Exhibit D(5)(b)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, entered into this 29th day of April, 1999 between
Northwestern Mutual Series Fund, Inc., a Maryland corporation (the "Fund"),
Northwestern Mutual Investment Services, LLC, a Wisconsin limited liability
company ("NMIS") and The Northwestern Mutual Life Insurance Company, a Wisconsin
life insurance company ("Northwestern Mutual Life") (NMIS and Northwestern
Mutual Life being hereinafter collectively referred to as the "Manager").
WHEREAS, the Fund is a series company as contemplated by the Investment
Company Act of 1940 and currently has nine portfolios, each of which is
represented by a separate class of capital stock, and one of which is subject to
this agreement: Small Cap Growth Stock Portfolio (the "Portfolio"); and
WHEREAS, the Fund and Manager wish to enter into an agreement setting
forth the terms on which the Manager will perform certain services for the Fund
and the Portfolio.
NOW, THEREFORE, it is mutually agreed as follows:
1. The Fund hereby employs the Manager to manage the investment and
reinvestment of the assets of the Portfolio, to determine the composition of the
assets of the Portfolio, including the purchase, retention or sale of the
securities and cash contained in the Portfolio and to administer the affairs of
the Portfolio, subject to the supervision of the Board of Directors of the Fund,
for the period and on the terms in this Agreement set forth. The Manager will
perform its duties in accordance with the investment objectives and policies of
the Portfolio as stated in the Fund's Articles of
Incorporation, By-laws and Registration Statement and amendments thereto filed
with the Securities and Exchange Commission and in resolutions adopted by the
Fund's Board of Directors. The Manager hereby accepts such employment and agrees
during such period, at its own expense, to render the services and to assume the
obligations herein set forth, for the compensation herein provided. The Manager
shall for all purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. Manager, at its own expense, shall furnish to the Fund office space
in the offices of the Manager or in such other place as may be agreed upon from
time to time, and all necessary office facilities, equipment and personnel for
managing the affairs and investments and keeping the books of the Fund, and
shall arrange, if desired by the Fund, for members of the Manager's organization
to serve without salaries from the Fund as officers or agents of the Fund. The
Manager assumes and shall pay or reimburse the Fund for the compensation (if
any) of the directors and officers of the Fund as such, and all expenses not
hereinafter specifically assumed by the Fund incurred by the Manager or by the
Fund in connection with the management of the investment and reinvestment of the
assets of the Portfolio and the administration of the affairs of the Portfolio.
The Portfolio assumes and shall pay charges and expenses of any custodian or
depository appointed by the Portfolio for the safekeeping of its cash,
securities and other property; charges and expenses of independent auditors;
charges and expenses of any transfer agents and registrars appointed by the
Portfolio; the cost of stock certificates representing shares of the Portfolio;
fees and expenses involved in registering and maintaining registration of the
Portfolio and of its shares with the
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Securities and Exchange Commission (including the preparation and printing of
prospectuses for filing with the Commission); all expenses of shareholders' and
directors' meetings and of preparing and printing reports to shareholders;
charges and expenses of legal counsel in connection with the Portfolio's
corporate existence, corporate and financial structure and relations with its
shareholders; broker's commissions and issue and transfer taxes, chargeable to
the Portfolio in connection with securities transactions to which the Portfolio
is a party; and all taxes payable by the Portfolio to federal, state or other
governmental agencies, including foreign taxes.
In connection with purchases or sales of portfolio securities for the
account of the Portfolio, neither the Manager nor any of its directors, officers
or employees will act as a principal or receive any commission as agent.
The services of the Manager to the Fund hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar services to others so
long as its services hereunder are not impaired thereby.
3. For the services to be rendered and the charges and expenses assumed
and to be paid by the Manager as provided in paragraph 2 hereof, the Portfolio
shall pay to the Manager compensation at the annual rate of eighty
one-hundredths of one percent of the current value of the first $50 million of
the net assets of the Portfolio, and sixty-five one-hundredths of one percent of
the current value of the next $50 million of such assets and fifty
one-hundredths of one percent of the current value which exceeds $100 million.
Such compensation shall be payable at such intervals, not more frequently than
monthly and not less frequently than quarterly, as the Board of Directors of the
Fund may from time to time determine and specify in writing to the Manager. Such
compensation shall be calculated on the basis of the aggregate of the averages
of
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all the valuations of the net assets of the Portfolio made as of the close of
business on each valuation day during the period for which such compensation is
paid.
Such compensation shall be charged to the Portfolio on each valuation
day. The amount of the Portfolio's share of the compensation will be deducted on
each valuation day from the value of the Portfolio prior to determining the
Portfolio's net asset value for the day and shall be transmitted or credited to
the Manager.
4. The Portfolio shall cooperate with the Manager in the registration
or qualification of its shares with the Securities and Exchange Commission and
with the securities commissions and departments of such states as shall be
selected by the Manager for qualification of the shares of the Portfolio. The
Portfolio shall use its best efforts to maintain such registration and
qualifications.
5. The Fund shall cause the books and accounts of the Portfolio to be
audited at least once each year by a reputable independent public accountant or
organization of public accountants who shall render a report to the Fund.
6. Subject to the Articles of Incorporation of the Fund and of the
Manager respectively, it is understood that directors, officers, employees,
agents and stockholders of the Fund are or may be interested in the Manager (or
any successor thereof) as directors, officers, employees, agents, or
stockholders, or otherwise, that directors, officers, agents and stockholders of
the Manager are or may be interested in the Fund as directors, officers,
employees, agents or stockholders or otherwise, and that the Manager (or any
such successor) is or may be interested in the Fund as stockholder or otherwise.
7. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties hereunder on the part of the
Manager or its
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corporate affiliates, the Manager and its corporate affiliates shall not be
subject to liability to the Fund for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding, or sale of any security. No provision of
this Agreement shall be construed to protect the Manager and its corporate
affiliates from liability in violation of section 17(i) of the Investment
Company Act of 1940.
8. This Agreement shall continue in effect so long as its continuance
is specifically approved at least annually by the vote of a majority of those
directors of the Fund who are not parties to the Agreement or interested persons
of any such party cast in person at a meeting called for the purpose of voting
on such approval and by either a majority of the Board of Directors of the Fund
or a majority of the outstanding voting securities of the Portfolio (as defined
in the Investment Company Act of 1940). Shareholder approval shall be effective
with respect to any Portfolio vote for the approval, notwithstanding that a
majority of the outstanding voting securities of the Fund or of the other
portfolios have not voted for approval.
This Agreement may at any time be terminated without the payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
majority of the voting securities of the Portfolio, on sixty days' written
notice to the Manager. This Agreement may also be terminated by the Manager on
ninety days' written notice to the Fund. This Agreement shall immediately
terminate in the event of its assignment (as defined in the Investment Company
Act of 1940). Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, to the other party at any office of
such party.
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9. This Agreement may be amended at any time by mutual consent of the
parties, provided that such consent on the part of the Fund shall have been
approved, with respect to the Portfolio, by vote of a majority of the
outstanding voting securities of the Portfolio (as defined in the Investment
Company Act of 1940) as provided in paragraph 8.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
Attest: NORTHWESTERN MUTUAL
SERIES FUND, INC.
By
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Xxxxxxx X. Xxxxxxxx, Secretary Xxxxx X. Xxxxxxx, President
Attest: NORTHWESTERN MUTUAL
INVESTMENT SERVICES, LLC
By
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Xxxxxxx X. Xxxxxxxx, Secretary Xxxxxxx X. Xxxx, President
Attest: THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
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Xxxx X. Xxxxxx, Secretary Xxxxx X. Xxxxxxx, President
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