EXHIBIT (D)(2)(C)
AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
This AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT (the "Amendment") is
effective as of March 6, 2007 by and between AIG SUNAMERICA ASSET MANAGEMENT
CORP., a Delaware corporation (the "Adviser"), and EDGE ASSET MANAGEMENT, INC.
(formerly WM Advisors, Inc.), a Washington corporation (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, as amended from time to time (the
"Advisory Agreement"), pursuant to which the Adviser has agreed to provide
investment management, advisory and administrative services to the Trust, and
pursuant to it 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 Subadviser are parties to that certain Subadvisory
Agreement dated December 31, 2006, with respect to the Trust; and
WHEREAS, the parties wish to amend the Subadvisory Agreement as set forth
below; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:
1. Section 2(a) of the Subadvisory Agreement is amended to delete the
underlined portion of the following sentence contained therein:
In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T)
thereunder, and subject to 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, provided,
however, that for each Portfolio the average annual percentage of portfolio
transactions which are engaged in with the Subadviser's affiliates, the
Adviser and its affiliates or any other subadviser to the Trust and its
respective affiliates, may not exceed 25% of the Portfolio's total
transactions in securities and other investments during the Trust's fiscal
year.
2. The following new paragraph shall be added to the Subadvisory Agreement:
18. CONFIDENTIALITY. The Subadviser will not disclose or use any
records or information obtained pursuant to this Agreement in any manner
whatsoever except as expressly authorized in this Agreement, as agreed to
in writing by the Adviser, or as reasonably required to execute
transactions on behalf of the Portfolios, and will keep confidential any
non-public information obtained directly as a result of this service
relationship, and the Subadviser shall disclose such non-public information
only if the Adviser or the Board of Trustees has authorized such disclosure
by prior written consent, or if such information is or hereafter otherwise
is known by the Subadviser or has been disclosed, directly or indirectly,
by the Adviser or the Trust to others, becomes ascertainable from public or
published information or trade sources, or if such disclosure is expressly
required or requested by applicable federal or state regulatory
authorities, self regulatory organizations, or pursuant to any order,
decree, judgment, subpoena, notice of discovery or similar request, or to
the extent such disclosure is necessary for employees of the Subadviser to
carry out its duties on behalf of the Portfolio(s) as contemplated by this
Agreement. Notwithstanding the foregoing, the Subadviser may disclose the
total return earned by the Portfolios and may include such total return in
the calculation of composite performance information.
3. 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.
4. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms,
covenants, and conditions of the Agreement shall remain unchanged and shall
continue to be in full force and effect.
5. MISCELLANEOUS. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Subadvisory Agreement.
IN WITNESS WHEREOF, the parties have caused their respective duly
authorized officers to execute this Amendment as of the date first above
written.
AIG SUNAMERICA ASSET MANAGEMENT CORP. EDGE ASSET MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Title: President
Officer
