1
EXHIBIT 99.B5b
SUB-ADVISORY AGREEMENT
This Agreement dated February 13, 1990, as restated
November 17, 1994, by and between SunAmerica Asset Management
Corp., a Delaware corporation (the "Adviser"), 000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, and Wellington Management Company, a
Massachusetts partnership ("Wellington"), 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the parties hereto have entered into separate
subadvisory agreements, each dated February 13, 1990, with respect
to the each separate series of Anchor Series Trust (the "Trust");
and
WHEREAS, each such subadvisory agreement is identical
with respect to their terms and conditions; and
WHEREAS, the parties have determined it desirable to
consolidate all such subadvisory agreements into one document for
administrative convenience.
NOW THEREFORE, it is hereby agreed by and between the
Adviser and Wellington as follows:
1. DUTIES OF WELLINGTON. Adviser hereby engages the services of
Wellington in furtherance of its Investment Advisory and Management
Agreement with Anchor Series Trust (the "Trust") dated February
13, 1990, on behalf of each separate series of the Trust set forth
in Schedule A attached hereto (the "Portfolios"). Pursuant to this
Sub-Advisory Agreement and subject to the oversight and review of
Adviser, Wellington will manage the investment and reinvestment of
the assets of each Portfolio. Wellington will determine in its
discretion, subject to the oversight and review of Adviser, the
securities to be purchased or sold, will provide the Adviser with
records concerning its activities which the Adviser or the Trust is
required to maintain, and will render regular reports to Adviser
and to officers and Trustees of the Trust concerning its discharge
of the foregoing responsibilities. Wellington shall discharge the
foregoing responsibilities subject to the control of the officers
and the Trustees of the Trust and in compliance with such policies
as the Trustees of the Trust may from time to time establish, and
in compliance with the objectives, policies, and limitations of
each Portfolio set forth in the Trust's prospectus, and applicable
laws and regulations. Wellington accepts such employment and
agrees, at its own expense, to render the services and to provide
the office space, furnishings, equipment and personnel required by
it to perform the services on the terms and for the compensation
provided in this Agreement.
2. PORTFOLIO TRANSACTIONS. Wellington is authorized to select
the brokers or dealers that will execute the purchases and sales of
portfolio securities and is directed to use its best efforts to
obtain the best available price and most favorable execution,
except as prescribed in this Agreement. Subject to policies
established by the Trustees of the Trust, Wellington may also be
authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates
available, if Wellington determines in good faith that such amount
of commission is reasonable in
2
relation to the value of the brokerage or research services
provided by such broker or dealer, viewed in terms of either
that particular transaction or Wellington's overall responsibilities
with respect to each Portfolio of the Trust and other clients of
Wellington. The execution of such transactions shall not be deemed
to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. Wellington will promptly communicate to
Adviser and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.
3. COMPENSATION OF WELLINGTON. As its compensation hereunder,
the Adviser shall pay to Wellington on the last day of each
calendar month, or as promptly as possible thereafter, a fee
calculated in accordance with the average daily net assets of the
indicated Portfolio as set forth in Schedule A attached hereto.
4. OTHER SERVICES. At the request of the Trust and Adviser,
Wellington in its discretion may make available to the Trust,
office facilities, equipment, personnel and other services. Such
office facilities, equipment, personnel and services shall be
provided for or rendered by Wellington and billed to the Trust or
Adviser at Wellington's cost.
5. REPORTS. The Trust, Adviser, and Wellington agree to furnish
to each other, if applicable, current prospectuses, proxy
statements, reports to shareholders, certified copies of their
financial statements, and such other information with regard to
their affairs as each may reasonably request.
6. STATUS OF WELLINGTON. The services of Wellington to Adviser
and the Trust are not to be deemed exclusive, and Wellington shall
be free to render similar services to others so long as its
services to the Trust are not impaired thereby. Wellington shall
be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2
promulgated under the Investment Company Act of 1940 which are
prepared or maintained by Wellington on behalf of the Trust are the
property of the Trust and will be surrendered promptly to the Trust
or Adviser on request.
8. REFERENCE TO WELLINGTON. Neither the Trust nor Adviser or any
affiliate or agent thereof shall make reference to or use the name
of Wellington or any of its affiliates in any advertising or
promotional materials without the prior approval of Wellington,
which approval shall not be unreasonably withheld.
9. LIABILITY OF WELLINGTON. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties ("disabling conduct") hereunder on the part
of Wellington (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity
affiliated with Wellington) Wellington shall not be subject to
liability to the Trust or to any shareholder of the Trust for any
act or omission in the course of, or connected with, rendering
services hereunder, including without limitation, any error of
judgment or mistake of law or for any
-2-
3
loss suffered by any of them in connection with the matters to
which this Agreement relates, except to the extent specified
in Section 36(b) of the Investment Company Act of 1940 concerning
loss resulting from a breach of fiduciary duty with respect to
the receipt of compensation for services. Except for such
disabling conduct, the Trust shall indemnify Wellington (and its
officers, directors, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with
Wellington) from any liability arising from Wellington's conduct
under this Agreement.
Indemnification to Wellington or any of its personnel or
affiliates shall be made when (i) a final decision on the merits
rendered, by a court or other body before whom the proceeding was
brought, that the person to be indemnified was not liable by reason
of disabling conduct or, (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that
the person to be indemnified was not liable by reason of disabling
conduct, by (a) 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 Investment Company Act of 1940 nor parties to the
proceeding ("disinterested, non-party Trustees"), or (b) an
independent legal counsel in a written opinion. The Trust may, by
vote of a majority of the disinterested, non-party Trustees,
advance attorneys' fees or other expenses incurred by officers,
Trustees, investment advisers, sub-advisers or principal
underwriters, in defending a proceeding upon the undertaking by or
on behalf of the person to be indemnified to repay the advance
unless it is ultimately determined that he is entitled to
indemnification. Such advance shall be subject to at least one of
the following: (1) the person to be indemnified shall provide a
security for his undertaking, (2) the Trust shall be insured
against losses arising by reason of any lawful advances, or (3) a
majority of a quorum of the disinterested, non-party Trustees, or
an independent legal counsel in a written opinion, shall determine,
based on a review of readily available facts, that there is reason
to believe that the person to be indemnified ultimately will be
found entitled to indemnification.
10. PERMISSIBLE INTERESTS. Trustees and agents of the Trust are
or may be interested in Wellington (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of
Wellington are or may be interested in the Trust as trustees, or
otherwise; and Wellington (or any successor) is or may be
interested in the Trust in some manner.
11. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue with respect to each
Portfolio until February 13, 1992, and thereafter, for periods of
one year so long as such continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio voting separately from any
other Portfolio of the Trust, provided, however, that if the
shareholders fail to approve the Agreement as provided herein,
Wellington may continue to serve hereunder in the manner and to the
extent permitted by the Investment Company Act of 1940 and rules
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the
-3-
4
Investment Company Act of 1940 and the rules and regulations
thereunder. This Agreement may be terminated at any time, without
the payment of any penalty by vote of a majority of the Trustees
of the Trust or by vote of a majority of the outstanding voting
securities of each Portfolio with respect to that Portfolio or by
the Adviser on not less than 30 days nor more than 60 days written
notice to Wellington or by Wellington at any time without the
payment of any penalty, on 90 days written notice to Adviser and
the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or
mailed postage prepaid, to the other party at any office of such
party.
As used in this Section 11, the terms, "assignment",
"interested persons", and a "vote of a majority of the outstanding
voting securities" shall have the respective meanings set forth in
the Investment Company Act of 1940 and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
This Agreement will also terminate in the event that the
Investment Advisory and Management Agreement by and between the
Trust on behalf of each Portfolio and the Adviser dated February
13, 1990, is terminated.
12. SEVERABILITY. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
A copy of the Declaration of Trust of the Trust is on
file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf
of the Trustees as Trustees, and is not binding upon any of the
Trustees, officers, or shareholders of the Trust individually but
binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties have executed this
Agreement on this 17th day of November, 1994.
SUNAMERICA ASSET MANAGEMENT CORP.
By: /s/ Xxxxxx X. Xxxxx
WELLINGTON MANAGEMENT COMPANY
By: /s/ Xxxxxx X. XxXxxxxxx
-4-
5
SCHEDULE A
FEE RATE
PORTFOLIO (as a % of average daily net asset value)
--------- -----------------------------------------
Capital Appreciation Portfolio .375% first $ 50MM
.275% next $100MM
.200% next $350MM
.150% thereafter
Convertible Securities Portfolio .325% first $ 50MM
.225% next $100MM
.200% next $350MM
.150% thereafter
Fixed Income Portfolio .225% first $ 50MM
.125% next $ 50MM
.100% thereafter
Foreign Securities Portfolio .400% first $ 50MM
.275% next $100MM
.200% next $350MM
.150% thereafter
Government & Quality Bond Portfolio .225% first $ 50MM
.125% next $ 50MM
.100% thereafter
Growth Portfolio .325% first $ 50MM
.225% next $100MM
.200% next $350MM
.150% thereafter
High Yield Portfolio .300% first $ 50MM
.225% next $100MM
.175% next $350MM
.150% thereafter
Money Market Portfolio .075% first $500MM
.020% thereafter
Multi-Asset Portfolio .250% first $ 50MM
.175% next $100MM
.150% thereafter
Natural Resources Portfolio .350% first $ 50MM
.250% next $100MM
.200% next $350MM
.150% thereafter
Strategic Multi-Asset Portfolio .300% first $ 50MM
.200% next $100MM
.175% next $350MM
.150% thereafter
Target '98 Portfolio .225% first $ 50MM
.150% next $ 50MM
.100% next $400MM
.050% thereafter
-5-