EXHIBIT 99.d(2)
EXHIBIT 23(d)(28)
FORM OF SUB-ADVISORY AGREEMENT ON BEHALF OF WRL MUNDER NET50
OF WRL SERIES FUND, INC.
WRL SERIES FUND
FORM OF SUB-ADVISORY AGREEMENT
BETWEEN
WRL INVESTMENT MANAGEMENT, INC.
AND
MUNDER CAPITAL MANAGEMENT
This Agreement is entered into as of _______ between WRL MANAGEMENT,
INC., a Florida corporation (referred to herein as "WRL Management"), and Munder
Capital Management, a Delaware corporation (referred to herein as "Munder").
WHEREAS, WRL Management entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated as of
___________ with WRL Series Fund, Inc, a Maryland corporation (referred to
herein as the "Fund"), an open-end management investment company registered
under The Investment Company Act of 1940 (the "1940 Act"), on behalf of WRL
Munder ________ (the "Portfolio"), under which WRL Management has agreed, among
other things, to act as investment adviser to the Portfolio.
WHEREAS, the Advisory Agreement provides that WRL Management may engage
a Sub-Adviser to furnish investment information and advice to assist WRL
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Fund.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Munder to WRL Management and the terms and conditions under which such services
will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. SERVICES OF MUNDER. Munder shall act as investment adviser to WRL
Management with respect to the Portfolio. In this capacity, Munder shall have
the following responsibilities:
(a) to provide a continuous investment program for the Portfolio
including management of the acquisition, holding or disposition of
any or all of the securities or other assets which the Portfolio
may own or contemplate acquiring from time to time;
(b) Munder will place orders for the purchase and sale of securities
primarily with or through such persons, brokers or dealers whom it
believes will provide the most favorable price and efficient
execution. Within the framework of this policy, in accordance with
the Advisory Agreement, and in accordance with Section 28(e) of the
Securities & Exchange Act of 1934, Munder may consider the
financial
responsibility, research and investment information and other
services provided by brokers or dealers who may effect or be a
party to any such transaction or other transactions to which
Munder's other clients may be a party. It is understood that it is
desirable for the Portfolio that Munder have access to supplemental
investment and market research and security and economic analysis
provided by brokers who may execute brokerage transactions at a
higher cost to the Portfolio that may result when allocating
brokerage to other brokers solely on the basis of seeking the most
favorable price. Therefore, Munder is authorized to place orders
for the purchase and sale of securities for the Portfolio with such
brokers, subject to review by WRL Management and the Fund's Board
of Directors, from time to time, with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers also may be useful to Munder in connection
with Munder's services to other clients.
On occasions when Munder deems the purchase or sale of a security
to be in the best interest of the Portfolio as well as other
clients of Munder, to the extent permitted by applicable laws and
regulations, Munder may, but shall be under no obligation to,
aggregate the securities to be so purchased or sold in order to
obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, will be made by Munder in the manner it considers to
be the most equitable and consistent with its fiduciary obligations
to the Portfolio and to such other clients.
(c) to cause its officers to attend meetings of WRL Management or the
Fund and furnish oral or written reports, as WRL Management may
reasonably require, in order to keep WRL Management and its
officers and the Directors of the Fund and appropriate officers of
the Fund fully informed as to the condition of the investment
portfolio of the Portfolio, the investment recommendations of
Munder, and the investment considerations which have given rise to
those recommendations;
(d) to furnish such statistical and analytical information and reports
as may reasonably be required by WRL Management from time to time;
and
(e) to supervise the purchase and sale of securities.
2. OBLIGATIONS OF WRL MANAGEMENT. WRL Management shall have the
following obligations under this Agreement:
(a) to keep Munder continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature
of the Portfolio's assets and liabilities from time to time;
(b) to furnish Munder with a certified copy of the Fund's By-laws and
with a certified copy of any financial statement or report prepared
for the Portfolio by certified or independent public accountants,
and with copies of any financial statements or reports made by the
Fund to its shareholders or to any governmental body or securities
exchange;
(c) to promptly furnish Munder with copies of the Fund's current
prospectus and statement of additional information, together with
any investment restrictions or limitations imposed upon the
management of the assets of the Portfolio by the Fund's Board of
Directors or officers, or those imposed by WRL Management, and
copies of any or all Exemptive Orders or no-action letters received
by the Fund from the Securities and Exchange Commission which may
apply to the Portfolio.
(d) to furnish Munder with any further materials or information which
Munder may reasonably request to enable it to perform its functions
under this Agreement;
(e) to compensate Munder for its services provided and the expenses
assumed under this Agreement, by (i) the payment of a monthly fee
as set forth on schedule A attached to this Agreement, as it may be
amended from time to time in accordance with Section 10 below. In
the event that this Agreement shall be effective for only part of a
period to which any such fee received by WRL Management is
attributable, then an appropriate pro-ration of the fee that would
have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the
number of calendar days in such period and the number of calendar
days during the period in which this Agreement was in effect. The
fees payable to Munder hereunder shall be payable upon receipt by
WRL Management from the Portfolio of fees payable to WRL Management
under Section 6 of the Advisory Agreement; and
3. TREATMENT OF INVESTMENT ADVICE. WRL Management may direct Munder to
furnish its investment information, advice and recommendations directly to
officers of the Fund.
4. PURCHASES BY AFFILIATES. Neither Munder nor any of its officers or
Directors shall take a long or short position in the securities issued by the
Portfolio. This prohibition, however, shall not prevent the purchase from the
Portfolio of shares issued by the Portfolio on behalf of the Portfolio by the
officers and Directors of Munder (or deferred benefit plans established for
their benefit) at the current price available to the public, or at such price
with reductions in sales charge as may be permitted in the Fund's current
prospectus in accordance with Section 22(d) of the Investment Company Act of
1940, as amended (the "1940 Act").
5. LIABILITY OF MUNDER. Munder may rely on information provided to it
by WRL Management or the Fund reasonably believed by it to be accurate and
reliable. Except as may otherwise be provided by the 1940 Act, neither Munder
nor its officers, directors, employees or agents shall be subject to any
liability to the Portfolio or any shareholders of the Portfolio or to WRL
Management for any error of judgment, mistake of law or any loss arising out of
any investment or other act or omission in the course of, connected with or
arising out of any service to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
6. COMPLIANCE WITH LAWS. Munder represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Munder will act in conformity with the
Fund's Articles of Incorporation, Bylaws, and current prospectus and with the
instructions and direction of WRL Management and Fund's Directors, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
7. TERMINATION. This Agreement shall terminate automatically with
respect to the Portfolio upon the termination of the Advisory Agreement with
respect to such Portfolio. This Agreement may be terminated at any time with
respect to the Portfolio, without penalty, by WRL Management or by the Fund's
Board by giving 60 days' written notice of such termination to Munder at its
principal place of business, provided that, if terminated by the Fund, such
termination is approved by the Board of Directors of the Fund or by vote of a
majority of the outstanding voting securities (as that phrase is defined in
Section 2(a)(42) of the 0000 Xxx) of the Portfolio, or per the terms of the
exemptive order - Release No. 23379 - under section 6(c) of the Act from section
15(a) and rule 18f-2 under the Act. This Agreement may be terminated at any time
by Munder by giving 60 days' written notice of such termination to the Fund's
Board and WRL Management at their respective principal places of business.
8. ASSIGNMENT. This Agreement shall terminate automatically in the
event of any assignment (as that term is defined in Section 2(a)(4) of the 0000
Xxx) of this Agreement.
9. TERM. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, for an initial term ending ___________,
and shall continue in effect from year to year thereafter so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Directors of WRL who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 0000 Xxx) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Directors of the Fund or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
10. AMENDMENTS. This Agreement may be amended with respect to the
Portfolio
only with the approval by the affirmative vote of a majority of the
outstanding voting securities (as that phrase is defined in Section 2(a)(42) of
the 0000 Xxx) of such Portfolio and the approval by the vote of a majority of
the Directors of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 0000 Xxx) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
such amendment, unless otherwise permitted by the 1940 Act.
11. PRIOR AGREEMENTS. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
12. MISCELLANEOUS
(a) Munder shall not be required to pay any expenses of the Portfolio.
In particular, but without limiting the generality of the foregoing, Munder
shall not be responsible for the following expenses of the Portfolio:
organization and certain offering expenses of the Portfolio, legal expenses;
auditing and accounting expenses; interest expenses; telephone, telex,
facsimile, postage and other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by or with respect to the Portfolio in
connection with membership in investment company trade organization; costs of
insurance relating to fidelity coverage for the Fund's officers and employees;
fees and expenses of the Fund's custodian, any subcustodian, transfer agent
registrar, or dividend disbursing agent; maintaining the Fund's financial books
and records and calculating the daily net asset value; other payments for
portfolio pricing or valuation services to pricing agents, accountants, bankers
and other specialists, if any; expenses of preparing share certificates; other
expenses in connection with the issuance, offering, distribution, sale or
redemption of securities issued by the Portfolio; expenses relating to investor
and public relations; expenses of registering and qualifying shares of the
Portfolio for sale; freight, insurance and other charges in connection with the
shipment of the Portfolio's portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities or other assets of
the Portfolio, or of entering into other transactions or engaging in any
investment practices with respect to the Portfolio; expenses of printing and
distributing prospectuses, Statements of Additional Information, reports,
notices and dividends to stockholders; costs of stationery; any litigation
expenses; and costs of stockholders' meetings; costs relating to meetings of the
Board of Directors of the Fund except for travel expenses for representatives of
Munder to the extent that such expenses relate to attendance at meetings of the
Board of Directors of the Fund with respect to matters concerning the Portfolio,
or any committees thereof or advisers thereto.
(b) It is understood that the services of Munder are not exclusive,
and that nothing in this Agreement shall prevent Munder from providing similar
services to other investment companies or to other series of investment
companies, or from engaging in other activities, provided such other services
and activities do not, during the term of the
Agreement, interfere in a material manner with Munder's ability to meet its
obligations to the Portfolio hereunder. When Munder recommends the purchase or
sale of the same security for the Portfolio, it is understood that in light of
its fiduciary duty to the Portfolio, such transactions will be executed on a
basis that is fair and equitable to the Portfolio. In connection with purchases
or sales of portfolio securities for the account of the Portfolio, neither
Munder nor any of its directors, officers or employees shall act as principal or
agent or receive any commission, provided that portfolio transactions for the
Portfolio may be executed through firms affiliated with Munder in accordance
with applicable legal requirements, and procedures adopted by the Directors of
the Fund.
(c) During the term of this Agreement, WRL Management agrees to
furnish Munder, at is principal office, all prospectuses, proxy statements,
reports to shareholders, sales literature or other materials prepared for
distribution to shareholders of the Portfolio, the Fund or the public that refer
to Munder or its clients in any way.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: MUNDER CAPITAL MANAGEMENT
______________________________ By:_____________________________
Secretary Title:
ATTEST: WRL MANAGEMENT, INC.
______________________________ By:_________________________________
Xxxx X. Xxxxxx, Esq. Xxxx X. Xxxxxx
Vice President, Compliance Officer and Chairman, Director & President
Assistant Secretary
Sub-Advisory Agreement
SCHEDULE A
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FUND ANNUAL PERCENTAGE OF MONTHLY AVERAGE TERMINATION DATE
DAILY NET ASSETS
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WRL MUNDER _________ 0.65% of the first $1 Billion of the ________
Portfolio's average daily net assets;
0.60% of assets in excess of $1
Billion
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