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EXHIBIT 99.B5(A)(4)
NASL SERIES TRUST
AMENDMENT TO ADVISORY AGREEMENT
AMENDMENT made this 31st day December, 1996, to the Advisory Agreement
dated January 1, 1996, as amended June 20, 1996 and October 1, 1996 between NASL
Series Trust, a Massachusetts business trust (the "Trust") and NASL Financial
Services, Inc., a Massachusetts corporation ("NASL Financial" or the "Adviser").
In consideration of the mutual covenants contained herein, the parties agree as
follows:
1. CHANGE IN APPENDIX A
Appendix A to this Agreement is revised to reflect the appointment and
compensation of NASL Financial as investment adviser for the additional
portfolios (the "Portfolios") as set forth in Appendix A to this
Amendment.
2. CHANGE IN APPENDIX B
Appendix B to this Agreement is revised to include the Portfolios as
set forth in Appendix B to this Amendment.
3. CHANGE IN SECTION 2 "DUTIES OF THE ADVISER'
Section 2 "Duties of the Adviser" is amended to add the following:
"With respect to the Lifestyle Trusts (the "fund of funds"), the
Adviser may elect to manage the investments and determine the
composition of the assets of a Lifestyle Trust, subject to the approval
of the Trustees of the Trust."
4. 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.
NASL SERIES TRUST
BY:______________________
NASL FINANCIAL SERVICES, INC.
BY:______________________
BY:______________________
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APPENDIX A
1. Global Equity Trust: .90% of the current net assets of the Portfolio.
2. Blue Chip Growth Trust: .925% of the current net assets of the
Portfolio.
3. Equity Trust: .75% of the current net assets of the Portfolio.
4. Equity-Income Trust: .80% of the current net assets of the Portfolio.
5. Growth and Income Trust: .75% of the current net assets of the
Portfolio.
6. Strategic Bond Trust: .775% of the current net assets of the Portfolio.
7. Global Government Bond Trust: .80% of the current net assets of the
Portfolio.
8. Investment Quality Bond Trust: .65% of the current net assets of the
Portfolio.
9. U.S. Government Securities Trust: .65% of the current net assets of the
Portfolio.
10. Money Market Trust: .50% of the current net assets of the Portfolio.
11. Aggressive Asset Allocation Trust: .75% of the current net assets of
the Portfolio.
12. Moderate Asset Allocation Trust: .75% of the net assets of the
Portfolio.
13. Conservative Asset Allocation Trust: .75% of the net assets of the
Portfolio.
14. International Growth and Income Trust: .95% of the net assets of the
Portfolio.
15. Small/Mid Cap Trust: 1.0% of the net assets of the Portfolio.
16. International Small Cap Trust: 1.10% of the net assets of the
Portfolio.
17. Growth Trust: .85% of the net assets of the Portfolio.
18. Value Trust: .80% of the current net assets of the Portfolio.
19. High Yield Trust: .775% of the current net assets of the Portfolio.
20. International Stock Trust: 1.05% of the current net assets of the
Portfolio.
21. Science & Technology Trust: 1.10% of the current net assets of the
Portfolio.
22. Balanced Trust: .80% of the current net assets of the Portfolio.
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23. Worldwide Growth Trust: 1.00% of the current net assets of the
Portfolio.
24. Emerging Growth Trust: 1.05% of the current net assets of the
Portfolio.
25. Pilgrim Xxxxxx Growth Trust: 1.05% of the current net assets of the
Portfolio.
26. Pacific Rim Emerging Markets Trust: .85% of the current net assets of
the Portfolio.
27. Real Estate Securities Trust: .70% of the current net assets of the
Portfolio.
28. Capital Growth Bond Trust: .65% of the current net assets of the
Portfolio.
29. Equity Index Trust: .25% of the current net assets of the Portfolio.
30. Common Stock Trust: .70% of the current net assets of the Portfolio.
31. Lifestyle Conservative 280 Trust: 0% of the current net assets of the
Portfolio.
32. Lifestyle Moderate 460 Trust: 0% of the current net assets of the
Portfolio.
33. Lifestyle Balanced 640 Trust: 0% of the current net assets of the
Portfolio.
34. Lifestyle Growth 820 Trust: 0% of the current net assets of the
Portfolio.
35. Lifestyle Aggressive 1000 Trust: 0% of the current net assets of the
Portfolio.
The Percentage Fee for each Portfolio shall be accrued for each
calendar day and the sum of the daily fee accruals shall be payable monthly to
the Adviser. The daily fee accruals will be computed by multiplying the fraction
of one over the number of calendar days in the year by the applicable annual
rate described in the preceding paragraph, and multiplying this product by the
net assets of the Portfolio as determined in accordance with the Trust's
prospectus and statement of additional information as of the close of business
on the previous business day on which the Trust was open for business.
If this Agreement becomes effective or terminates before the end of any
month, the fee for the period from the effective date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
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APPENDIX B
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The Expense Limit for each Portfolio for the purposes of paragraph 2.d.i(C)
shall be .50% for each Portfolio except the following:
Portfolio Percent
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Global Equity Trust .75%
Global Government Bond Trust .75%
International Growth and Income Trust .75%
International Small Cap Trust .75%
International Stock Trust .75%
Worldwide Growth Trust .75%
Pacific Rim Emerging Markets Trust .75%
Equity Index Trust .15%
Lifestyle Conservative 280 Trust No expense limit is applicable
Lifestyle Moderate 460 Trust No expense limit is applicable
Lifestyle Balanced 640 Trust No expense limit is applicable
Lifestyle Growth 820 Trust No expense limit is applicable
Lifestyle Aggressive 1000 Trust No expense limit is applicable
