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BUSINESS MANAGEMENT AGREEMENT
THIS AGREEMENT is dated as of January 1, 1999, 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, as
amended("1940 Act") and SunAmerica Asset Management Corp. (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 seven
series designated The Cash Management Series, The High-Yield Bond Series, The
Growth-Income Series, the Growth Series, the U.S. Government
Guaranteed/AAA-Rated Securities Series, the International Series and the Asset
Allocation 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 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 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
September 22, 1998 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. 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;
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b. 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;
c. 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;
d. 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;
e. 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
f. 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. (a) Each series of the Trust, except for 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:
(i) 0.24% of that portion of the average daily net assets of
each series of the Trust not exceeding $30 million; and
(ii) 0.20% of average daily net assets of each series of the
Trust in excess of $30 million.
(b) 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.
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.
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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
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 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 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.
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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.
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
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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 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. This 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.
ANCHOR PATHWAY FUND
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President & Secretary
Attest:
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Vice President and Assistant Secretary
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
Attest:
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Assistant Secretary
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