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EXHIBIT 5.(b)
BUSINESS MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into as of March 14, 1990, by and between Anchor
Pathway Fund (the "Trust"), a Massachusetts business trust registered as a
management investment company under the Investment Company Act of 1940 ("1940
Act") and Anchor Investment Adviser, Inc. (the "Business Manager").
WITNESSETH:
WHEREAS, the Trust is authorized to issue shares in separate series,
with each such series representing interest in a separate portfolio of
securities and other assets;
WHEREAS, on such series is the Asset Allocation Series ("A.A. Series"),
and the Trust desires that Business Manager shall act as business manager of the
A.A. Series and provide the administrative services necessary to administer the
affairs of the A.A. Series, and the Business Manager desires to so act,
NOW, THEREFORE, in consideration of the mutual convenants and promises
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Business Manager and the Trust agree as
follows:
1. The Trust hereby employs Business Manager to manage the business
affairs and the administration of the A.A. Series, subject to the general
supervision of the Board of Trustees of the Trust, for the period and on
the terms herein set forth. The Business Manager hereby accepts such
employment and agrees to render the services and assume the obligations
set forth herein, for the compensation herein provided. The Business Manager
shall, for all purposes herein, be deemed an independent contractor and not an
agent of the Trust or the A.A. Series.
2. Business Manager shall:
a. pay the expenses incurred in connection with the organization of
the A.A. Series, and its registration under the 1940 Act, and all fees
and expenses including fees of legal counsel to the Trust which would
otherwise be required to be paid by the Trust and which were incurred
by the Trust prior to the initial effective date of its Registration
Statement under the Securities Act of 1933 ("1933 Act") and the 1940
Act adding the A.A. Series, except for the costs of any share
certificates and transfer agent fees and costs;
b. manage the business affairs of the A.A. Series and perform the
administrative functions required of a registered investment company at
all times in accordance with the Declaration of Trust, By-laws,
Registration Statement and current Prospectus of the Trust;
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c. if desired by the Board of Trustees, permit officers, directors
and employees of the Business Manager to serve without compensation from
the Trust as officers, Trustees, employees or agents of the Trust;
d. arrange for the presentation and evaluation of contracts for (i)
custodianship of the A.A. Series' assets, (ii) a registrar and transfer
agent for A.A. Series' shares, (iii) a dividend disbursing agent, (iv) the
daily pricing of A.A. Series shares and (v) appropriate fidelity and
liability bond coverages;
e. oversee the work of the custodian, dividend disbursing agent,
transfer agent and accountants on behalf of the A.A. Series to assure
compliance with the Declaration of Trust, By-Laws and the 1940 Act;
f. assist the Trust in maintaining books and records, financial
information, reporting to shareholders, conducting meetings of Trustees
and shareholders and filings with the Securities and Exchange Commission
on behalf of the A.A. Series; and
g. provide adequate facilities and office space and qualified
employees necessary to conduct the operations of the A.A. Series.
3. The services of the Business Manager to the A.A. Series hereunder
are not to be deemed exclusive, and the Business Manager shall be free to
render similar services to others so long as its services hereunder be not
impaired thereby.
4. The A.A. Series shall pay the Business Manager as full compensation
for all services rendered hereunder a fee, which shall be accrued daily and
paid monthly, at an annual rate of:
(a) 0.24% of that portion of the average daily net assets of the
A.A. Series not exceeding $30 million; and
(b) 0.20% of average daily net assets of each series of the A.A.
Series in excess of $30 million.
The average net assets are to be computed in the manner used for the
determination of the offering price of shares of the A.A. Series. The fee for
each month shall be payable to the Business Manager not later than the tenth
day of the following month.
The fee shall be accrued daily at 1/365th of the applicable annual rate
set forth above. The net assets of the A.A. Series shall be determined in the
manner and on the dates set forth in the prospectus of the Trust and, on days
on which the net assets are not determined, shall be as of the last preceding
day on which the net assets shall have been determined.
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Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to
the proportion which such period bears to the full month.
5. Except to the extent expressly assumed by the Business Manager herein,
and as provided in paragraph 7 below, the A.A. Series shall be responsible to
pay all costs and expenses in connection with its operations not expressly
assumed by the Business Manager. Without limiting the generality of the
foregoing, such costs and expenses to be incurred by the A.A. Series shall
include the following: investment advisory fees; subsequent registration and
filing fees with Federal and State agencies; any required Blue Sky expenses;
expenses of shareholder's meetings; the expense of the issuance, transfer,
and redemption of A.A. Series shares; custodian fees; printing and preparation
of registration statements; taxes' compensation of Trustees who are not
interested persons of the Trust; association dues; and costs of stationery,
forms and certificates prepared exclusively for the A.A. Series.
6. It is understood and agreed that the services provided to the
A.A. Series by the Business Manager pursuant to this Agreement do not
include the service of principal underwriter for the A.A. Series' shares,
insofar as the A.A. Series will not utilize such a person to distribute its
shares.
7. It is understood and agreed that Capital Research and Management
Company (the "Adviser") has agreed to provide supervision of the portfolio of
the A.A. Series and to determine what securities or other property shall
be purchased, held or sold by each A.A. Series, pursuant to a written
investment advisory contract. The Adviser has also agreed to provide adequate
facilities and qualified personnel for the placement of orders for the
purchase, or other acquisition, and sale, or other disposition, of portfolio
securities for the A.A. Series.
8. Applicable state expense guarantee limitations will be observed in
regard to fees payable to Business Manager.
9. It is understood that Trustees, officers, agents and stockholders of
the Trust are or may be interested in the Business Manager as directors,
officers, stockholders, or otherwise and that directors, officers, agents and
stockholders of the Business Manager are or may be interested in the Trust as
Trustees, officers, stockholders or otherwise, that the Business Manager may be
interested in the Trust and that the existence of any such dual interest shall
not affect the validity hereof or of any transactions hereunder except as
otherwise provided in the Declaration of Trust for the Trust and Articles of
Incorporation of the Business Manager or by specific provision of applicable
law.
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10. This Agreement shall take effect as of the date above written.
Unless sooner terminated as hereinafter provided, this Agreement shall remain
in effect until September 21, 1990. Thereafter, this Agreement shall continue
in effect from year to year only so long as such continuance is approved
specifically at least annually by affirmative vote of the Board of Trustees of
the Trust, or by affirmative vote of a majority of the outstanding shares of
the A.A. Series entitled to be cast and, in either event, by a majority of
those members of the Board who are not parties to the Agreement or "interested
persons" of any such party, cast in person at a meeting called for the purpose
of voting on such continuance.
11. This Agreement may be terminated at any time on 60 days' written
notice, without the payment of any penalty, by the Board of Trustees of the
Trust, by the vote of a majority of the outstanding shares of the A.A.
Series, or by the Business Manager; provided, however, that this Agreement
may not be terminated by Business Manager unless another business management
agreement has been approved in accordance with the 1940 Act.
12. This Agreement shall terminate automatically in the event of its
assignment by either party. For the purpose of this paragraph, the term
"Assignment" shall have the meaning set forth in Section 2(a)(4) of the
1940 Act.
13. This Agreement may be modified by mutual consent; however, such
consent on the part of the Trust requires the vote of a majority of the
outstanding voting securities of the A.A. Series upon recommendation by a
vote of a majority of the Board of Trustees which shall include a vote of a
majority of the Trustees who are not interested persons of the Trust (other
than as Trustees) or the Business Manager and who have no direct or indirect
interest in the operations of the Trust, this Agreement, or the Business
Manager, cast in person at a meeting called for that purpose.
14. The Business Manager assumes no responsibility under the Agreement
other than to render the services called for hereunder. The Business Manager
shall be liable, in carrying out its duties under this Agreement (a) for
actions and omissions constituting violations of the 1940 Act, the 1933 Act
or other Federal securities laws, (b) in circumstances where the Business
Manager has failed to conform to reasonable business standards, and (c) by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations hereunder (disabling conduct). The
Business Manager shall have no liability to the Trust, or its shareholders or
creditors pursuant to (c) above, provided it is determined by reasonable and
fair means, including (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the Business Manager was not
liable by means of disabling conduct, or (b) in the absence of such a decision,
a reasonable
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determination, based upon a review of the facts, that Business Manager was not
liable by reason of disabling conduct, by (i) the vote of a majority of a
quorum of Trustees who are neither "interested persons" of the Trust as defined
in Section 2(a) (19) of the 1940 Act nor parties to the proceeding, or (ii) an
independent legal counsel in a written opinion.
15. The Business Manager and the Trust agree to maintain and preserve
for such period or periods as the Securities and Exchange Commission may
prescribe by rules and regulations, such accounts, books and other documents
as constitute the records forming the basis for all reports, including
financial statements required to be filed pursuant to the 1940 Act and for
the Trust auditor's certification relating thereto. The Business Manager and
the Trust agree that all accounts, books and other records maintained and
preserved by each as required hereby shall be subject at any time, and from
time to time, to such reasonable periodic, special and other examinations by
the Securities and Exchange Commission, and The Trust's auditors, the Trust
or any representative of the Trust, or any governmental agency or other
instrumentality having regulatory authority over the Trust. It is expressly
understood and agreed that the books and records maintained by the Business
Manager on behalf of the A.A. Series shall, at all times, remain the property
of the Trust. Moreover, the Trust agrees to supply the Business Manager with
copies of all documents filed with the Securities and Exchange Commission,
and with such other information relating to the A.A. Series' affairs as the
Business Manager may reasonably request.
16. The obligations of the Trust on behalf of the A.A. Series under this
Contract are not binding upon any of the Trustees, officers, employees, agents
or shareholders of the Trust individually, but bind only the Trust estate. The
Business Manager agrees to look solely to the assets of the Trust or the A.A.
Series for the satisfaction of any liability in respect of the Trust or the
A.A. Series under this Contract and will not seek recourse against any of such
Trustees, officers, employees, agents, or shareholders, or any of their
personal assets for such satisfaction.
17. The writing constitutes the entire agreement between the parties
and no conditions or warranties shall be implied herefrom unless expressly set
forth herein.
18. This Agreement is executed and delivered in the State of
California and shall be governed by the laws of such state and the 1940 Act.
IN WITNESS WHEREOF, the Business Manager and the Trust have executed
this Agreement as of the date first written above.
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Attest: ANCHOR INVESTMENT ADVISER, INC.
/s/Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------- --------------------------------
Attest: ANCHOR PATHWAY FUND
/s/Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxx
----------------------------- --------------------------------
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Business Management Agreement
THIS AGREEMENT is entered into as of March 14, 1990, by and between Anchor
Pathway Fund (the "Trust"), a Massachusetts business trust registered as a
management investment company under the Investment Company Act of 1940 ("1940
Act") and Anchor Investment Adviser, Inc. (the "Business Manager").
Witnesseth
WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, one such series is the International Series ("International
Series"), and the Trust desires that the Business Manager shall act as business
manager of the International Series and provide the administrative services
necessary to administer the affairs of the International Series, and the
Business Manager desires to so act,
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Business Manager and the Trust agree as
follows:
1. The Trust hereby employs Business Manager to manage the business
affairs and the administration of the International Series, subject to the
general supervision of the Board of Trustees of the Trust, for the period and
on the terms herein set forth. The Business Manager hereby accepts such
employment and agrees to render the services and assume the obligations set
forth herein, for the compensation herein provided. The Business Manager
shall, for all purposes herein, be deemed an independent contractor and not an
agent of the Trust or the International Series.
2. Business Manager shall:
a. pay the expenses incurred in connection with the organization
of the International Series, and its registration under the 1940
Act, and all fees and expenses including fees of legal counsel to the
Trust which would otherwise be required to be paid by the Trust and
which were incurred by the Trust prior to the effective date of an
amendment to its Registration Statement under the
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Securities Act of 1933 ("1933 Act") and the 1940 Act adding the
International Series, except for the costs of any share certificates
and transfer agent fees and costs;
b. manage the business affairs of the International Series and
perform the administrative functions required of a registered
investment company at all times in accordance with the Declaration of
Trust, By-laws, Registration Statement and current Prospectus of the
Trust;
c. if desired by the Board of Trustees, permit officers, directors
and employees of the Business Manager to serve without compensation
from the Trust as officers, Trustees, employees or agents of the
Trust;
d. arrange for the presentation and evaluation of contracts for (i)
custodianship of the International Series' assets, (ii) a registrar
and transfer agent for International Series' shares, (iii) a dividend
disbursing agent, (iv) the daily pricing of International Series'
shares, and (vi) appropriate fidelity and liability bond coverages:
e. oversee the work of the custodian, dividend disbursing agent,
transfer agent and accountants on behalf of the International Series
to assure compliance with the Declaration of Trust, By-Laws and the
1940 Act;
f. assist the Trust in maintaining books and records, financial
information, reporting to shareholders, conducting meetings of
Trustees and shareholders and filings with the Securities and Exchange
Commission on behalf of the International Series; and
g. provide adequate facilities and office space and qualified
employees necessary to conduct the operations of the International
Series.
3. The services of the Business Manager to the International Series
hereunder are not to be deemed exclusive, and the Business Manager shall be
free to render similar services to others so long as its services hereunder
be not impaired thereby.
4. The International Series shall pay the Business Manager as full
compensation for all services rendered hereunder a fee, which shall be accrued
daily and paid monthly, at an annual rate of 0.24% of the average daily net
assets of the International Series.
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The average net assets are to be computed in the manner used for the
determination of the offering price of shares of the International Series.
The fee for each month shall be payable to the Business Manager not later than
the tenth day of the following month.
The fee shall be accrued daily at 1/365th of the applicable annual rate set
forth above. The net assets of the International Series shall be determined in
the manner and on the dates set forth in the prospectus of the Trust and, on
days on which the net assets are not determined, shall be as of the last
preceding day on which the net assets shall have been determined.
Upon any termination of this Agreement on a day other than the last day
of the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to
the proportion which such period bears to the full month.
5. Except to the extent expressly assumed by the Business Manager herein,
and as provided in paragraph 7 below, the International Series shall be
responsible to pay all costs and expenses in connection with its operations
not expressly assumed by the Business Manager. Without limiting the generality
of the foregoing, such costs and expenses to be incurred by the International
Series shall include the following: investment advisory fees; subsequent
registration and filing fees with Federal and state agencies; any required Blue
Sky expenses; expenses of shareholders' meetings; the expense of reports to
existing shareholders; expenses of printing shareholder reports; proxies and
prospectuses; insurance premiums; legal and auditing fees; dividend
disbursement expenses; the expense of the issuance, transfer, and redemption of
International Series shares; custodian fees; printing and preparation of
registration statements; taxes; compensation of Trustees who are not interested
persons of the Trust; association dues; and costs of stationery, forms and
certificates prepared exclusively for the International Series.
6. It is understood and agreed that the services provided to the
International Series by the Business Manager pursuant to this Agreement do not
include the service of principal underwriter for the International Series
shares, insofar as the International Series will not utilize such a person to
distribute its shares.
7. It is understood and agreed that Capital Research and Management
Company ("the Adviser") has
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agreed to provide supervision of the portfolio of the International Series and
to determine what securities or other property shall be purchased, held or sold
by the International Series, pursuant to a written investment advisory
contract. The Adviser has also agreed to provide adequate facilities and
qualified personnel for the placement of orders for the purchase, or other
acquisition, and sale, or other disposition, of portfolio securities for the
International Series.
8. Applicable state expense guarantee limitations will be observed in
regard to fees payable to Business Manager.
9. It is understood that Trustees, officers, agents and stockholders of
the Trust are or may be interested in the Business Manager as directors,
officers, stockholders, or otherwise and that directors, officers, agents and
stockholders of the Business Manager are or may be interested in the Trust as
Trustees, officers, stockholders or otherwise, that the Business Manager may be
interested in the Trust and that the existence of any such dual interest shall
not affect the validity hereof or of any transactions hereunder except as
otherwise provided in the Declaration of Trust for the Trust and Articles of
Incorporation of the Business Manager or by specific provision of applicable
law.
10. This Agreement shall take effect as of the date above written. Unless
sooner terminated as hereinafter provided, this Agreement shall remain in
effect until September 21, 1991. Thereafter, this Agreement shall continue in
effect from year to year only so long as such continuance is specifically
approved at least annually by affirmative vote of the Board of Trustees of the
Trust, or by affirmative vote of a majority of the outstanding shares of the
International Series entitled to be cast and, in either event, by a majority of
those members of the Board who are not parties to the Agreement or "interested
persons" of any such party, cast in person at a meeting called for the purpose
of voting on such continuance.
11. This Agreement may be terminated at any time on 60 days' written
notice, without the payment of any penalty, by the Board of Trustees of the
Trust, by the vote of a majority of the outstanding shares of the International
Series, or by the Business Manager, provided, however, that this Agreement may
not be terminated by Business Manager unless another business management
agreement has been approved in accordance with the 1940 Act.
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12. This Agreement shall terminate automatically in the event of its
assignment by either party. For the purpose of this paragraph, the term
"Assignment" shall have the meaning set forth in Section 2 (a)(4) of the 1940
Act.
13. This Agreement may be modified by mutual consent; however, such
consent on the part of the Trust requires the vote of a majority of
the outstanding voting securities of the International Series upon
recommendation by a vote of a majority of the Board of Trustees, which shall
include a vote of a majority of the Trustees who are not interested persons of
the Trust (other than as Trustees) or the Business Manager and who have no
direct or indirect interest in the operations of the Trust, this Agreement, or
the Business Manager, cast in person at a meeting called for that purpose.
14. The Business Manager assumes no responsibility under this Agreement
other than to render the services called for hereunder. The Business Manager
shall be liable, in carrying out its duties under this Agreement (a) for
actions and omissions constituting violations of the 1940 Act, the 1933 Act or
other Federal securities laws, (b) in circumstances where the Business Manager
has failed to conform to reasonable business standards, and (c) by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties and obligations hereunder (disabling conduct). The Business Manager
shall have no liability to the Trust, or its shareholders or creditors pursuant
to (c) above, provided it is determined by reasonable and fair means, including
(a) a final decision on the merits by a court or other body before whom the
proceeding was brought that the Business Manager was not liable by means of
disabling conduct, or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that Business Manager was not
liable by reason of disabling conduct, by (i) the vote of a majority of a
quorum of Trustees who are neither "interested persons" of the Trust as defined
in Section 2 (a) (19) of the 1940 Act nor parties to the proceeding, or (ii) an
independent legal counsel in a written opinion.
15. The Business Manager and the Trust agree to maintain and preserve for
such period or periods as the Securities Exchange Commission may prescribe by
rules and regulations, such accounts, books and other documents as constitute
the records forming the basis for all reports, including financial statements
required to be filed on behalf of the International
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Series pursuant to the 1940 Act and for the Trust auditor's certification
relating thereto. The Business Manager and the Trust agree that all accounts,
books and other records maintained and preserved by each as required hereby
shall be subject at any time, and from time to time, to such reasonable
periodic, special and other examinations by the Securities and Exchange
Commission, the Trust auditors, the Trust or any representative of the Trust,
or any governmental agency or other instrumentality having regulatory authority
over the Trust. It is expressly understood and agreed that the books and
records maintained by the Business manager on behalf of the International
Series shall, at all times, remain the property of the Trust. Moreover, the
Trust agrees to supply the Business Manager with copies of all documents filed
with the Securities and Exchange Commission, and with such other information
relating to the International Series' affairs as the Business Manager may
reasonably request.
16. The Obligations of the Trust on behalf of the International Series
under this Agreement are not binding upon any of the Trustees, officers,
employees, agents or shareholders of the Trust individually, but bind only
the Trust estate. The Business Manager agrees to look solely to the assets of
the Trust or the International Series for the satisfaction of any liability in
respect of the Trust or the International Series under this Agreement and will
not seek recourse against such Trustees, officers, employees, agents or
shareholders, or any of them, or any of their personal assets for such
satisfaction.
17. The writing constitutes the entire agreement between the parties and
no conditions or warranties shall be implied herefrom unless expressly set
forth herein.
18. This Agreement is executed and delivered in the State of California
and shall be governed by the laws of such state and the 1940 Act.
IN WITNESS WHEREOF, the Business Manager and the Trust have executed this
Agreement as of the date first written above.
Attest: ANCHOR INVESTMENT ADVISER, INC.
/S/ Xxxxx X. Xxxxxx /S/ Xxxx X. Xxxx
------------------------ --------------------------
Secretary Vice President
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Attest: ANCHOR PATHWAY FUND
/S/ Xxxxx X. Xxxxxx By: /S/ Xxxxxx X. Xxxxxxxx
---------------------------- ---------------------------
Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
Vice President and Secretary Chairman and Chief
Executive Officer
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BUSINESS MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into this 16th day of November 1987, by and
between Anchor Pathway Fund (the "Trust"), a Massachusetts business trust
registered as a management investment company under the Investment Company Act
of 1940 ("1940 Act") and Anchor Investment Adviser, Inc. (the "Business
Manager").
WITNESSETH:
WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interest in a separate portfolio of securities
and other assets, and intends initially to offer shares of five series
designated The Cash Management Series, The High-Yield Bond Series, The
Growth-Income Series, The Growth Series and the U. S. Government
Guaranteed/AAA-Rated Securities Series (the "Series").
WHEREAS, the Trust desires that Business Manager shall act as business
manager of the Trust and provide the administrative services necessary to
administer the affairs of the Trust, and the Business Manager desires to so
act,
NOW, THEREFORE, in consideration of the mutual convenants and promises
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Business Manager and the Trust agree as
follows:
1. The Trust hereby employs Business Manager to manage the business
affairs and the administration of the Trust, subject to the general supervision
of the Board of Trustees of the Trust, for the period and on the terms herein
set forth. The Business Manager hereby accepts such employment and agrees to
render the services and assume the obligations set forth herein, for the
compensation herein provided. The Business Manager shall, for all purposes
herein, be deemed an independent contractor and not an agent of the Trust or
the Series.
2. It is understood and agreed that this Agreement shall take effect on
December 1, 1987 provided that prior to that date, the terms of this Agreement
have been approved by a vote of a majority of the members of the Board of
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
3. Business Manager shall:
a. pay the expenses incurred in connection with the organization of
the Trust, and its initial registration as an investment company under the
1940 Act, and all fees and
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expenses including fees of legal counsel to the Trust which would
otherwise be required to be paid by the Trust and which were incurred by
the Trust prior to the initial effective date of its Registration
Statement under the Securities Act of 1933 ("1933 Act") and the 1940 Act
except for the costs of any share certificates and transfer agent fees
and costs;
b. manage the business affairs of the Trust and perform the
administrative functions required of a registered investment company at all
times in accordance with the Declaration of Trust, By-laws, Registration
Statement and current Prospectus of the Trust;
c. if desired by the Board of Trustees, permit officers, directors
and employees of the Business Manager to serve without compensation from
the Trust as officers, Trustees, employees or agents of the Trust;
d. arrange for the presentation and evaluation of contracts for (i)
custodianship of the Trust's assets, (ii) a registrar and transfer agent
for Trust shares, (iii) a dividend disbursing agent, (iv) the daily
pricing of Trust shares and (vi) appropriate fidelity and liability
bond coverages;
e. oversee the work of the custodian, dividend disbursing agent,
transfer agent and accountants on behalf of the Trust to assure compliance
with the Declaration of Trust, By-Laws and the 1940 Act;
f. assist the Trust in maintaining books and records, financial
information, reporting to shareholders, conducting meetings of Trustees and
shareholders and filings with the Securities and Exchange Commission; and
g. provide adequate facilities and office space and qualifies
employees necessary to conduct the operations of the Trust.
4. The services of the Business Manager to the Trust hereunder are not to
be deemed exclusive, and the Business Manager shall be free to render similar
services to others so long as its services hereunder be not impaired thereby.
5. The Trust shall pay the Business Manager as full compensation for all
services rendered hereunder a fee which shall be accrued daily and paid
monthly at an annual rate of:
(a) 0.24% of that portion of the average daily net assets of each
series of the Trust not exceeding $30 million; and
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(b) 0.20% of average daily net assets of each series of the Trust in
excess of $30 million.
The average net assets are to be computed in the manner used for the
determination of the offering price of shares of the Trust. The fee for each
month shall be payable to the Business Manager not later than the tenth day of
the following month.
The fee shall be accrued daily at 1/365th of the applicable annual rate
set forth above. The net assets of the Series shall be determined in the
manner and on the dates set forth in the prospectus of the Trust and, on days
on which the net assets are not determined, shall be as of the last preceding
day on which the net assets shall have been determined.
Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to
the proportion which such period bears to the full month.
6. Except to the extent expressly assumed by the Business Manager herein,
and as provided in paragraph 8 below, the Trust shall be responsible to pay all
costs and expenses in connection with its operations not expressly assumed by
the Business Manager. Without limiting the generality of the foregoing, such
costs and expenses to be incurred by the Trust shall include the following:
investment advisory fees; subsequent registration and filing fees with Federal
and state agencies; any required Blue Sky expenses; expenses of shareholder's
meetings; the expense of reports to existing shareholders; expenses of printing
shareholder reports; proxies and prospectuses insurance premiums; legal and
auditing fees; dividend disbursement expenses; the expense of the issuance,
transfer, and redemption of Trust shares; custodian fees; printing and
preparation of registration statements; taxes; compensation of Trustees who are
not interested persons of the Trust; association dues; and costs of stationery,
forms and certificates prepared exclusively for the Trust.
7. It is understood and agreed that the services provided to the Trust by
the Business Manager pursuant to this Agreement do not include the service of
principal underwriter for the Trust's shares, insofar as the Trust will not
utilize such a person to distribute its shares.
8. It is understood and agreed that Capital Research and Management
Company (the "Adviser") has agreed to provide supervision of the portfolios of
the Series and to determine what securities or other property shall be
purchased, held or sold by each Series, pursuant to a written investment
advisory contract with the Trust. The Adviser has also agreed to provide
adequate facilities and qualified personnel for the placement of orders
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for the purchase, or other acquisition, and sale, or other disposition, of
portfolio securities for the Series.
9. Applicable state expense guarantee limitations will be observed in
regard to fees payable to Business Manager.
10. It is understood that Trustees, officers, agents and stockholders of
the Trust are or may be interested in the Business Manager as directors,
officers, stockholders, or otherwise and that directors, officers, agents and
stockholders of the Business Manager are or may be interested in the Trust as
Trustees, officers, stockholders or otherwise, that the Business Manager may be
interested in the Trust and that the existence of any such dual interest shall
not affect the validity hereof or of any transactions hereunder except as
otherwise provided in the Declaration of Trust for the Trust and Articles of
Incorporation of the Business Manager or by specific provision of applicable
law.
11. This agreement shall, unless sooner terminated as hereinafter
provided, remain in effect for a period of two years from the date hereof.
Thereafter, this Agreement shall continue in effect from year to year as to
each Series only so long as such continuance is specifically approved at least
annually by affirmative vote of the Board of Trustees of the Trust, or by
affirmative vote of a majority of the outstanding shares of each Series
entitled to be cast and, in either event, by a majority of those members of the
Board who are not parties to the Agreement or "interested persons" of any such
party, cast in person at a meeting called for the purpose of voting on such
continuance. Any continuance of this Agreement with respect to a Series by the
vote of a majority of the outstanding voting securities of that Series, or by
the Trustees of the Trust which shall include a majority of the non-interested
Trustees, shall be effective to continue this Agreement with respect to that
Series notwithstanding (a) that such continuance has not been so approved as to
any other Series or (b) that such continuance has not been approved by the vote
of a majority of the outstanding voting securities of the Trust as a whole.
12. This Agreement may be terminated as to any Series or the entire Trust
at any time on 60 days' written notice, without the payment of any penalty, by
the Board of Trustees of the Trust, by the vote of a majority of the
outstanding shares of such Series or the Trust, or by the Business Manager;
provided, however, that this Agreement may not be terminated by Business
Manager unless another business management agreement has been approved by the
Trust in accordance with the 1940 Act.
13. This Agreement shall terminate automatically in the event of its
assignment by either party. For the purpose of this paragraph, the term
"Assignment" shall have the meaning set forth in section 2(a) (4) of the 1940
Act.
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14. This Agreement may be modified by mutual consent; however, such
consent on the part of the Trust requires the vote of a majority of the
outstanding voting securities of each Series of the Trust upon recommendation
by a vote of a majority of the Board of Trustees which shall include a vote of
a majority of the Trustees who are not interested persons of the Trust (other
than as Trustees) or the Business Manager and who have no direct or indirect
interest in the operations of the Trust, this Agreement, or the Business
Manager, cast in person at a meeting called for that purpose.
15. The Business Manager assumes no responsibility under the Agreement
other than to render the services called for hereunder. The Business Manager
shall be liable, in carrying out its duties under this Agreement (a) for
actions and omissions constituting violations of the 1940 Act, the 1933 Act or
other Federal securities laws, (b) in circumstances where the Business Manager
has failed to conform to reasonable business standards, and (c) by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties and obligations hereunder (disabling conduct). The Business Manager
shall have no liability to the Trust, or its shareholders or creditors pursuant
to (c) above, provided it is determined by reasonable and fair means, including
(a) a final decision on the merits by a court or other body before whom the
proceeding was brought that the Business Manager was not liable by means of
disabling conduct, or (b) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that Business Manager was not
liable by reason of disabling conduct, by (i) the vote of a majority of a
quorum of Trustees who are neither "interested persons" of the Trust as defined
in Section 2(a) (19) of the 1940 Act nor parties to the proceeding, or (ii) an
independent legal counsel in a written opinion.
16. The Business Manager and the Trust agree to maintain and preserve for
such period or periods as the Securities and Exchange Commission may prescribe
by rules and regulations, such accounts, books and other documents as
constitute the records forming the basis for all reports, including financial
statements required to be filed pursuant to the 1940 Act and for the Trust
auditor's certification relating thereto. The Business Manager and the Trust
agree that all accounts, books and other records maintained and preserved by
each as required hereby shall be subject at any time, and from time to time, to
such reasonable periodic, special and other examinations by the Securities and
Exchange Commission, and The Trust's auditors, the Trust or any representative
of the Trust, or any governmental agency or other instrumentality having
regulatory authority over the Trust. It is expressly understood and agreed
that the books and records maintained by the Business Manager on behalf of the
Trust shall, at all times, remain the property of the Trust. Moreover, the
Trust agrees to supply the Business Manager with copies of all documents filed
with the Securities and Exchange Commission, and
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with such other information relating to the Trust's affairs as the Business
Manager may reasonably request.
17. The obligations of the Trust under this Contract are not binding upon
any of the Trustees, officers, employees, agents or shareholders of the Trust
individually, but bind only the Trust estate. The Business Manager agrees to
look solely to the assets of the Trust or each Series for the satisfaction of
any liability in respect of the Trust or such Series under this Contract and
will not seek recourse against such Trustees, officers, employees, agents, or
shareholders, or any of them, or any of their personal assets for such
satisfaction.
18. The writing constitutes the entire agreement between the parties and
no conditions or warranties shall be implied herefrom unless expressly set
forth herein.
19. This Agreement is executed and delivered in the State of California
and shall be governed by the laws of such state and the 1940 Act.
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IN WITNESS WHEREOF, the Business Manager and the Trust have executed this
Agreement on the day first written above.
Attest: ANCHOR INVESTMENT ADVISER, INC.
/s/ Xxxxx X. Xxxxx
--------------------------
Attest: ANCHOR PATHWAY FUND
/s/ Xxxxx X. Xxxxx
-------------------------
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