<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
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 Section240.14a-11(c) or
Section240.14a-12
ANCHOR SERIES TRUST
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
CAPITAL APPRECIATION PORTFOLIO
OF
ANCHOR SERIES TRUST
IMPORTANT NEWS FOR SHAREHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of a matter affecting your investment in the
Capital Appreciation Portfolio of Anchor Series Trust which requires a
shareholder vote. Anchor Series Trust is an underlying investment in your
variable annuity contract and/or variable life insurance policy.
Q & A: QUESTIONS AND ANSWERS
<TABLE>
<S> <C>
Q. WHAT IS HAPPENING?
A. You are being asked to vote on certain fee changes to the
advisory and subadvisory arrangement for the Capital
Appreciation Portfolio (the "Portfolio") of Anchor
Series Trust (the "Trust").
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. You are receiving these proxy materials -- a booklet that
includes the Proxy Statement and a voting instructions card
-- because you have the right to provide voting instructions
on this important proposal concerning your investment in the
Portfolio.
Q. AM I BEING ASKED TO VOTE ON ANYTHING ELSE?
A. No. There are no other proposals.
Q. HOW DOES THE TRUST'S BOARD RECOMMEND THAT I VOTE?
A. After careful consideration, the Board of Trustees,
including those Trustees who are not affiliated with the
Trust, recommend that you vote FOR the proposal on the
enclosed voting instructions card.
Q. WHOM DO I CALL FOR MORE INFORMATION OR TO PLACE MY VOTE?
A. You have several different ways to provide the Trust with
your voting instructions. These ways include mail,
touch-tone voting and fax voting. If you need more
information on how to vote, or if you have any questions,
please call your Trust's information agent, Shareholder
Communications Corporation, at 1-800-649-1856.
</TABLE>
YOUR VOTE IS IMPORTANT AND WILL HELP AVOID THE
ADDITIONAL EXPENSE OF ANOTHER SOLICITATION.
THANK YOU FOR RESPONDING TO YOUR
VOTING INSTRUCTIONS CARD PROMPTLY.
<PAGE>
CAPITAL APPRECIATION PORTFOLIO
OF
ANCHOR SERIES TRUST
P.O. BOX 54299
LOS ANGELES, CALIFORNIA 90054-0299
------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of
shareholders of the Capital Appreciation Portfolio (the "Portfolio") of Anchor
Series Trust ("Anchor" or the "Trust") will be held on July 19, 2000 at
10:00 a.m., Eastern time, at the offices of SunAmerica Asset Management Corp.
("SAAMCo" or the "Adviser"), The SunAmerica Center, 733 Third Avenue, New York,
NY 10017 for the purpose of considering the following proposal:
1. To approve or disapprove with respect to the Portfolio (a) an amendment
to the investment advisory and management agreement between the Trust and
SAAMCo in order to revise the breakpoints in the advisory fee the
Portfolio pays to SAAMCo and (b) an amendment to the subadvisory
agreement between SAAMCo and Wellington Management Company, LLP
("Wellington") in order to revise the breakpoints in the subadvisory fee
SAAMCo pays to Wellington; and
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Trustees have fixed the close of business on May 19, 2000 as the record
date for determining the number of shares outstanding and the contract owners
entitled to give voting instructions with respect to the Portfolio.
By Order of the Board of Trustees,
Robert M. Zakem
SECRETARY
June 20, 2000
EACH CONTRACT OWNER IS URGED TO EXERCISE THE RIGHT TO GIVE VOTING INSTRUCTIONS
FOR THE MEETING OF SHAREHOLDERS OF THE PORTFOLIO BY FILLING IN, DATING AND
SIGNING THE ENCLOSED VOTING INSTRUCTIONS CARD AND RETURNING IT IN THE RETURN
ENVELOPE PROVIDED. CONTRACT OWNERS ALSO HAVE THE OPTION TO PROVIDE VOTING
INSTRUCTIONS BY CALLING AN AGENT OF THE PORTFOLIO OR CONTRACT HOLDERS MAY
PROVIDE VOTING INSTRUCTIONS BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE
VOTING INSTRUCTIONS CARD.
<PAGE>
CAPITAL APPRECIATION PORTFOLIO
OF
ANCHOR SERIES TRUST
P.O. BOX 54299
LOS ANGELES, CALIFORNIA 90054-0299
------------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JULY 19, 2000, 10:00 A.M.
------------------------
Anchor Series Trust ("Anchor" or the "Trust") is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act") and consists of nine separate investment portfolios,
including the Capital Appreciation Portfolio (the "Portfolio"). This Proxy
Statement relates only to the Portfolio.
Shares of the Portfolio are not offered directly to the public. Instead,
shares are currently issued and redeemed only in connection with investments in
and payments under variable annuity contracts and/or variable life insurance
policies (collectively, "Contracts") of Anchor National Life Insurance Company
("Anchor National"), First SunAmerica Life Insurance Company ("First
SunAmerica"), AIG Life Insurance Company ("AIG Life"), Phoenix Home Life Mutual
Insurance Company ("Phoenix") and Presidential Life Insurance Company
("Presidential"). All shares of the Portfolio are owned by various "Separate
Accounts" of the aforementioned life insurance companies (each a "Company" and
collectively, the "Companies"). SunAmerica Asset Management Corp. ("SAAMCo" or
the "Adviser") serves as the investment adviser, administrator and manager to
the Portfolio. Wellington Management Company, LLP ("Wellington" or the
"Subadviser") serves as subadviser to the Portfolio.
In accordance with applicable law, this Proxy Statement is being mailed, on
or about June 20, 2000 on behalf of the Board of Trustees (the "Trustees" or the
"Board") of the Trust, to the shareholders of the Portfolio for their use in
obtaining voting instructions from contract owners on the proposal to be
considered at a special meeting (the "Meeting") of shareholders of the Portfolio
scheduled to be held at the offices of SAAMCo, The SunAmerica Center, 733 Third
Avenue, New York, New York 10017, on July 19, 2000 at 10:00 a.m., Eastern time.
The Trustees have fixed the close of business on May 19, 2000 as the record
date (the "Record Date") for determining the number of shares outstanding and
the contract owners entitled to be present at the Meeting and give voting
instructions to the Companies with respect to their respective "portion" of
shares as of the Record Date.
The Trust expects that the solicitation of voting instructions from contract
owners will be made by mail, and solicitation also may be made by telephone
communications from officers or employees of SAAMCo, the Companies, or their
affiliates, who will not receive any compensation therefor from the Trust. In
addition, Shareholders Communications Corporation ("SCC"), a professional proxy
solicitation firm, has been engaged to assist in the solicitation of voting
instructions. In connection with the solicitation of voting instructions, the
Companies will furnish a copy of this Proxy Statement to all contract owners.
<PAGE>
Contract owners may also provide their voting instructions through telephone
touch-tone voting or by fax. Touch-tone voting will require contract holders to
input twelve digit control number which is located on each voting instructions
card. Subsequent to inputting these numbers, contract owners will be prompted to
provide their voting instructions on the proposal. Contract owners will have an
opportunity to review their voting instructions and make any necessary changes
before submitting their voting instructions and terminating their telephone
call.
As the Meeting date approaches, certain contract owners may receive a
telephone call from a representative of SCC if their voting instructions have
not yet been received. Authorization to permit SCC to execute voting
instructions may be obtained by telephonically transmitted instructions from
contract holders. Voting instructions that are obtained telephonically will be
recorded in accordance with procedures set forth below. The Trustees believe
that these procedures are reasonably designed to ensure that the identity of the
contract owner providing the voting instructions is accurately determined and
that the voting instructions of the contract owner are accurately determined.
The cost of this assistance is expected to be approximately $65,000 and will not
be borne by the Trust or the Portfolio.
In all cases where telephonic voting instructions are solicited, the SCC
representative is required to ask for each contract owner's full name, address,
social security or taxpayer identification number, title (if the contract owner
is authorized to act on behalf of an entity, such as a corporation), and the
portion of shares beneficially owned and to confirm that the contract owner has
received the Proxy Statement and voting instructions card in the mail. If the
information solicited agrees with the information provided to SCC, then the SCC
representative has the responsibility to explain the process, read the proposal
listed on the voting instructions card, and ask for the contract owner's
instructions on the proposal. The SCC representative, although permitted to
answer questions about the process, is not permitted to recommend to the
contract owner how to vote, other than to read any recommendation set forth in
the Proxy Statement. The SCC representative will record the contract owner's
instructions on the card. Within 72 hours, SCC will send the contract owner a
letter or mailgram to confirm his or her voting instructions and ask the
contract owner to call 1-800-649-1856 immediately if his or her instructions are
not correctly reflected in the confirmation.
If the contract holder wishes to participate in the Meeting, but does not
wish to give his or her proxy by any of the methods outlined above, the contract
owner may still submit the voting instructions card originally sent with the
Proxy Statement or attend in person. Should contract owners require additional
information regarding the Proxy Statement or replacement voting instructions
cards, they may contact SCC toll-free at 1-800-649-1856. Voting instructions
executed by contract owners may be revoked by (i) a written instrument received
by the Secretary of the Portfolio 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.
2
<PAGE>
The following table sets forth the share ownership of the Portfolio as of
the Record Date:
CAPITAL APPRECIATION PORTFOLIO OF ANCHOR SERIES TRUST
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES
(%) HELD BY (%) HELD BY NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
TOTAL NUMBER SEPARATE ACCOUNTS SEPARATE ACCOUNTS (%) HELD BY (%) HELD BY (%) HELD BY
OF SHARES OF ANCHOR OF FIRST SEPARATE ACCOUNTS SEPARATE ACCOUNTS SEPARATE ACCOUNTS
OUTSTANDING NATIONAL SUNAMERICA OF AIG LIFE OF PRESIDENTIAL OF PHOENIX
--------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
35,261,221.51 902,098.729 9,619.964 14,893.149 99,375.26
(97.17%) (2.49%) (0.03%) (0.04%) (0.27%)
36,287,208.64
</TABLE>
There were no persons who, as of the Record Date, were known to the Trust to
have allocated contributions under Contracts beneficially owned by such person,
such that, upon the pass through of voting rights by a Company, they would have
the right to give voting instructions with respect to more than 5% of the
outstanding shares of the Portfolio. To the knowledge of management, Trustees
and the executive officers of the Trust, both individually and as a group, owned
less than 1% of the outstanding shares of the Trust and the Portfolio as of the
Record Date.
Each Company, as the holder of record shares of the Portfolio, is required
to "pass through" to its contract owners the right to vote shares of the
Portfolio. The Trust expects that each Company will vote 100% of the shares of
the Portfolio held by its respective Separate Account(s). The Companies will
vote shares of the Portfolio for which no instructions have been received in the
same proportion as they vote shares for which they have received instructions.
Abstentions will have the effect of a negative vote on the Proposals. Unmarked
voting instructions from contract owners will be voted in favor of the Proposal.
Each Company, as record shareholder of the Portfolio, may adjourn the Meeting to
the extent permitted by law, if necessary to obtain additional voting
instructions from contract owners. The costs of preparing and distributing to
contract owners additional proxy materials, if required in connection with any
adjournment will be borne by the Subadviser or affiliates of the Subadviser.
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding voting securities of the Portfolio. "Majority" for this purpose
means more than 50% of the outstanding shares of the Portfolio.
All information in the Proxy Statement about Wellington has been provided by
Wellington. All information in the Proxy Statement about SAAMCo has been
provided by SAAMCo. All information in the Proxy Statement about each of the
Companies has been provided by each respective Company.
The Trustees do not know of any other business to be brought before the
Meeting. If any other matters properly come before the Meeting, the proxies
named by the shareholders will vote on such matters in their discretion.
------------------------
3
<PAGE>
APPROVAL OR DISAPPROVAL OF (A) AN AMENDMENT TO
THE INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN THE TRUST AND THE ADVISER AND (B) AN AMENDMENT
TO THE SUBADVISORY AGREEMENT BETWEEN
THE ADVISER AND WELLINGTON
PROPOSAL NO. 1
INTRODUCTION
The Board of Trustees of the Trust is submitting for approval by the
shareholders of the Portfolio (a) an amendment to the investment advisory and
management agreement between the Trust, on behalf of the Portfolio, and the
Adviser (the "Amended Advisory Agreement") that is substantially the same as the
current investment advisory and management agreement between the Trust, on
behalf of the Portfolio, and the Adviser except for a revision in the
breakpoints in the fee payable by the Portfolio to the Adviser (the "Advisory
Fee Amendment"), and (b) an amendment to the subadvisory agreement between the
Adviser and Wellington (the "Amended Subadvisory Agreement") that is
substantially the same as the current subadvisory agreement between the Adviser
and Wellington except for a revision in the breakpoints in the fee payable by
the Adviser to Wellington (the "Subadvisory Fee Amendment" and together with the
Advisory Fee Amendment, the ("Amendments")).
Copies of the Form of Amended Advisory Agreement and Form of Amended
Subadvisory Agreement are annexed hereto as Exhibits A and B, respectively. If
approved by shareholders, the Amendments will take effect as soon as
practicable. The Amendments are part of the same Proposal and will not be voted
on separately by shareholders.
As part of SAAMCo's oversight responsibilities pursuant to its investment
advisory and management agreement with the Trust, SAAMCo evaluates the
Portfolio's performance in comparison to similar mutual funds and other market
information, and oversees the continued performance of the Subadviser. SAAMCo
also makes recommendations to the Trustees as to the appropriate fees to be paid
to the Subadviser to the Trust. At a May 18, 2000 meeting of the Board of
Trustees of the Trust, the Board, including the Trustees who are not "interested
persons" of the Trust, SAAMCo or Wellington (the "Disinterested Trustees"),
unanimously approved, subject to shareholder approval, a subadvisory fee
increase for Wellington with respect to the Portfolio, and a corresponding
increase in the advisory fee payable to SAAMCo so that the amount of advisory
fee retained by SAAMCo would not be reduced to fund the Wellington increase.
In determining to approve the Amendments, the Trustees considered that the
Portfolio has produced first quartile returns for each of the one -, three -,
five - and ten-year periods as measured against similar funds, that the rates
currently charged by Wellington and SAAMCo for subadvisory and advisory services
are lower than the average subadvisory and advisory rates charged to other funds
with a similar investment objective to the Portfolio, the high quality of
investment subadvisory services rendered by Wellington, the recognition achieved
and awards won by the Portfolio while under Wellington's management, the
importance of retaining a successful subadviser and that the proposed increase
would still result in a subadvisory rate that would be lower than the average
subadvisory rate charged to other funds with a similar investment objective to
the Portfolio. The Trustees also considered that although the proposed advisory
fee increase would result in an advisory fee rate above the average advisory
rate charged to other funds with a similar investment objective to the
Portfolio, the Portfolio's total fund expense rate would still remain well below
the average charged to other funds with similar investment objectives. The
Trustees also considered that Wellington had requested such a fee increase and
that the fee increase reflects the rate agreed upon in
4
<PAGE>
arm's length bargaining between the Adviser and Wellington. The Trustees also
considered that the benefits of the increase will predominantly inure to
Wellington and not to SAAMCo as SAAMCo will not retain any material additional
fees; rather practically the entire fee increase will be directed to Wellington.
RECOMMENDATION OF THE BOARD OF TRUSTEES
Based upon the considerations set forth above, the Board of Trustees,
including all of the Disinterested Trustees, unanimously determined that it was
necessary and in the best interests of the Portfolio and its shareholders to
approve the Amendments, and to recommend approval of the Amendments by
shareholders.
PROPOSED AND CURRENT ADVISORY AND SUBADVISORY FEES
The following chart contains the proposed advisory fee to be payable by the
Portfolio to the Adviser pursuant to the Advisory Fee Amendment and the proposed
subadvisory fee to be payable by the Adviser to Wellington pursuant to the
Subadvisory Fee Amendment should shareholders approve the Amendments. In
addition, the chart contains the fees payable under the current investment
advisory and management and subadvisory agreements as currently in effect. Fees
are expressed as annual percentage rates of the average net assets of the
Portfolio.
<TABLE>
<S> <C>
PROPOSED ADVISORY FEE TO THE ADVISER CURRENT ADVISORY FEE TO THE ADVISER
0.750% on first $50 million 0.750% on first $100 million
0.725% on next $50 million 0.675% on next $150 million
0.700% thereafter 0.625% on next $250 million
0.600% thereafter
PROPOSED SUBADVISORY FEE TO WELLINGTON CURRENT SUBADVISORY FEE TO WELLINGTON
0.375% on first $50 million 0.375% on first $50 million
0.275% on next $100 million 0.275% on next $100 million
0.250% thereafter 0.200% on next $350 million
0.150% thereafter
</TABLE>
The following table contains the Portfolio's current fees and expenses that
you may pay if you buy and hold shares of the Portfolio as compared to the fees
and expenses on a pro forma basis that you may pay if you buy and hold shares of
the Portfolio taking into account the Amendments.
PRO FORMA FEE TABLE
<TABLE>
<CAPTION>
CURRENT FEES PRO FORMA FEES
------------ --------------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES (expenses that are
deducted from Portfolio assets)
Management Fees.................................... 0.63% 0.70%
Other Expenses..................................... 0.04% 0.04%
Total Annual Fund Operating Expenses............... 0.67% 0.74%
</TABLE>
5
<PAGE>
EXAMPLE
THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE
PORTFOLIO CURRENTLY WITH THE COST OF INVESTING IN THE PORTFOLIO TAKING INTO
ACCOUNT THE AMENDMENTS.
THIS EXAMPLE ASSUMES THAT YOU INVEST $10,000 IN THE PORTFOLIO FOR THE TIME
PERIODS INDICATED AND THEN REDEEM ALL OF YOUR SHARES AT THE END OF THOSE
PERIODS. THE EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR
AND THAT THE PORTFOLIO'S OPERATING EXPENSES REMAIN THE SAME. ALTHOUGH YOUR
ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD
BE:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Current....................................... $68 $214 $373 $835
Pro Forma..................................... $76 $237 $411 $918
</TABLE>
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR ANNUAL RATES OF RETURN, AND ACTUAL EXPENSES OR ANNUAL RATES OF
RETURN MAY BE MORE OR LESS THAN THOSE ASSUMED FOR PURPOSES OF THE EXAMPLE. THE
ABOVE TABLE DOES NOT REFLECT SEPARATE ACCOUNT EXPENSES, INCLUDING SALES LOAD.
For the fiscal year ended December 31, 1999, the Portfolio paid SAAMCo an
advisory fee of $8,167,469 (an effective annual rate of .63%), of which SAAMCo
paid a subadvisory fee of $2,373,117 to Wellington (an effective annual fee rate
of .18%). Had the rates pursuant to the Amendments been in effect during the
fiscal year ended December 31, 1999, the Portfolio would have paid SAAMCo an
advisory fee of $9,187,047 (an effective annual rate of .70%), of which SAAMCo
would have paid a subadvisory fee of $3,355,195 to Wellington (an effective
annual fee rate of .26%). This amount represents an increase of $1,019,578 (or
approximately 12.48%) over such fees actually paid. Practically the entire fee
increase ($982,078 of $1,019,578) would have been paid to Wellington;
accordingly, the Adviser will not significantly benefit from the change in fee
rates.
INFORMATION ABOUT THE ADVISER
SAAMCO. SAAMCo, which was organized as a Delaware corporation in 1982, is a
wholly owned subsidiary of SunAmerica Inc., which in turn is a wholly owned
subsidiary of American International Group, Inc. ("AIG"), the leading U.S.-based
international insurance organization. AIG, a Delaware corporation, is a holding
company that through its subsidiaries is primarily engaged in a broad range of
insurance and insurance related-activities and financial services in the United
States and abroad. As of May 31, 2000 SAAMCo managed, advised and/or
administered more than $28 billion of assets. The address of SAAMCo is The
SunAmerica Center, 733 Third Avenue, New York, NY 10017-3204. The principal
business address of AIG is 70 Pine Street, New York, New York 10270. SAAMCo is
the investment adviser to other investment companies having similar investment
objectives to the Portfolio as indicated in Exhibit C.
The following chart lists the principal executive officers and directors of
SAAMCo and their principal occupations, if different from their position(s) with
SAAMCo:
<TABLE>
<CAPTION>
POSITION WITH SAAMCO
AND PRINCIPAL OCCUPATION, IF DIFFERENT FROM
NAME POSITION(S) WITH SAAMCO
---- -------------------------------------------
<S> <C>
Peter A. Harbeck President, Director and Chief Executive
Officer
J. Steven Neamtz Executive Vice President
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH SAAMCO
AND PRINCIPAL OCCUPATION, IF DIFFERENT FROM
NAME POSITION(S) WITH SAAMCO
---- -------------------------------------------
<S> <C>
Vorise Midgette Senior Vice President
Suzanne P. Onyskow Senior Vice President
Debbie P. Potash-Turner Senior Vice President and Chief Financial
Officer
Peter C. Sutton Senior Vice President
Jay S. Wintrob Director, SAAMCo; Vice Chairman and
Director of SunAmerica, Inc.; Executive
Vice President and Director of Anchor
National and First SunAmerica
Robert M. Zakem Senior Vice President and General Counsel
</TABLE>
The business address of each of the above listed persons other than
Mr. Wintrob is The SunAmerica Center, 733 Third Avenue, New York, New York
10017-3204. The business address of Mr. Wintrob is 1 SunAmerica Center, Century
City, Los Angeles, California 90067-6022. In addition, Mr. Harbeck also serves
as Trustee and President of the Trust; Mr. Sutton serves as Treasurer of the
Trust; and Mr. Zakem serves as Secretary and Chief Compliance Officer of the
Trust.
INFORMATION ABOUT THE SUBADVISER
The Subadviser of the Portfolio is Wellington, a Massachusetts limited
liability partnership. The principal offices of Wellington are located at 75
State Street, Boston, Massachusetts 02109. Wellington is a professional
investment counseling firm which provides investment services to investment
companies, employee benefit plans, endowments, foundations, and other
institutions. As of March 31, 2000, Wellington had discretionary management
authority with respect to approximately $246 billion of assets. Wellington is
managed by active partners. Wellington is the investment adviser to other
investment companies having a similar objective to the Portfolio as indicated in
Exhibit D.
The names, positions with Wellington and principal occupations of the
persons who are its principal executive officers and its managing and general
partners are as shown below.
The following individuals were managing partners of Wellington as of
March 31, 2000: Laurie A. Gabriel, Duncan M. McFarland, and John Ryan.
The following individuals were general partners and Senior Vice Presidents
of Wellington as of March 31, 2000: Kenneth L. Abrams, Nicholas C. Adams, Rand
L. Alexander, Deborah L. Allinson, James H. Averill, Karl E. Bandtel, Mark J.
Beckwith, Marie-Claude Bernal, William N. Booth, Paul Braverman, Robert A.
Bruno, Maryann E. Carroll, Pamela Dippel, Robert L. Evans, Lisa Finkel, Charles
T. Freeman, Laurie A. Gabriel, John H. Gooch, Nicholas P. Greville, Paul J.
Hamel, Lucius T. Hill, III, Paul D. Kaplan, John C. Keogh, George C. Lodge, Jr.,
Nancy T. Lukitsh, Mark T. Lynch, Christine S. Manfredi, Patrick J. McCloskey,
Earl E. McEvoy, Duncan M. McFarland, Paul M. Mecray III, Matthew E. Megagrel,
James N. Mordy, Diane C. Nordin, Stephen T. O'Brien, Edward P. Owens, Saul J.
Pannell, Thomas L. Pappas, Jonathon M. Payson, Stephen M. Pazuk, Phillip H.
Perelmuter, Robert D. Rands, Eugene E. Record, Jr., James A. Rullo, John R.
Ryan, Joseph H. Schwartz, Theodore Shasta, David W. Scudder, Binkley C. Shorts,
Trond Skramstad, Catherine A. Smith, Stephen A. Soderberg, Eric Stromquist,
7
<PAGE>
Brendan J. Swords, Harriert T. Taggart, Perry M. Traquina, Gene R. Tremblay,
Mary Anne Tynan, Clare Villari, Ernst J. von Metzsch, James L. Walters, Kim
Williams and Frank V. Wisneski.
Robert D. Rands has served as the portfolio manager for the Portfolio since
its inception in 1987.
Each of the above listed persons can be contacted through the principal
offices of Wellington, at 75 State Street, Boston, Massachusetts 02109.
INFORMATION ABOUT THE AMENDED ADVISORY AGREEMENT
As stated above, the Form of Amended Advisory Agreement is annexed to this
Proxy Statement as Exhibit A. Except for the increase in fees payable to SAAMCo
with respect to the Portfolio, as described above, the Amended Advisory
Agreement is identical in all material respects to the existing investment
management and advisory agreement, and provides that SAAMCo shall manage the
affairs of the Portfolio, either by taking such actions itself or by delegating
its duties to a subadviser pursuant to a written subadvisory agreement. Such
duties include continuously providing the Portfolio with investment management,
including investment research, advice and supervision, determining which
securities shall be purchased or sold by the Portfolio and making purchases and
sales of securities on behalf of the Portfolio. In performing such duties,
SAAMCo shall (i) provide such office space, bookkeeping, accounting, clerical,
secretarial and administrative services (exclusive of, and in addition to, any
such service provided by any others retained by the Portfolio and such executive
and other personnel as shall be necessary for the operations of the Portfolio,
(ii) be responsible for the financial and accounting records required to be
maintained by the Portfolio (including those maintained by the Trust's
custodian), (iii) oversee the performance of services provided to the Portfolio
by others, including the custodian, transfer agent, shareholder servicing agent
and subadviser, if any. Under the Amended Advisory Agreement, SAAMCo shall not
be required to pay any other expenses of the Portfolio, including: direct
charges relating to the purchase and sale of portfolio securities, interest
charges, fees and expenses of independent legal counsel and independent
accountants, expenses of registering and qualifying shares for sale, expenses of
printing and distributing reports, notices and proxy materials to shareholders,
fees and disbursements of transfer agents and custodians, expenses of disbursing
dividends and distributions, fees and expenses of Trustees who are not employees
of SAAMCo, Wellington or their affiliates, membership dues in the Investment
Company Institute or any similar organization, all taxes and fees to federal,
state or other governmental agencies, costs of calculating net asset value, and
miscellaneous expenses.
The Portfolio pays its actual expenses for custodian services and a portion
of the custodian's costs determined by the ratio of Portfolio assets to the
total assets of the Trust, brokerage commissions or transaction costs, and
registration fees. Subject to supervision of the Board of Trustees, fees for
independent accountants, legal counsel, costs of reports of notices to
shareholders will be allocated based on the relative net assets of each
Portfolio of the Trust. With respect to audit or legal fees clearly attributable
to one Portfolio of the Trust, they will be assessed, subject to review by the
Board of Trustees, against that Portfolio.
The Amended Advisory Agreement provides that as compensation for its
services, SAAMCo will receive a fee from the Portfolio, computed daily and
payable monthly, based on the net assets of the Portfolio.
Under the terms of the Amended Advisory Agreement, SAAMCo, and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with it shall not be liable to the Portfolio, or to
any other person, for any act or omission by it or for any losses sustained by
the
8
<PAGE>
Portfolio or any other person, except as specified in the 1940 Act or in the
case of willful misfeasance, bad faith, gross negligence or reckless disregard
of obligation or duty thereunder.
If approved by the shareholders, the Amended Advisory Agreement will
continue in effect for a period of two years, and from year to year thereafter
as to the Portfolio for so long as such renewal is specifically approved at
least annually by (i) the vote of a majority of the Board, or by the vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities of
the relevant Portfolio, and (ii) the vote of a majority of the Disinterested
Trustees, cast in person, at a meeting called for the purpose of voting on such
approval. The Amended Advisory Agreement provides that it may be terminated by
either party without penalty upon the specified written notice contained in the
Amended Advisory Agreement. The Amended Advisory Agreement also provides for
automatic termination upon assignment.
The current advisory agreement, which is dated as of January 1, 1999, was
last submitted to the Trustees for their consideration on October 20, 1998, and
was submitted to shareholders of the Portfolio for approval at a meeting held on
December 30, 1998.
INFORMATION ABOUT THE AMENDED SUBADVISORY AGREEMENT
As stated above, the Form of Amended Subadvisory Agreement is annexed to
this Proxy Statement as Exhibit B. Except for the increase in the fees payable
by SAAMCo to Wellington as described above, the Amended Subadvisory Agreement is
identical in all material respects to the Portfolio's existing subadvisory
agreement, and provides that Wellington will manage the investment and
reinvestment of the assets of the Portfolio, subject to the policies of the
Board and oversight and review of SAAMCo, which pays Wellington's fees.
Under the terms of the Amended Subadvisory Agreement, Wellington, and its
officers, directors, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with it, will not be liable to the
Portfolio or its shareholders for any act or omission connected with the
services rendered under the Amended Subadvisory Agreement, except as specified
in the 1940 Act and except where the act or omission results from willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations thereunder.
If approved by the shareholders, the Amended Subadvisory Agreement will
continue in effect for a period of two years, and from year to year thereafter
as to the Portfolio for so long as such renewal is specifically approved at
least annually by (i) the vote of a majority of the Board, or by the vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities of
the Portfolio, and (ii) the vote of a majority of the Disinterested Trustees,
cast in person, at a meeting called for the purpose of voting on such approval.
The Amended Subadvisory Agreement provides that it will terminate in the event
of an assignment (as defined in the 1940 Act) or upon termination of the Amended
Advisory Agreement of the Portfolio. The Amended Subadvisory Agreements may be
terminated by the Trust, the Adviser or the Subadviser upon the specified
written notice contained in the Amended Subadvisory Agreement.
The current subadvisory agreement, which is dated as of January 1, 1999, was
last submitted to the Trustees for their consideration on October 28, 1998, and
was submitted to shareholders of the Portfolio for approval at a meeting held on
December 30, 1998.
9
<PAGE>
BROKERAGE COMMISSIONS
For the fiscal year ended December 31, 1999, the Portfolio paid $1,327,347
in aggregate brokerage commissions, none of which was paid to affiliated
broker-dealers.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 1
------------------------
OTHER MATTERS
The Trustees know of no matters to be presented at the Meeting other than
that specified in the attached Notice of Meeting. However, if any other matters
come before the Meeting, it is intended that the proxies will vote thereon in
their discretion.
GENERAL INFORMATION
SHAREHOLDER PROPOSALS AND SHAREHOLDER MEETINGS
Notwithstanding the approval or disapproval of the Proposal described above,
as in the past, the Board does not intend to hold annual meetings of
shareholders of the Trust. If a shareholder wishes to present a proposal to be
included in the proxy statement for the next meeting of shareholders of the
Trust, such proposal must be received by the Trust a reasonable time before the
solicitation is to be made. The Board will call meetings of shareholders as may
be required under the 1940 Act (such as to approve a new investment advisory
agreement for the Trust) or as they may determine in their discretion. The Board
will call a meeting of shareholders to elect additional Trustees if more than
50% of the Trustees were not elected by shareholders. The Trust's Declaration of
Trust requires the Board to call a meeting of shareholders of the Trust when
requested to do so, in writing, by shareholders holding in the aggregate not
less than 10% of the outstanding shares having voting rights of the Trust. Such
request need specify the purpose for the meeting. Pursuant to Section 16(c) of
the 1940 Act, a meeting requested exclusively for the stated purpose of removing
a Trustee shall be called when requested in writing by shareholders holding in
the aggregate not less than 10% of the outstanding shares.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT ANNUAL AND
SEMI-ANNUAL REPORT TO SHAREHOLDERS TO CONTRACT OWNERS OF THE TRUST. COPIES OF
SUCH REPORTS MAY BE OBTAINED BY CONTACTING THE TRUST IN WRITING AT THE ADDRESS
ON THE COVER OF THIS PROXY STATEMENT, OR BY CALLING 1-800-445-7862.
CONTRACT OWNERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE VOTING
INSTRUCTIONS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.
CONTRACT OWNERS ALSO HAVE THE OPTION TO PROVIDE VOTING INSTRUCTIONS BY CALLING
AN AGENT OF THE TRUST OR CONTRACT HOLDERS MAY PROVIDE VOTING INSTRUCTIONS BY
TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE VOTING INSTRUCTIONS CARD.
Board of Trustees,
Anchor Series Trust
June 20, 2000
10
<PAGE>
EXHIBIT LIST
<TABLE>
<S> <C> <C>
EXHIBIT A -- Form of Amended Subadvisory Agreement Between the Portfolio
and SAAMCo
EXHIBIT B -- Form of Amended Subadvisory Agreement Between SAAMCo and
Wellington
EXHIBIT C -- Other Mutual Funds Advised by SAAMCo with a Similar
Investment Objective to the Portfolio
EXHIBIT D -- Other Mutual Funds Advised by Wellington with a Similar
Investment Objective to the Portfolio
</TABLE>
<PAGE>
EXHIBIT A
FORM OF AMENDED ADVISORY AGREEMENT BETWEEN THE PORTFOLIO AND SAAMCO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of
between ANCHOR SERIES TRUST, a Massachusetts business trust (the "Trust") and
SUNAMERICA ASSET MANAGEMENT CORP., a Delaware corporation (the "Adviser" or
"SAAMCo").
In consideration of the mutual agreements herein made, the parties hereto
agree as follows:
1. THE TRUST'S PORTFOLIOS. The Trust is authorized to issue shares in
separate series, with each series representing interests in a separate portfolio
of securities and other assets, and currently offers shares of the series set
forth in Schedule A attached hereto (the "Portfolios"). It is recognized that
additional Portfolios may be added and certain current Portfolios may be deleted
in the future.
2. DUTIES OF THE ADVISER. The Adviser shall manage the affairs of the
Trust as set forth herein, either by taking such actions itself or by delegating
its duties to a subadviser pursuant to a written subadvisory agreement. Such
duties shall include, 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 and making purchases and sales of securities on behalf of each Portfolio.
The Adviser's management shall be subject to the control of the Trustees of the
Trust (the "Trustees") and in accordance with the objectives, policies and
restrictions for each such Portfolio 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, as well as to the factors
affecting the Trust's status as a regulated investment company under the
Internal Revenue Code of 1986, as amended, (the "Code") and the regulations
thereunder and the status of variable contracts under the diversification
requirements set forth in Section 817(h) of the Code and the regulations
thereunder. In performing such duties, the Adviser shall (i) provide such office
space, 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)
be responsible for the financial and accounting records required to be
maintained by each Portfolio (including those maintained by the Trust's
custodian), (iii) oversee the performance of services provided to each Portfolio
by others, including the custodian, transfer agent, shareholder servicing agent
and subadviser, if any. The Trust acknowledges that the Adviser also acts as the
manager of other investment companies; (iv) together with the assistance of
affiliates, (a) evaluate the subadviser, if any, and advise the Trustees of the
subadviser(s) which the Adviser believes is/are best suited to invest the assets
of each Portfolio, (b) monitor and evaluate the investment performance of each
subadviser employed by the Trust, (c) allocate the portion of each Portfolios'
assets to be managed by each subadviser; and (d) shall recommend changes of or
the addition of subadvisers when appropriate.
The Adviser may delegate certain of its duties under this Agreement with
respect to a Portfolio to a subadviser pursuant to a written agreement, subject
to the approval of the Trustees as required by the Act. The Adviser may, as it
deems necessary or appropriate from time to time, (i) terminate a subadvisory
arrangement with respect to a Portfolio, or a component of the assets thereof,
and engage a new subadviser
A-1
<PAGE>
for such Portfolio, or component thereof, or (ii) amend the agreement between
itself and a subadviser, without obtaining shareholder approval in either case;
PROVIDED, HOWEVER, that any such new subadvisory arrangement or amendment to an
existing arrangement be approved by the Trustees in the manner required by
either Act or order of the Securities and Exchange Commission exempting the
Adviser and the Trust from the provisions of Section 15(a) of the Act relating
to the engagement of subadvisers for the Portfolios. The Adviser is solely
responsible for payment of any fees or other charges to a subadviser arising
from such delegation and the Trust shall have no liability therefor.
3. EXPENSES. The Adviser shall pay all of its expenses arising from the
performance of its obligations under this Agreement and shall pay any salaries,
fees and expenses of the Trustees and any officers of the Trust 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, expenses of printing and distributing reports,
notices and proxy materials to shareholders, expenses of data processing and
related services, shareholder recordkeeping 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 premium dues in the Investment Company Institute, insurance premiums
and extraordinary expenses such as litigation expenses.
4. COMPENSATION. (a) As compensation for services performed and the
facilities and personnel provided by the Adviser under this Agreement, the Trust
will pay to the Adviser, promptly after the end of each month for the services
rendered by the Adviser during the preceding 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.
To the extent required by the laws of any state in which the Trust is
subject to an expense guarantee limitation, if the aggregate expenses of any
Portfolio in any fiscal year exceed the specified expense limitation ratios for
that year (calculated on a daily basis), the Adviser agrees to waive such
portion of its advisory fee in excess of the limitation, but such waiver shall
not exceed the full amount of the advisory fee for such year except as may be
elected by Adviser in its discretion. For this purpose, aggregate expenses of a
Portfolio shall include the compensation of the Adviser and all normal expenses,
fees and charges, but shall exclude interest, taxes, brokerage fees on portfolio
transactions, fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation expenses. In
addition, from time to time the Adviser may waive fees or reimburse expenses
with respect to a Portfolio in order that its expense ratio not exceed a
specified amount as set forth in the Portfolio's prospectus. In the event any
amounts are so waived or contributed by the Adviser to the Trust, the Trust
agrees to reimburse the Adviser, within a two-year period after such waiver, any
expenses waived, provided that such reimbursement does not result in increasing
the Trust's aggregate expenses above the aforementioned expense limitation
ratios.
The Adviser's fee shall be accrued daily at 1/365th of the applicable annual
rate set forth above. For the purpose of accruing compensation, the net assets
of the Portfolio shall be that determined in the manner and on the dates set
forth in the current prospectus of the Trust and, on days on which the net
A-2
<PAGE>
assets are not so determined, the net asset computation to be used shall be as
determined on the next day on which the net assets shall have been determined.
(b) 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. 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 policies
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.
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.
6. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until two years from the date approved by
the Trustees of the Trust in respect of such Portfolio, and from year to year
thereafter so long as such continuance is approved at least annually (i) by the
Trustees by vote cast in person at a meeting called for the purpose of voting on
such renewal, or by the vote of a majority of the outstanding voting securities
(as defined by the Act) of such Portfolio with respect to which renewal is to be
effected, and (ii) by a majority of the non-interested Trustees by vote cast in
person at a meeting called for the purpose of voting on such renewal. Any
approval of this Agreement or the renewal thereof with respect to a Portfolio by
the vote of a majority of the outstanding voting securities of that Portfolio,
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 Portfolio notwithstanding (a) that this Agreement or the renewal
thereof has not been so approved as to any other Portfolio, or (b) that this
Agreement or the renewal thereof has not been so approved by the vote of a
majority of the outstanding voting securities of the Trust as a whole.
7. TERMINATION. This Agreement may be terminated at any time as to a
Portfolio, without payment of any penalty, by the Trustees or by the vote of a
majority of the outstanding voting securities (as defined in the Act) of such
Portfolio on sixty (60) days' written notice to the Adviser. Similarly, the
Adviser may terminate this Agreement without penalty on like notice to the Trust
provided, however, that this Agreement may not be terminated by the Adviser
unless another investment advisory agreement has been approved by the Trust in
accordance with the Act, or after six months' written notice, whichever is
earlier. This Agreement shall automatically terminate in the event of its
assignment (as defined in the Act).
8. REPORTS. The Adviser shall report to the Trustees, or to any committee
or officers of the Trust acting pursuant to the authority of the Trustees, at
such times and in such detail as shall be reasonable and as the Board may deem
appropriate in order to enable the Trust to determine that the investment
policies of each Portfolio are being observed and implemented and that the
obligations of the Adviser under this Agreement are being fulfilled. Any
investment program undertaken by the Adviser pursuant to this Agreement and any
other activities undertaken by the Adviser on behalf of the Trust shall at all
times be subject to any directives of the Trustees or any duly constituted
committee or officer of the Trust acting pursuant to the authority of the
Trustees.
9. RECORDS. The Trust is responsible for maintaining and preserving for
such period or periods as the Securities and Exchange Commission may prescribe
by rules and regulations, such accounts, books and
A-3
<PAGE>
other documents as to constitute the records forming the basis for all reports,
including financial statements required to be filed pursuant to the Act and for
the Trust's auditor's certification relating thereto. The Adviser hereby
undertakes and agrees to maintain in the form and for the periods required by
Rule 31a-2 under the Act, all records relating to the Portfolio's investments
that are required to be maintained pursuant to the requirements of Rule 31a-1 of
the Act.
The Adviser 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'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
Adviser on behalf of each Portfolio shall, at all times, remain the property of
the Trust.
10. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
("disabling conduct") hereunder on the part of the Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Adviser), the Adviser shall not be subject
to liability to the Trust or to any other person 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 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 Act concerning loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services. Except for such disabling conduct or liability under
Section 36(b) of the Act, the Trust shall indemnify the Adviser (and its
officers, directors, agents, employees, controlling persons, shareholders and
any other person or entity affiliated with the Adviser) from any liability
arising from the Adviser's conduct under this Agreement.
Indemnification to the Adviser or any of its personnel or affiliates shall
be made when (A) 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, (B) 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 Act 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, subadvisers 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 such person is entitled to indemnification. Such advance shall
be subject to at least one of the following: (i) the person to be indemnified
shall provide adequate security for his undertaking, (ii) the Trust shall be
insured against losses arising by reason of any lawful advances, or (iii) 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.
11. MISCELLANEOUS. 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.
A-4
<PAGE>
The Declaration of Trust establishing the Trust, 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. Notice is hereby given
that nothing contained herein shall be construed to be binding upon any of the
Trustees, officers, or shareholders of the Trust individually.
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.
<TABLE>
<S> <C> <C>
ANCHOR SERIES TRUST
By:
-----------------------------------------
Peter A. Harbeck
PRESIDENT
SUNAMERICA ASSET MANAGEMENT CORP.
By:
-----------------------------------------
Robert M. Zakem
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
</TABLE>
A-5
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
FEE RATE
PORTFOLIO (AS A % OF AVERAGE DAILY NET ASSET VALUE)
----------------------------------------------------- -----------------------------------------
<S> <C>
Money Market Portfolio .50% first $150 million
.475% next $100 million
.450% next $250 million
.425% thereafter
Government & Quality Bond Portfolio .625% first $200 million
.575% next $300 million
.50% thereafter
Fixed Income Portfolio .625% first $200 million
.575% next $300 million
.50% thereafter
Growth Portfolio .75% first $250 million
.675% next $250 million
.60% thereafter
High Yield Portfolio .70% first $250 million
.575% next $250 million
.50% thereafter
Strategic Multi-Asset Portfolio 1.00% first $200 million
.875% next $300 million
.80% thereafter
Multi-Asset Portfolio 1.00% first $200 million
.875% next $300 million
.80% thereafter
Capital Appreciation Portfolio .75% first $50 million
.725% next $50 million
.70% thereafter
Growth and Income Portfolio .70% first $100 million
.65% next $150 million
.60% next $250 million
.575% thereafter
Foreign Securities Portfolio .90% first $100 million
.825% next $150 million
.75% next $250 million
.70% thereafter
Natural Resources Portfolio .75% net assets
</TABLE>
A-6
<PAGE>
EXHIBIT B
FORM OF AMENDED SUBADVISORY AGREEMENT BETWEEN SAAMCO AND WELLINGTON
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT is dated as of
-------------- by and between SUNAMERICA ASSET MANAGEMENT CORP., a Delaware
corporation (the "Adviser"), and WELLINGTON MANAGEMENT COMPANY, LLP, a
Massachusetts limited liability partnership (the "Subadviser").
WITNESSETH:
WHEREAS, the Adviser and Anchor Series Trust, a Massachusetts business trust
(the "Trust"), have entered into an Investment Advisory and Management Agreement
dated as of January 1, 1999, (the "Advisory Agreement") pursuant to which the
Adviser has agreed to provide investment management, advisory and administrative
services to the Trust; and
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "Act"), as an open-end management investment company and may
issue shares of beneficial interest, par value $.01 per share, in separately
designated portfolios representing separate funds with their own investment
objectives, policies and purposes; and
WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; and
WHEREAS, the Adviser desires to retain the Subadviser to furnish investment
advisory services to the investment portfolio or portfolios of the Trust listed
on Schedule A attached hereto (the "Portfolio(s)"), and the Subadviser is
willing to furnish such services;
NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:
1. DUTIES OF THE SUBADVISER. The Adviser hereby engages the services of
the Subadviser in furtherance of its Investment Advisory and Management
Agreement with the Trust. Pursuant to this Subadvisory Agreement and subject to
the oversight and review of the Adviser, the Subadviser will manage the
investment and reinvestment of a portion of the assets of each Portfolio listed
on Schedule A attached hereto. The Subadviser will determine in its discretion
and subject to the oversight and review of the 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 the Adviser and to officers and Trustees of the Trust
concerning its discharge of the foregoing responsibilities. The Subadviser 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
(a) the objectives, policies, and limitations for the Portfolio(s) set forth in
the Trust's current prospectus and statement of additional information, and
(b) applicable laws and regulations.
The Subadviser represents and warrants to the Adviser that the portion of
assets allocated to it of each of the Portfolios set forth in Schedule A will at
all times be operated and managed (1) in compliance with all applicable federal
and state laws governing its operations and investments; (2) so as not to
jeopardize
B-1
<PAGE>
either the treatment of the variable annuity contracts issued by the separate
account for which the Trust underlies (hereinafter the "Contracts") as annuity
contracts for purposes of the Internal Revenue Code of 1986, as amended (the
"Code"), or the eligibility of the Contracts to qualify for sale to the public
in any state where they may otherwise be sold; and (3) to minimize any taxes
and/or penalties payable by the Trust or such Portfolio. Without limiting the
foregoing, the Subadviser represents and warrants (1) qualification, election
and maintenance of such election by each Portfolio to be treated as a "regulated
investment company" under subchapter M, chapter 1 of the Code, and (2)
compliance with (a) the provisions of the Act and rules adopted thereunder; (b)
the diversification requirements specified in the Internal Revenue Service's
regulations under Section 817(h) of the Code; (c) applicable state insurance
laws; (d) applicable federal and state securities, commodities and banking laws;
and (e) the distribution requirements necessary to avoid payment of any excise
tax pursuant to Section 4982 of the Code. The Subadviser further represents and
warrants that to the extent that any statements or omissions made in any
Registration Statement for the Contracts or shares of the Trust, or any
amendment or supplement thereto, are made in reliance upon and in conformity
with information furnished by the Subadviser expressly for use therein, such
Registration Statement and any amendments or supplements thereto will, when they
become effective, conform in all material respects to the requirements of the
Securities Act of 1933 and the rules and regulations of the Commission
thereunder (the "1933 Act") and the Act and will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Subadviser accepts such employment and agrees, at its own expense, to
render the services set forth herein and to provide the office space,
furnishings, equipment and personnel required by it to perform such services on
the terms and for the compensation provided in this Agreement.
2. PORTFOLIO TRANSACTIONS. The Subadviser is responsible for decisions to
buy or sell securities and other investments for a portion of the assets of each
Portfolio, broker-dealers and futures commission merchants' selection, and
negotiation of brokerage commission and futures commission merchants' rates. As
a general matter, in executing portfolio transactions, the Subadviser may employ
or deal with such broker-dealers or futures commission merchants as may, in the
Subadviser's best judgement, provide prompt and reliable execution of the
transactions at favorable prices and reasonable commission rates. In selecting
such broker-dealers or futures commission merchants, the Subadviser shall
consider all relevant factors including price (including the applicable
brokerage commission, dealer spread or futures commission merchant rate), the
size of the order, the nature of the market for the security or other
investment, the timing of the transaction, the reputation, experience and
financial stability of the broker-dealer or futures commission merchant
involved, the quality of the service, the difficulty of execution, the execution
capabilities and operational facilities of the firm involved, and, in the case
of securities, the firm's risk in positioning a block of securities. Subject to
such policies as the Trustees may determine and consistent with Section 28(e) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Subadviser
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of the Subadviser's
having caused a Portfolio to pay a member of an exchange, broker or dealer an
amount of commission for effecting a securities transaction in excess of the
amount of commission another member of an exchange, broker or dealer would have
charged for effecting that transaction, if the Subadviser determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such member of an exchange,
broker or dealer viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to such Portfolio and to
other clients as to which the Subadviser exercises investment discretion. In
accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and
subject to
B-2
<PAGE>
any other applicable laws and regulations including Section 17(e) of the Act and
Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and
its affiliates or any other subadviser to the Trust and its respective
affiliates, as broker-dealers or futures commission merchants to effect
portfolio transactions in securities and other investments for a Portfolio. The
Subadviser will promptly communicate to the 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 THE SUBADVISER. The Subadviser shall not be entitled to
receive any payment from the Trust and shall look solely and exclusively to the
Adviser for payment of all fees for the services rendered, facilities furnished
and expenses paid by it hereunder. As full compensation for the Subadviser under
this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual
rates set forth in Schedule A hereto with respect to the portion of the assets
managed by the Subadviser for each Portfolio listed thereon. Such fee shall be
accrued daily and paid monthly as soon as practicable after the end of each
month (i.e., the applicable annual fee rate divided by 365 applied to each prior
days' net assets in order to calculate the daily accrual). For purposes of
calculating the Subadviser's fee, the average daily net asset value of a
Portfolio shall mean the average daily net assets for which the Subadviser
actually provides advisory services, and shall be determined by taking an
average of all determinations of such net asset value during the month. If the
Subadviser shall provide its services under this Agreement for less than the
whole of any month, the foregoing compensation shall be prorated.
4. OTHER SERVICES. At the request of the Trust or the Adviser, the
Subadviser 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 the Subadviser and
billed to the Trust or the Adviser at the Subadviser's cost.
5. REPORTS. The Trust, the Adviser and the Subadviser agree to furnish to
each other, if applicable, current prospectuses, statements of additional
information, proxy statements, reports of shareholders, certified copies of
their financial statements, and such other information with regard to their
affairs and that of the Trust as each may reasonably request.
6. STATUS OF THE SUBADVISER. The services of the Subadviser to the Adviser
and the Trust are not to be deemed exclusive, and the Subadviser shall be free
to render similar services to others so long as its services to the Trust are
not impaired thereby. The Subadviser 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. The Subadviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the Act,
all records relating to the investments of the Portfolio(s) that are required to
be maintained by the Trust pursuant to the requirements of Rule 31a-1 of that
Act. Any records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are
prepared or maintained by the Subadviser on behalf of the Trust are the property
of the Trust and will be surrendered promptly to the Trust or the Adviser on
request.
The Subadviser agrees that all accounts, books and other records maintained
and preserved by it 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's auditors, the Trust or any
representative of the Trust, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Trust.
B-3
<PAGE>
8. REFERENCE TO THE SUBADVISER. Neither the Trust nor the Adviser or any
affiliate or agent thereof shall make reference to or use the name of the
Subadviser or any of its affiliates in any advertising or promotional materials
without the prior approval of the Subadviser, which approval shall not be
unreasonably withheld.
9. LIABILITY OF THE SUBADVISER. (a) In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
("disabling conduct") hereunder on the part of the Subadviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the Subadviser) the Subadviser 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
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 Act
concerning loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services. Except for such disabling conduct, the
Adviser shall indemnify the Subadviser (and its officers, directors, partners,
agents, employees, controlling persons, shareholders and any other person or
entity affiliated with the Subadviser) (collectively, the "Indemnified Parties")
from any liability arising from the Subadviser's conduct under this Agreement.
Subadviser hereby indemnifies, defends and protects Adviser and holds Adviser
harmless, from and against any and all liability arising out of Subadviser's
disabling conduct.
(b) The Subadviser agrees to indemnify and hold harmless the Adviser and its
affiliates and each of its directors and officers and each person, if any, who
controls the Adviser within the meaning of Section 15 of the 1933 Act against
any and all losses, claims, damages, liabilities or litigation (including legal
and other expenses), to which the Adviser or its affiliates or such directors,
officers or controlling person may become subject under the 1933 Act, under
other statutes, at common law or otherwise, which may be based upon (i) any
wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure
by the Subadviser to comply with the representations and warranties set forth in
Section 1 of this Agreement; provided, however, that in no case is the
Subadviser's indemnity in favor of any person deemed to protect such other
persons against any liability to which such person would otherwise be subject by
reasons of willful misfeasance, bad faith, or gross negligence in the
performance of his, her or its duties or by reason of his, her or its reckless
disregard of obligation and duties under this Agreement.
(c) The Subadviser shall not be liable to the Adviser for (i) any acts of
the Adviser or any other subadviser to the Portfolio with respect to the portion
of the assets of a Portfolio not managed by Subadviser and (ii) acts of the
Subadviser which result from acts of the Adviser, including, but not limited to,
a failure of the Adviser to provide accurate and current information with
respect to any records maintained by Adviser or any other subadviser to a
Portfolio, which records are not also maintained by or otherwise available to
the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall
manage the portion of the assets of a Portfolio allocated to it as if it was a
separate operating series and shall comply with subsections (a) and (b) of
Section I of this Subadvisory Agreement (including, but not limited to, the
investment objectives, policies and restrictions applicable to a Portfolio and
qualifications of a Portfolio as a regulated investment company under the Code)
with respect to the portion of assets of a Portfolio allocated to Subadviser.
The Adviser shall indemnify the Indemnified Parties from any liability arising
from the conduct of the Adviser and any other subadviser with respect to the
portion of a Portfolio's assets not allocated to Subadviser.
10. PERMISSIBLE INTERESTS. Trustees and agents of the Trust are or may be
interested in the Subadviser (or any successor thereof) as directors, partners,
officers, or shareholders, or otherwise; directors, partners,
B-4
<PAGE>
officers, agents, and shareholders of the Subadviser are or may be interested in
the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or
may be interested in the Trust in some manner.
11. TERM OF THE AGREEMENT. This Agreement shall continue in full force and
effect with respect to each Portfolio until two years from the date hereof, and
from year to year thereafter so long as such continuance is specifically
approved at least annually (i) 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 (ii) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Portfolio voting separately from any other
series of the Trust.
With respect to each Portfolio, this Agreement may be terminated at any
time, without payment of a penalty by the Portfolio or the Trust, by vote of a
majority of the Trustees, or by vote of a majority of the outstanding voting
securities (as defined in the Act) of the Portfolio, voting separately from any
other series of the Trust, or by the Adviser, on not less than 30 nor more than
60 days' written notice to the Subadviser. With respect to each Portfolio, this
Agreement may be terminated by the Subadviser at any time, without the payment
of any penalty, on 90 days' written notice to the Adviser and the Trust;
provided, however, that this Agreement may not be terminated by the Subadviser
unless another subadvisory agreement has been approved by the Trust in
accordance with the Act, or after six months' written notice, whichever is
earlier. Notwithstanding the foregoing, the Subadviser may terminate the
Agreement upon 60 days written notice in the event of a breach of the Agreement
by the Adviser. The termination of this Agreement with respect to any Portfolio
or the addition of any Portfolio to Schedule A hereto (in the manner required by
the Act) shall not affect the continued effectiveness of this Agreement with
respect to each other Portfolio subject hereto. This Agreement shall
automatically terminate in the event of its assignment (as defined by the Act).
This Agreement will also terminate in the event that the Advisory Agreement
by and between the Trust and the Adviser 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.
13. AMENDMENTS. This Agreement may be amended by mutual consent in
writing, but the consent of the Trust must be obtained in conformity with the
requirements of the Act.
14. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York and the applicable provisions of the Act. To
the extent the applicable laws of the State of New York, or any of the
provisions herein, conflict with the applicable provisions of the Act, the
latter shall control.
15. PERSONAL LIABILITY. The Declaration of the Trust establishing the
Trust (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, and, in accordance with that Declaration, 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
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust, but the "Trust Property" only shall be liable.
16. SEPARATE SERIES. Pursuant to the provisions of the Declaration, each
Portfolio is a separate series of the Trust, and all debts, liabilities,
obligations and expenses of a particular Portfolio shall be enforceable only
against the assets of that Portfolio and not against the assets of any other
Portfolio or of the Trust as a whole.
B-5
<PAGE>
17. NOTICES. All notices shall be in writing and deemed properly given
when delivered or mailed by United States certified or registered mail, return
receipt requested, postage prepaid, addressed as follows:
<TABLE>
<S> <C>
Subadviser: Wellington Management Company
75 State Street
Boston, MA 02109
Attention: Mary Ann Tynan
Senior Vice President and
Director of Regulatory Affairs
Adviser: SunAmerica Asset Management Corp.
The SunAmerica Center
733 Third Avenue, Third Floor
New York, NY 10017
Attention: Robert M. Zakem
Senior Vice President and
General Counsel
with a copy to: SunAmerica Inc.
1 SunAmerica Center
Century City
Los Angeles, CA 90067-6022
Attention: Mallary L. Reznik
Associate Counsel
</TABLE>
IN WITNESS WHEREOF, the parties have caused their respective duly authorized
officers to execute this Agreement as of the date first above written.
SUNAMERICA ASSET MANAGEMENT CORP.
By: __________________________________
Name: Peter A. Harbeck
TITLE: PRESIDENT
WELLINGTON MANAGEMENT COMPANY
By: __________________________________
Name: Duncan M. McFarland
TITLE: PRESIDENT AND CEO
B-6
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
FEE RATE
PORTFOLIO (AS A % OF AVERAGE DAILY NET ASSET VALUE)
----------------------------------------------------- -----------------------------------------
<S> <C>
Money Market Portfolio .075% first $500 million
.02% over $500 million
Government and Quality Bond Portfolio .225% first $50 million
.125% next $50 million
.10% over $100 million
Fixed Income Portfolio .225% first $50 million
.125% next $50 million
.10% over $100 million
Growth Portfolio .325% first $50 million
.225% next $100 million
.20% next $350 million
.15% over $500 million
High Yield Portfolio .30% first $50 million
.225% next $100 million
.175% next $350 million
.15% over $500 million
Strategic Multi-Asset Portfolio .30% first $50 million
.20% next $100 million
.175% next $350 million
.15% over $500 million
Multi-Asset Portfolio .25% first $50 million
.175% next $100 million
.15% over $150 million
Capital Appreciation Portfolio .375% first $50 million
.275% next $100 million
.250% thereafter
Growth and Income Portfolio .325% first $50 million
.225% next $100 million
.20% next $350 million
.15% over $500 million
Foreign Securities Portfolio .40% first $50 million
.275% next $100 million
.20% next $350 million
.15% over $500 million
Natural Resources Portfolio .35% first $50 million
.25% next $100 million
.20% next $350 million
.15% over $500 million
</TABLE>
B-7
<PAGE>
EXHIBIT C
OTHER MUTUAL FUNDS ADVISED BY SAAMCO WITH A SIMILAR INVESTMENT OBJECTIVE TO THE
PORTFOLIO
<TABLE>
<CAPTION>
NET ASSETS ANNUAL ADVISORY
(IN MILLIONS) FEE AS A PERCENTAGE
FUND AS OF MAY 31, 2000 OF NET ASSETS
---- ------------------ -------------------------------
<S> <C> <C>
Style Select Series, Inc.
------------------------------------------
Aggressive Growth Portfolio $407.5 1.000% on first $750 million
0.950% on next $750 million
0.900% thereafter
SunAmerica Equity Funds
------------------------------------------
SunAmerica Growth Opportunities Fund $214.2 0.750% on first $350 million
0.700% on next $350 million
0.650% thereafter
SunAmerica New Century Fund $323.5 0.750% on first $350 million
0.700% on next $350 million
0.650% thereafter
SunAmerica Series Trust*
------------------------------------------
Alliance Growth Portfolio $3,008.5 0.700% on first $50 million
0.650% on next $100 million
0.600% on next $150 million
0.550% on next $200 million
0.500% thereafter
Aggressive Growth Portfolio $519.0 0.750% on first $100 million
0.675% on next $150 million
0.625% on next $250 million
0.600% thereafter
</TABLE>
C-1
<PAGE>
EXHIBIT D
OTHER MUTUAL FUNDS ADVISED BY WELLINGTON WITH A SIMILAR INVESTMENT OBJECTIVE TO
THE PORTFOLIO
<TABLE>
<CAPTION>
NET ASSETS
(IN MILLIONS) ANNUAL
OTHER FUND AS OF MAY 31, 2000 FEE RATE*
---------- ------------------- -----------------------------------
<S> <C> <C>
First Investors Life $274.5 0.400% of the first $50 million
Series Growth Fund (a) 0.275% of the next $100 million
0.225% of the next $350 million
0.200% over $500 million
Hartford Capital Appreciation HLS $8,844.6 0.400% of the first $50 million
Fund, Inc. (a) 0.300% of the next $100 million
0.250% of the next $350 million
0.200% over $500 million
The Hartford Capital Appreciation $2,097.4 0.400% of the first $50 million
Fund 0.300% of the next $100 million
0.250% of the next $350 million
0.200% over the $500 million
0.175% over $1 billion
Global Asset Management Capital $107.2 0.90% of the first $25 million
Appreciation Portfolio 0.80% over $25 million
Hartford Canada Funds $10.1 0.40% on the first U.S. $50 million
The Hartford U.S. Capital 0.30% on the next U.S. $100 million
Appreciation Fund (b) 0.250% on the next U.S. $350
million
0.20% over U.S. $500 million
</TABLE>
* Each fund may be subject to voluntary waivers from time to time.
(a) This fund serves as the underlying investment vehicle for a variable annuity
contract or variable life insurance policy.
(b) The fees for this fund are subject to certain waivers during the first 6
months and/or until the fund's assets reach U.S. $10 million.
D-1
<PAGE>
<TABLE>
Anchor Series Trust
Capital Appreciation Portfolio
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
------------------------------------------------------------------------------------------------------------------------------
THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY.
<S> <C> <C> <C>
Vote on Proposal FOR AGAINST ABSTAIN
1. To approve or disapprove with respect to the Capital / / / / / /
Appreciation Portfolio (the "Portfolio"), (a) an amendment to
the investment advisory and management agreement between
Anchor Series Trust and SunAmerica Asset Management Corp.
("SAAMCo") in order to revise the breakpoints in the advisory
fee the Portfolio pays to SAAMCo and (b) an amendment to
the subadvisory agreement between SAAMCo and Wellington
Management Company, LLP ("Wellington") in order to revise
the breakpoints in the subadvisory fee SAAMCo pays to
Wellington; and
2. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
PLEASE SIGN IN BOX BELOW
If a contract is held jointly, each contract owner should sign. If only one signs, his or her signature
will be binding. If the contract owner is a corporation, the President or a Vice President should sign
in his or her own name, indicating title. If the contract owner is a partnership, a partner should sign
in his or her own name, indicating that he or she is a partner.
THIS VOTING INSTRUCTION, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE CONTRACT
HOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL, PLEASE REFER TO THE PROXY
STATEMENT FOR A DISCUSSION OF THE PROPOSAL. ---
---------------------------------------------- ----------------------------------
/ / / / / /
---------------------------------------------- ----------------------------------
Signature (Please sign within box) Date Signature (Joint Owners) Date
<PAGE>
ANCHOR NATIONAL LIFE INSURANCE COMPANY
--------------------------------------
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS
MUST BE RECEIVED BY JULY 18, 2000 TO BE VOTED FOR THE MEETING TO BE HELD ON JULY 19, 2000.
THESE VOTING INSTRUCTIONS ARE SOLICITED BY ANCHOR NATIONAL LIFE INSURANCE COMPANY IN CONNECTION WITH A
SOLICITATION OF PROXIES BY THE TRUSTEES OF ANCHOR SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED
FOR THE CAPITAL APPRECIATION PORTFOLIO, IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF MAY 19, 2000.
The undersigned hereby instructs Anchor National Life Insurance Company to vote the shares of the Capital
Appreciation Portfolio attributable to his or her variable annuity contract at the Special Meeting of
Shareholders to be held at the offices of SunAmerica Asset Management Corp., The SunAmerica Center, 733
Third Avenue, New York, New York 10017 at 10:00 a.m., Eastern Standard Time, July 19, 2000, and any
adjournments thereof, as indicated on the reverse side.
Dated:
<PAGE>
FIRST SUNAMERICA LIFE INSURANCE COMPANY
---------------------------------------
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS
MUST BE RECEIVED BY JULY 18, 2000 TO BE VOTED FOR THE MEETING TO BE HELD ON JULY 19, 2000.
THESE VOTING INSTRUCTIONS ARE SOLICITED BY FIRST SUNAMERICA LIFE INSURANCE COMPANY IN CONNECTION WITH A
SOLICITATION OF PROXIES BY THE TRUSTEES OF ANCHOR SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED
FOR THE CAPITAL APPRECIATION PORTFOLIO, IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF MAY 19, 2000.
The undersigned hereby instructs First SunAmerica Life Insurance Company to vote the shares of the
Capital Appreciation Portfolio attributable to his or her variable annuity contract at the Special
Meeting of Shareholders to be held at the offices of SunAmerica Asset Management Corp. The SunAmerica
Center, 733 Third Avenue, New York, New York 10017 at 10:00 a.m., Eastern Standard Time, July 19, 2000,
and any adjournments thereof, as indicated on the reverse side.
Dated:
<PAGE>
PRESIDENTIAL LIFE INSURANCE COMPANY
-----------------------------------
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS
MUST BE RECEIVED BY JULY 18, 2000 TO BE VOTED FOR THE MEETING TO BE HELD ON JULY 19, 2000.
THESE VOTING INSTRUCTIONS ARE SOLICITED BY PRESIDENTIAL LIFE INSURANCE COMPANY IN CONNECTION WITH A
SOLICITATION OF PROXIES BY THE TRUSTEES OF ANCHOR SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED
FOR THE CAPITAL APPRECIATION PORTFOLIO, IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF MAY 19, 2000.
The undersigned hereby instructs Presidential Life Insurance Company to vote the shares of the Capital
Appreciation Portfolio attributable to his or her variable annuity contract at the Special Meeting of
Shareholders to be held at the offices of SunAmerica Asset Management Corp. The SunAmerica Center, 733
Third Avenue, New York, New York 10017 at 10:00 a.m., Eastern Standard Time, July 19, 2000, and any
adjournments thereof, as indicated on the reverse side.
Dated:
<PAGE>
AIG LIFE INSURANCE COMPANY
--------------------------
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS
MUST BE RECEIVED BY JULY 18, 2000 TO BE VOTED FOR THE MEETING TO BE HELD ON JULY 19, 2000.
THESE VOTING INSTRUCTIONS ARE SOLICITED BY AIG LIFE INSURANCE COMPANY IN CONNECTION WITH A SOLICITATION
OF PROXIES BY THE TRUSTEES OF ANCHOR SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED FOR THE
CAPITAL APPRECIATION PORTFOLIO, IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF MAY 19, 2000.
The undersigned hereby instructs AIG Life Insurance Company to vote the shares of the Capital
Appreciation Portfolio attributable to his or her variable annuity contract at the Special Meeting of
Shareholders to be held at the offices of SunAmerica Asset Management Corp. The SunAmerica Center, 733
Third Avenue, New York, New York 10017 at 10:00 a.m., Eastern Standard Time, July 19, 2000, and any
adjournments thereof, as indicated on the reverse side.
Dated:
<PAGE>
Phoenix Home Life Mutual Insurance Company
------------------------------------------
PLEASE MARK YOUR VOTING INSTRUCTIONS CARD, DATE AND SIGN IT WHERE INDICATED, AND RETURN IT PROMPTLY IN
THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. VOTING INSTRUCTIONS
MUST BE RECEIVED BY JULY 18, 2000 TO BE VOTED FOR THE MEETING TO BE HELD ON JULY 19, 2000.
THESE VOTING INSTRUCTIONS ARE SOLICITED BY PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY IN CONNECTION WITH
A SOLICITATION OF PROXIES BY THE TRUSTEES OF ANCHOR SERIES TRUST. A VOTING INSTRUCTIONS CARD IS PROVIDED
FOR THE CAPITAL APPRECIATION PORTFOLIO, IN WHICH YOUR CONTRACT VALUES WERE INVESTED AS OF MAY 19, 2000.
The undersigned hereby instructs Phoenix Home Life Mutual Insurance Company to vote the shares of the
Capital Appreciation Portfolio attributable to his or her variable annuity contract at the Special
Meeting of Shareholders to be held at the offices of SunAmerica Asset Management Corp. The SunAmerica
Center, 733 Third Avenue, New York, New York 10017 at 10:00 a.m., Eastern Standard Time, July 19, 2000,
and any adjournments thereof, as indicated on the reverse side.
Dated:
</TABLE>
