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EXHIBIT (5)(b)(xvii)
NASL SERIES TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this ____ day of _______, 1996, between NASL
Financial Services, Inc., a Massachusetts corporation ("NASL Financial" or the
"Adviser"), and Warburg Pincus Counsellors, Inc., a __________ Corporation (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to,
and, subject to the supervision of the Trustees of NASL Series Trust (the
"Trust") and the terms of this Agreement, to manage the investment and
reinvestment of the assets of the Portfolios specified in Appendix A to this
Agreement as it shall be amended by the Adviser and the Subadviser from time to
time (the "Portfolios"). The Subadviser will be an independent contractor and
will have no authority to act for or represent the Trust or Adviser in any way
except as expressly authorized in this Agreement or another writing by the
Trust and Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. Subject always to the direction and control of the Trustees of
the Trust, the Subadviser will manage the investments and
determine the composition of the assets of the Portfolios in
accordance with the Portfolios' registration statement, as
amended. In fulfilling its obligations to manage the
investments and reinvestments of the assets of the Portfolios,
the Subadviser will:
i. obtain and evaluate pertinent economic, statistical,
financial and other information affecting the economy
generally and individual companies or industries the
securities of which are included in the Portfolios or
are under consideration for inclusion in the
Portfolios;
ii. formulate and implement a continuous investment
program for each Portfolio consistent with the
investment objectives and related investment policies
for each such Portfolio as described in the Trust's
registration statement, as amended;
iii. take whatever steps are necessary to implement these
investment programs by the purchase and sale of
securities including the placing of orders for such
purchases and sales;
iv. regularly report to the Trustees of the Trust with
respect to the implementation of these investment
programs; and
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v. provide assistance to the Trust's Custodian regarding
the fair value of securities held by the Portfolios
for which market quotations are not readily
available.
b. The Subadviser, at its expense, will furnish (i) all necessary
investment and management facilities, including salaries of
personnel required for it to execute its duties faithfully,
and (ii) administrative facilities, including bookkeeping,
clerical personnel and equipment necessary for the efficient
conduct of the investment affairs of the Portfolios (excluding
determination of net asset value and shareholder accounting
services).
c. The Subadviser will select brokers and dealers to effect all
transactions subject to the following conditions: The
Subadviser will place all orders with brokers, dealers, or
issuers, and will negotiate brokerage commissions if
applicable. The Subadviser is directed at all times to seek
to execute brokerage transactions for the Portfolios in
accordance with such policies or practices as may be
established by the Trustees and described in the Trust's
registration statement as amended. The Subadviser may pay a
broker-dealer which provides research and brokerage services a
higher spread or commission for a particular transaction than
otherwise might have been charged by another broker-dealer, if
the Subadviser determines that the higher spread or commission
is reasonable in relation to the value of the brokerage and
research services that such broker-dealer provides, viewed in
terms of either the particular transaction or the Subadviser's
overall responsibilities with respect to accounts managed by
the Subadviser. The Subadviser may use for the benefit of the
Subadviser's other clients, or make available to companies
affiliated with the Subadviser or to its directors for the
benefit of its clients, any such brokerage and research
services that the Subadviser obtains from brokers or dealers.
d. On occasions when the Subadviser deems the purchase or sale of
a security to be in the best interest of the Portfolio as well
as other clients of the Subadviser, the Subadviser to the
extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to
be purchased or sold to attempt to obtain a more 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 the Subadviser in the manner the Subadviser
considers to be the most
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equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients.
e. The Subadviser will maintain all accounts, books and records
with respect to the Portfolios as are required of an
investment adviser of a registered investment company pursuant
to the Investment Company Act of 1940 (the "Investment Company
Act") and Investment Advisers Act of 1940 (the "Investment
Advisers Act") and the rules thereunder.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser with respect to each
Portfolio the compensation specified in Appendix A to this Agreement.
4. LIABILITY OF SUBADVISER
Neither the Subadviser nor any of its employees shall be
liable to the Adviser or Trust for any loss suffered by the Adviser or Trust
resulting from any error of judgment made in the good faith exercise of the
Subadviser's investment discretion in connection with selecting Portfolio
investments except for losses resulting from willful misfeasance, bad faith or
gross negligence of, or from reckless disregard of, the duties of the
Subadviser or any of its partners or employees; and neither the Subadviser nor
any of its employees shall be liable to the Adviser or Trust for any loss
suffered by the Adviser or Trust resulting from any other matters to which this
Agreement relates (i.e., those other matters specified in Sections 2 and 8 of
this Agreement), except for losses resulting from willful misfeasance, bad
faith, or gross negligence in the performance of, or from disregard of, the
duties of the Subadviser or any of its partners or employees.
5. SUPPLEMENTAL ARRANGEMENTS
The Subadviser may enter into arrangements with other persons
affiliated with the Subadviser to better enable it to fulfill its obligations
under this Agreement for the provision of certain personnel and facilities to
the Subadviser.
6. CONFLICTS OF INTEREST
It is understood that trustees, officers, agents and
shareholders of the Trust are or may be interested in the Subadviser as
trustees, officers, partners or otherwise; that directors, officers, agents and
partners of the Subadviser are or may be interested in the Trust as trustees,
officers, shareholders or otherwise; that the Subadviser may be interested in
the Trust; and that the existence of any such dual interest shall not affect
the validity hereof or of any transactions hereunder except as otherwise
provided in the Agreement and Declaration of Trust of the Trust and the
Certificate of
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Incorporation of the Subadviser, respectively, or by specific provision of
applicable law.
7. REGULATION
The Subadviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services provided pursuant
to this Agreement any information, reports or other material which any such
body by reason of this Agreement may request or require pursuant to applicable
laws and regulations.
8. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective with respect to each
Portfolio on the later of (i) its execution, (ii) the effective date of the
registration statement of the Portfolio and (iii) with respect to each
Portfolio except the Value Equity and Blue Chip Growth Portfolios, the date of
the meeting of the shareholders of the Portfolio, at which meeting this
Agreement is approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of the Portfolio. The
Agreement will continue in effect for a period more than two years from the
date of its execution only so long as such continuance is specifically approved
at least annually either by the Trustees of the Trust or by a majority of the
outstanding voting securities of each of the Portfolios, provided that in
either event such continuance shall also be approved by the vote of a majority
of the Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act) of shares of that Portfolio votes to approve the
Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the Agreement or (b) all the
portfolios of the Trust.
If the shareholders of any Portfolio fail to approve the
Agreement or any continuance of the Agreement, the Subadviser will continue to
act as investment subadviser with respect to such Portfolio pending the
required approval of the Agreement or its continuance or of any contract with
the Subadviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Subadviser in respect of such
Portfolio during such period is in compliance with Rule 15a-4 under the
Investment Company Act.
This Agreement may be terminated at any time, without the
payment of any penalty, by the Trustees of the Trust, by the
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vote of a majority of the outstanding voting securities of the Trust, or with
respect to any Portfolio by the vote of a majority of the outstanding voting
securities of such Portfolio, on sixty days' written notice to the Adviser and
the Subadviser, or by the Adviser or Subadviser on sixty days' written notice
to the Trust and the other party. This agreement will automatically terminate,
without the payment of any penalty, in the event of its assignment (as defined
in the Investment Company Act) or in the event the Advisory Agreement between
the Adviser and the Trust terminates for any reason.
9. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of
the occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser
under the Investment Advisers Act or under the laws of any
jurisdiction in which the Subadviser is required to be
registered as an investment adviser in order to perform its
obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any
action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, public board or body,
involving the affairs of the Trust; and
c. any change in actual control or management of the Subadviser
or the portfolio manager of any Portfolio.
10. SERVICES TO OTHER CLIENTS
The Adviser understands, and has advised the Trust's Board of
Trustees, that the Subadviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts and as investment
adviser or subadviser to other investment companies. Further, the Adviser
understands, and has advised the Trust's Board of Trustees that the Subadviser
and its affiliates may give advice and take action for its accounts, including
investment companies, which differs from advice given on the timing or nature
of action taken for the Portfolio. The Subadviser is not obligated to initiate
transaction for the Portfolio in any security which the Subadviser, its
principals, affiliates or employees may purchase or sell for their own accounts
or other clients.
11. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such
amendment is specifically approved by the vote of a majority of the outstanding
voting securities of each of the Portfolios affected by the amendment and by
the vote of a majority of the Trustees of the Trust who are not interested
persons of any party
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to this Agreement cast in person at a meeting called for the purpose of voting
on such approval. The required shareholder approval shall be effective with
respect to any Portfolio if a majority of the outstanding voting securities of
that Portfolio vote to approve the amendment, notwithstanding that the
amendment may not have been approved by a majority of the outstanding voting
securities of (a) any other Portfolio affected by the amendment or (b) all the
portfolios of the Trust.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and
agreement of the parties.
13. HEADINGS
The headings in the sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part hereof.
14. NOTICES
All notices required to be given pursuant to this Agreement
shall be delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this paragraph.
15. SEVERABILITY
Should any portion of this Agreement for any reason be held to
be void in law or in equity, the Agreement shall be construed, insofar as is
possible, as if such portion had never been contained herein.
16. GOVERNING LAW
The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of The Commonwealth of Massachusetts,
or any of the applicable provisions of the Investment Company Act. To the
extent that the laws of The Commonwealth of Massachusetts, or any of the
provisions in this Agreement, conflict with applicable provisions of the
Investment Company Act, the latter shall control.
17. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust dated September 28,
1988, a copy of which, together with all amendments thereto (the
"Declaration"), is on file in the office of the Secretary of The Commonwealth
of Massachusetts, provides that the name "NASL Series Trust" refers to the
Trustees under the Declaration
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collectively as Trustees, but not as individuals or personally; and no Trustee,
shareholder, officer, employee or agent of the Trust shall be held to any
personal liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim, in connection with the affairs of the
Trust or any portfolio thereof, but only the assets belonging to the Trust, or
to the particular portfolio with which the obligee or claimant dealt, shall be
liable.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed under seal by their duly authorized officers as of the
date first mentioned above.
[SEAL] NASL Financial Services, Inc.
by:
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[SEAL] Warburg Pincus Counsellors, Inc.
by:
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APPENDIX A
The Subadviser shall serve as investment subadviser for the
following portfolio of the Trust. The Adviser will pay the Subadviser, as full
compensation for all services provided under this Agreement, the fee computed
separately for each such Portfolio at an annual rate as follows (the
"Subadviser Percentage Fee"):
Emerging Growth Portfolio: .55% of the first $50,000,000,
.55% between $50,000,000 and $200,000,000, .55% between
$200,000,000 and $500,000,000 and .55% on the excess over
$500,000,000 of the current value of the net assets of the
Portfolio;
The Subadviser Percentage Fee for each Portfolio shall be
accrued for each calendar day and the sum of the daily fee accruals shall be
paid monthly to the Subadviser. 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 (if any) 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.
