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EXHIBIT 99.B5a
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of February 13,
1990, and restated as of November 17, 1994, between ANCHOR SERIES TRUST, a
Massachusetts business trust (the "Trust") and SUNAMERICA ASSET MANAGEMENT
CORP., a Delaware corporation (the "Adviser" or "SAAM").
In consideration of the mutual agreements herein made, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Adviser shall manage the affairs of
the Trust and the separate series of the Trust set forth in Schedule A
attached hereto (the "Portfolios"), including, but not limited to, continuously
providing the Trust with investment management, including investment research,
advice and supervision, determining which securities shall be purchased or sold
by each Portfolio of the Trust, making purchases and sales of securities on
behalf of each Portfolio and determining how voting and other rights with
respect to securities owned by the Portfolios shall be exercised, subject in
each case to the control of the Trustees of the Trust (the "Trustees") and in
accordance with the objectives, policies and principles set forth in the
Trust's Registration Statement and its current Prospectus and Statement of
Additional Information, as amended from time to time, the requirements of the
Investment Company Act of 1940, as amended (the "Act") and other applicable
law. In performing such duties, the Adviser (i) shall provide such office
space, such bookkeeping, accounting, clerical, secretarial and administrative
services (exclusive of, and in addition to, any such service provided by any
others retained by the Trust or any of its Portfolios) and such executive and
other personnel as shall be necessary for the operations of each Portfolio,
(ii) shall be responsible for the financial and accounting records required to
be maintained by each Portfolio (including those maintained by the Fund's
custodian) and (iii) shall oversee the performance of services provided to each
Portfolio by others, including the custodian, transfer and shareholder
servicing agent. The Trust understands that the Adviser also acts as the
manager of other investment companies.
Subject to Section 36 of the Act, the Adviser shall not be
liable to the Portfolios or the Trust for any error of judgment or mistake
of law or for any loss arising out of any investment or for any act or
omission in the management of the Portfolios and the performance of its
duties under this Agreement except for willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Agreement.
2. EXPENSES. The Adviser shall pay all of its expenses arising from
the performance of its obligations under Section 1 and shall pay any salaries,
fees and expenses of the Trustees and Officers who are employees of the
Adviser. The Adviser shall not be required to pay any other expenses of the
Trust, including, but not limited to, direct charges relating to the purchase
and sale of portfolio securities, interest charges, fees and expenses of
independent attorneys and auditors, taxes and governmental fees, cost of stock
certificates and any other expenses (including clerical expenses) of issue,
sale, repurchase or redemption of shares, expenses of registering and
qualifying shares for sale,
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expenses of printing and distributing reports, notices and proxy materials to
shareholders, expenses of data processing and related services, shareholder
record-keeping and shareholder account service, expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing prospectuses, expenses of annual and special
shareholders' meetings, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of Trustees who are not employees of the Adviser or its affiliates,
membership dues in the Investment Company Institute, insurance premiums and
extraordinary expenses such as litigation expenses.
3. COMPENSATION. (a) As compensation for the services performed
and the facilities and personnel provided by the Adviser pursuant to Section 1,
the Trust will pay to the Adviser, promptly after the end of each month, the
sum of the amounts set forth in Schedule A attached hereto, calculated in
accordance with the average daily net assets of the indicated Portfolio.
However, the amount of compensation payable to the Adviser may be restricted by
applicable state law limitations.
(b) If the Adviser shall serve hereunder for less than the whole of
any month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Adviser shall purchase
securities from or through and sell securities to or through such persons,
brokers or dealers as the Adviser shall deem appropriate in order to carry out
the policy with respect to portfolio transactions as set forth in the Trust's
Registration Statement and its current Prospectus or Statement of Additional
Information, as amended from time to time, or as the Trustees may direct from
time to time. The placing of purchase and sale orders may be carried out by
the Adviser or any wholly-owned subsidiary of the Adviser.
Nothing herein shall prohibit the Trustees from approving the payment
by the Trust of additional compensation to others for consulting services,
supplemental research and security and economic analysis.
5. TERM OF AGREEMENT. This agreement shall continue in full force
and effect until the earlier of (a) February 13, 1992; or (b) the first
meeting of the shareholders of such Portfolio after the date hereof. If
approved at such meeting by the affirmative vote of a majority of the
outstanding voting securities (as defined by the Act) of the Portfolio with
respect to such Portfolio, voting separately from any other Portfolio of the
Trust, this Agreement shall continue in full force and effect with respect to
such Portfolio from year to year thereafter if such continuance is approved in
the manner required by the Act and the Adviser shall not have notified such
Portfolio in writing at least 60 days prior to the anniversary date of the
previous continuance that it does not desire such continuance. This Agreement
may be terminated at any time, without payment of penalty by the Portfolios on
60 days written notice to the Adviser, by vote of the Trustees, or by vote of a
majority of the outstanding voting securities (as defined by the Act) of such
Portfolio, voting separately from any other Portfolio of the Trust. This
Agreement shall automatically terminate in the event of its assignment (as
defined by the Act).
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6. MISCELLANEOUS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. Anything
herein to the contrary notwithstanding, this Agreement shall not be construed
to require, or to impose any duty upon either of the parties, to do anything in
violation of any applicable laws or regulations.
The Declaration of Trust establishing the Trust of which each
Portfolio is a separate, designated series, a copy of which is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name of the Trust refers to the Trustees collectively as Trustees, not as
individuals or personally; and that no Trustee, shareholder, officer, employee,
or agent of the Trust shall be held to any personal liability, nor shall resort
be had to their private property for the satisfaction of any obligation or
claim or otherwise in connection with the affairs of the Trust or any
Portfolio; but that the Trust Estate shall be liable.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
ANCHOR SERIES TRUST
By: /s/ Xxxxx X. Xxxxxxx
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxx
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SCHEDULE A
FEE RATE
PORTFOLIO (as a % of average daily net asset value)
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Capital Appreciation Portfolio .750% of net assets
Convertible Securities Portfolio .700% of net assets
Fixed Income Portfolio .625% of net assets
Foreign Securities Portfolio .900% of net assets
Government & Quality Bond Portfolio .625% of net assets
Growth Portfolio .750% of net assets
High Yield Portfolio .700% to $250MM
.600% over $250MM
Money Market Portfolio .500% of net assets
Multi-Asset Portfolio 1.000% of net assets
Natural Resources Portfolio .750% of net asset
Strategic Multi-Asset Portfolio 1.000% of net assets
Target '98 Portfolio .625% of net assets
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