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EXHIBIT (5)(b)(xii)
AMENDMENT TO
SUBADVISORY AGREEMENT
NASL SERIES TRUST
AMENDMENT made as of this ____ day of ________, 199_ to the
Subadvisory Agreement dated January 4, 1996, as amended June 20, 1996, (the
"Agreement"), between NASL Financial Services, Inc., a Massachusetts
corporation (the "Adviser"), and Founders Asset Management, Inc., a Delaware
corporation (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Providing for the appointment and compensation of the
Subadviser for the new Balanced and Worldwide Growth Portfolios. Section 3 of
the Agreement, "Compensation of Subadviser," is hereby amended by adding an
additional portfolio to Appendix A as follows:
1. Balanced Portfolio: .375% of the first $50,000,000,
.325% between $50,000,000 and $200,000,000, .275% between $200,000,000
and $500,000,000 and .225% on the excess over $500,000,000 of the
average daily value of the net assets of the Portfolio.
2. Worldwide Growth Portfolio: .600% of the first
$50,000,000, .550% between $50,000,000 and $200,000,000, .450% between
$200,000,000 and $500,000,000 and .350% on the excess over
$500,000,000 of the average daily value of the net assets of the
Portfolio.
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains
in full force and effect.
3. EFFECTIVE DATE
This Amendment shall become effective with respect to each
Portfolio on the later of: (i) the date of its execution, (ii) the effective
date of the post-effective amendment to the registration statement of NASL
Series Trust under the Securities Act of 1933 that incorporates with respect to
the Portfolio the terms of the Agreement as amended herein and (iii) the date
of the meeting of shareholders (or sole shareholder if applicable) of the
Portfolio called for the purpose of voting on this Amendment, at which meeting
this Amendment shall have been approved by the vote of a majority of the
outstanding voting securities (as defined in the Investment Company Act of
1940, as amended) of the Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed under seal by their duly authorized officers as of the
date first mentioned above.
NASL FINANCIAL SERVICES, INC.
By:
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Founders Asset Management, Inc.
By:
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