AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 2 TO SUBADVISORY
AGREEMENT (the "Amendment") is effective as of June 6, 2017, by
and between SUNAMERICA ASSET MANAGEMENT, LLC, a
Delaware limited liability company (the "Adviser"), and PRINCIPAL
GLOBAL INVESTORS, LLC (as successor in interest to Edge Asset
Management, Inc., formerly WM Advisors, Inc.), a Washington
corporation (the "Subadviser").
WITNESSTH:
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, as amended from time to time, pursuant to which the Adviser has
agreed to provide investment management, advisory and administrative
services to the Trust, and pursuant to which the Adviser may delegate
one or more of its duties to a subadviser pursuant to a written
subadvisory agreement; and
WHEREAS, the Adviser and the Subadviser are parties to that
certain Subadvisory Agreement dated December 31, 2006, as amended
March 6, 2007 (the "Subadvisory Agreement"), with respect to the Trust;
and
WHEREAS, the Subadviser merged with and into its affiliate,
Principal Global Investors, LLC ("PGI"), on or about May 1, 2017, and
pursuant to the terms thereof, PGI will be the surviving company; and
WHEREAS, under the circumstances, the merger will not
constitute an assignment of the Subadvisory Agreement for purposes of
Section 15(a)(4) of the Investment Company Act of 1940, as amended;
and
WHEREAS, the parties hereto desire to amend the Subadvisory
Agreement to reflect that PGI will be the party to the agreement
subsequent to the merger described above.
NOW, THEREFORE, in consideration of the mutual promises
set forth herein, SunAmerica and the Subadviser agree as follows:
1. References to the Subadviser. All references to "Edge
Asset Management, Inc.," its predecessor, or any
abbreviation thereof, are hereby deleted and replaced
with "Principal Global Investors, LLC."
2. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall be an
original and all of which together shall constitute one
instrument.
3. Full Force and Effect. Except as expressly
supplemented, amended or consented to hereby, all of
the representations, warranties, terms, covenants and
conditions of the Subadvisory Agreement shall remain
unchanged and shall continue to be in full force and
effect.
4. Miscellaneous. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the
Subadvisory Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first above written.
SUNAMERICA ASSET MANAGEMENT, LLC
PRINCIPAL GLOBAL INVESTORS, LLC
By: /s/ XXXXX X. XXXXXXX By: /s/
XXXXXXXXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxx Name:
Xxxxxxxxxxx X. Xxxxxxxxx
President & CEO Title: Vice
President and Associate General Counsel
By: /s/
XXXXXX X.
POSPISL
Name:
Xxxxxx X. Xxxxxxxx
Title:
Assistant General
Counsel
20989871.3DRAFT
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