funds

- --------

(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).

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.

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.

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 AST receives $20,000 in
annual compensation for acting as trustee. Also, each Disinterested Director of
SASFR receives $900 per quarterly meeting and $900 per quarter retainer for
acting as a Director. Each 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.

COMPENSATION TABLE

Pension or
Retirement Total
Benefits Compensation
Accrued as from Funds
Aggregate Part of Estimated and Fund
Compensation Each Annual Complex Paid
from Each Fund's Benefits on to Director
Director Nominee Fund* Expenses* Retirement** Nominee***
- ---------------- ------------ ---------- ------------ ------------

Dr. Judith L. Craven................... $123,238 $119,900
SunAmerica Equity Funds.............. $7,291 $43,070
SunAmerica Income Funds.............. $9,037 $27,001
SunAmerica Money Market Funds,
Inc................................. $9,453 $34,042
SunAmerica Strategic Investment
Series, Inc......................... $1,429 $43,070
SunAmerica Style Select Series, Inc.. $20,197 $43,070

William F. Devin....................... $96,660 $111,470
SunAmerica Equity Funds.............. $7,952 $32,181
SunAmerica Income Funds.............. $8,368 $13,583
SunAmerica Money Market Funds,
Inc................................. $9,990 $10,092
SunAmerica Strategic Investment
Series, Inc......................... $1,572 $34,840
SunAmerica Style Select Series, Inc.. $22,150 $34,840

Samuel M. Eisenstat.................... $107,293 $89,700
SunAmerica Equity Funds.............. $8,812 $102,903
SunAmerica Income Funds.............. $10,574 $84,545
SunAmerica Money Market Funds,
Inc................................. $9,930 $62,070
SunAmerica Strategic Investment
Series, Inc......................... $1,772 $112,634
SunAmerica Style Select Series, Inc.. $24,955 $112,634

Stephen J. Gutman...................... $134,982 $84,700
SunAmerica Equity Funds.............. $7,936 $108,284
SunAmerica Income Funds.............. $10,106 $87,939
SunAmerica Money Market Funds,
Inc................................. $9,948 $63,043
SunAmerica Strategic Investment
Series, Inc......................... $1,567 $118,573
SunAmerica Style Select Series, Inc.. $22,126 $118,573

- --------

* Information is as of each Fund's most recently completed fiscal year through
September 30, 2003.

** 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.

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 situations in
which 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, 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 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.

The Boards of Directors of the Funds have approved the following
transactions. These transactions are not contingent upon the approval of this
Proposal No. 2(b). However, approval of this Proposal prior to the close of
these transactions will enable the Funds to properly wind up their affairs.

. 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).

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 in the future if the Plan is approved. Furthermore, it is believed
that compliance controls for the Portfolio can be administered more efficiently
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 fixed operating
expenses are not expected to increase.

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.

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 fixed operating expenses are not expected to
increase.

Expenses of the Reorganization

Fees and 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 $75,000.

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, 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.

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 $37.1 billion as of September 30,
2003. 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, 2003, the Portfolio paid $352,539 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.

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

If the reorganization is approved, the investment policies and restrictions
for the Portfolio will be the same for the Successor Portfolio. Certain
differences between the Portfolio and the Successor Portfolio are described
below.

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 laws.

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 laws.

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
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 separately,
except where a vote by more than one series is required by law or in
circumstances where the interests of the series do not differ from those of
other series. 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 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 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 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. Under Massachusetts Law, shareholders of
a business trust may, under certain limited circumstances, be held personally
liable as partners for the obligations of SunAmerica Equity Funds. However, 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 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:

. The reorganization is in the Shareholders' best interests and
Shareholders' interests in the Funds will not be diluted;

. 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 are not expected to
increase;

. The Successor Portfolio and the Portfolio will have the same investment
objectives, restrictions and policies;

. The reorganization will result in reduced administrative, accounting,
legal and marketing costs;

. The reorganization will not result in any taxable transaction for the
Portfolio's shareholders; and

. The reorganization will allow more efficient administration of compliance
controls and increase accounting efficiency.

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 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.

No Appraisal Rights

The staff of the Securities and Exchange Commission has taken the position
that any rights to appraisal arising under state law are preempted by the
provisions of the Act and Rule 22c-1 thereunder, which generally requires that
shares of a registered open-end investment company be valued at their next
determined net asset value.

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.

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 and other fees for their most recently completed
fiscal years as indicated below.

Fiscal Other
Year End Fees Fees
-------- ------ ------

SunAmerica Equity Funds
SunAmerica Blue Chip Growth Fund........... 9/30/03 17,013 13,498
SunAmerica Growth Opportunities Fund....... 9/30/03 17,013 18,104
SunAmerica New Century Fund................ 9/30/03 17,013 13,413
SunAmerica Growth and Income Fund.......... 9/30/03 17,013 18,540
SunAmerica Balanced Assets Fund............ 9/30/03 17,014 14,223
SunAmerica International Equity Fund....... 9/30/03 21,120 19,660
Focused Dividend Strategy Portfolio........ 9/30/03 17,014 13,412
SunAmerica Income Funds
SunAmerica Core Bond Fund.................. 3/31/03 20,396 18,255
SunAmerica U.S. Government Securities Fund. 3/31/03 20,396 18,255
SunAmerica GNMA Fund....................... 3/31/03 20,396 18,255
SunAmerica Strategic Bond Fund............. 3/31/03 20,396 18,255
SunAmerica High Yield Bond Fund............ 3/31/03 20,396 18,255
SunAmerica Tax Exempt Insured Fund......... 3/31/03 20,395 17,505
SunAmerica Money Market Funds, Inc.
SunAmerica Money Market Fund............... 12/31/02 23,453 6,830
SunAmerica Municipal Money Market Fund..... 12/31/02 17,576 6,830
SunAmerica Strategic Investment Series, Inc.
SunAmerica Biotech/Health Fund............. 10/31/03 21,161 14,433
Tax Managed Equity Fund.................... 10/31/03 21,161 14,433
SunAmerica Stock Index Fund................ 10/31/03 21,161 14,433
SunAmerica Science & Technology Fund....... 10/31/03 21,161 14,433
SunAmerica Aggressive Growth LifeStage
Fund..................................... 10/31/03 13,142 10,355
SunAmerica Moderate Growth LifeStage Fund.. 10/31/03 12,982 10,223
SunAmerica Conservative Growth LifeStage
Fund..................................... 10/31/03 12,982 10,223
SunAmerica Style Select Series, Inc.
Focused Large-Cap Growth Portfolio......... 10/31/03 18,413 13,288
Focused Multi-Cap Growth Portfolio......... 10/31/03 18,413 13,288
Focused 2000 Growth Portfolio.............. 10/31/03 18,413 13,288
Focused Large-Cap Value Portfolio.......... 10/31/03 18,413 13,288
Focused Multi-Cap Value Portfolio.......... 10/31/03 18,413 13,288
Focused 2000 Value Portfolio............... 10/31/03 18,413 13,288

Fiscal Other
Year End Fees Fees
-------- ------ ------

Focused Growth and Income Portfolio..... 10/31/03 18,413 13,288
Focused International Equity Portfolio.. 10/31/03 22,987 15,665
Focused Technology Portfolio............ 10/31/03 18,413 13,288
SunAmerica Value Fund................... 10/31/03 18,413 13,288
Focused Equity Strategy Portfolio....... 10/31/03 12,762 6,452
Focused Multi-Asset Strategy Portfolio.. 10/31/03 12,761 6,452
Focused Balanced Strategy Portfolio..... 10/31/03 12,761 6,452
Focused Fixed Income and Equity Strategy
Portfolio............................. 10/31/03 12,761 6,452
Focused Fixed Income Strategy Portfolio. 10/31/03 12,761 6,452

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.

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 $536,743.92.

The Audit Committee of each Fund has considered whether the services
described above are compatible with its auditor's independence.

Commissions to Affiliated Broker-Dealers

The Funds paid commissions to affiliated broker-dealers in the following
amounts for their most recently completed fiscal year or, in the case of
SunAmerica Strategic Investment Series, Inc., for the fiscal year ended October
31, 2002:

SunAmerica Equity Funds--None

SunAmerica Income Funds--None

SunAmerica Money Market Funds, Inc.--None

SunAmerica Strategic Investment Series, Inc.

Percentage of
Amount of
Percentage of Transactions
Amount Commissions Involving
Paid to Paid to Payments of
Aggregate Affiliated Affiliated Commissions
Brokerage Broker- Broker- to Affiliated
Fund Commissions Dealers Dealers Broker-Dealers
- ---- ----------- ---------- ------------- --------------

SunAmerica Biotech/Health
Fund....................... $286,766 $25,062 6% 0.70%
Tax Managed Equity Fund..... $ 21,961 $ 0 -- --
SunAmerica Stock Index
Fund....................... $ 2,873 $ 0 -- --
SunAmerica Science &
Technology Fund............ $ 20,018 $ 421 2% 0.40%
SunAmerica Aggressive Growth
Lifestage Fund............. $ 0 -- -- --
SunAmerica Moderate Growth
Lifestage Fund............. $ 0 -- -- --
SunAmerica Conservative
Growth Lifestage Fund...... $ 0 -- -- --

SunAmerica Style Select Series, Inc.

Percentage of
Amount of
Transactions
Percentage of Involving
Amount Commissions Payments of
Paid to Paid to Commissions
Aggregate Affiliated Affiliated to Affiliated
Brokerage Broker- Broker- Broker-
Portfolio Commissions Dealers Dealers Dealers
- --------- ----------- ---------- ------------- -------------

Focused Multi-Cap Growth
Portfolio..................... $1,032,282 $ 18,600 1.80% 0.33%
Focused Large-Cap Value
Portfolio..................... $ 502,061 $ 41,041 8.17% 0.78%
SunAmerica Value Fund.......... $ 327,924 $ 640 0.20% 0.03%
Focused 2000 Value Portfolio... $ 833,137 $ 0 -- --
Focused Large-Cap Growth
Portfolio..................... $3,708,693 $812,462 21.91% 5.02%
Focused Growth & Income
Portfolio..................... $ 932,808 $ 43,941 4.71% 0.61%
Focused Multi-Cap Value
Portfolio..................... $2,508,148 $458,971 18.30% 1.07%
Focused Technology Portfolio... $ 572,611 $ 581 0.10% 0.05%
Focused 2000 Growth............ $ 373,320 $ 11,515 3.08% 0.51%
Focused International Equity
Portfolio..................... $ 252,383 $ 0 -- --
Focused Equity Strategy........ $ 0 -- -- --
Focused Multi-Asset Strategy... $ 0 -- -- --
Focused Balanced Strategy...... $ 0 -- -- --
Focused Fixed Income and Equity
Strategy...................... $ 0 -- -- --
Focused Fixed Income
Strategy...................... $ 0 -- -- --

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.

/s/ Robert M. Zakem

Secretary

APPENDIX A

List of Subadvisers

Subadviser and Address Funds
---------------------- -----

AIGGIC SunAmerica Equity Funds:
175 Water Street, New International Equity Fund
York, NY 10038
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 SunAmerica Equity Funds:
Investment Management, Value Fund
Inc.
American Century SunAmerica Style Select
Tower, 4500 Main Street, Series, Inc.:
Kansas City, Missouri Focused Multi-Cap Value
64111 Portfolio

Credit Suisse Asset SunAmerica Style Select
Management, LLC Series, Inc.:
466 Lexington Focused Multi-Cap Growth
Avenue, New York, New Portfolio
York 10017.

Baron Capital SunAmerica Style Select
Management, Inc. Series, Inc.:
767 5th Avenue, 49th Focused 2000 Growth
Floor, Portfolio
New York, New York 10153 Focused Technology
Portfolio

Boston Partners Asset SunAmerica Style Select
Management, L.P. Series, Inc.:
28 State Street, Boston, Focused 2000 Value
Massachusetts Portfolio

Deutsche Asset SunAmerica Style Select
Management, Inc. Series, Inc.:
280 Park Avenue, New Focused 2000 Growth
York, New York 10017 Portfolio

A-1

Subadviser and Address Funds
---------------------- -----

Dreman Value Management, SunAmerica Style Select
L.L.C. Series, Inc.:
Ten Exchange Focused Large-Cap Value
Place, Jersey City, Portfolio
New Jersey

Dresdner RCM Global SunAmerica Style Select
Investors LLC Series, Inc.:
Four Embarcadero Center, Focused Technology
San Francisco, Portfolio
California 94111

Fred Alger Management, SunAmerica Style Select
Inc. Series, Inc.:
111 Fifth Avenue, New Focused Large-Cap Growth
York, NY 10013 Portfolio

Harris Associates L.P. SunAmerica Style Select
Two North LaSalle Series, Inc.:
Street, Chicago, Illinois Focused Large-Cap Value
Portfolio
Focused Growth and
Income Portfolio
Focused International
Equity Portfolio

Hotchkis and Wiley SunAmerica Style Select
Capital Management, LLC Series, Inc.:
725 South Figueroa Focused 2000 Value
Street, 39th Floor, Portfolio
Los Angeles, California
90017

Janus Capital Management SunAmerica Style Select
LLC Series, Inc.:
100 Fillmore Street, Focused Multi-Cap Growth
Denver, Colorado Portfolio
80206-4923 Focused 2000 Value
Portfolio
(subcontracts to
Perkins)

J.P. Morgan Investment SunAmerica Equity Funds:
Management Inc. Tax Managed Equity Fund
522 Fifth Avenue, New SunAmerica Style Select
York, New York 10036 Series, Inc.:
Focused Multi-Cap Value
Portfolio

Marsico Capital SunAmerica Style Select
Management, LLC Series, Inc.:
1200 17th Street, Suite Focused Large-Cap Growth
1300, Portfolio
Denver, Colorado 80202 Focused Growth and
Income Portfolio

Massachusetts Financial SunAmerica Style Select
Services Company Series, Inc.:
500 Boylston Street, Focused International
Boston, Massachusetts Equity Portfolio
02116

Oberweis Asset SunAmerica Style Select
Management, Inc. Series, Inc.:
951 Ice Cream Drive, Focused 2000 Growth
Suite 200, Portfolio
North Aurora, Illinois
60542

Perkins, Wolf, McDonnell SunAmerica Style Select
& Company Series, Inc.:
310 S. Michigan Avenue, Focused 2000 Value
Suite 2600, Portfolio
Chicago, Illinois 60604 (subcontracted from
Janus)

A-2

Subadviser and Address Funds
---------------------- -----

Salomon Brothers Asset SunAmerica Style Select
Management LLC Series, Inc.:
388 Greenwich Street, Focused Large-Cap Growth
New York, New York Portfolio

The Boston Company Asset SunAmerica Style Select
Management, LLC Series, Inc.:
Mellon Financial Focused International
Center, 1 Boston Place, Equity Portfolio
Boston, Massachusetts
02111

Third Avenue Management SunAmerica Style Select
LLC Series, Inc.:
767 Third Avenue, Focused Multi-Cap Value
New York, New York 10017 Portfolio

Thornburg Investment SunAmerica Style Select
Management, Inc. Series, Inc.:
119 East Marcy Street, Focused Growth and
Santa Fe, New Mexico Income Portfolio
87501

T. Rowe Price SunAmerica Strategic
Associates, Inc. Investment Series,
100 East Pratt Street, Inc.:
Baltimore, Maryland 21202 SunAmerica Science and
Technology Fund

Wellington Management SunAmerica Style Select
Company, LLP Series, Inc.:
75 State Street, Focused Large-Cap Value
Boston, Massachusetts Portfolio
02109

A-3

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.

B-1

(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, 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)

B-2

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 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

B-3

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 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.

B-4

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-5

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

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

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

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:

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

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

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

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)

SunAmerica sp

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:

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