Exhibit 23(d)(28)
Form of Sub-Advisory Agreement on behalf
of WRL Munder Net50 Of WRL Series
Fund, Inc.
Form of
SUB-ADVISORY AGREEMENT
Between
WRL Investment Management, Inc.
and
Munder Capital Management
This Agreement is entered into as of May 1, 2001 between WRL Investment
Management, Inc. a Florida corporation (referred to herein as "WRL Management"),
and Munder Capital Management, a general partnership organized and existing
under the laws of the State of Delaware (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
January 1, 1997 with WRL Series Fund, Inc., a Maryland corporation (herein
referred to as the "Fund") on behalf of Munder Net50 ("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 Portfolios.
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 with respect to the Portfolio 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 sub-adviser
to WRL Management with respect to the Portfolio. In this capacity, Munder
shall have the following responsibilities:
(A) (a) provide a continuous investment program for the Portfolio
including advice as to 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) 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 Fund's Board 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;
(c) to furnish such statistical and analytical information and
reports as may reasonably be required by
WRL Management from time to time; and
(d) to supervise the purchase and sale of securities as directed by
the appropriate officers of the Fund or of WRL Management.
(B) Investment Sub-Advisory Services. Munder shall act as the investment
sub-adviser and shall supervise and direct the investments of the
Portfolio in accordance with the Portfolio's investment objective,
policies, and restrictions as provided in the Prospectus and Statement
of Additional Information, as currently in effect and as amended or
supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as directed by the
appropriate officers of WRL Management or the Fund by notice in writing
to Munder; provided that Munder shall be entitled to rely on and comply
with the Prospectus most recently furnished to Munder by WRL
Management. Munder shall obtain and evaluate such information relating
to the economy, industries, businesses, securities markets, and
securities as it may deem necessary or useful in the
discharge of its obligations hereunder and shall formulate and
implement a continuing program for the management of the assets and
resources of the Portfolio in a manner consistent with the the
Portfolio's investment objective, policies, and restrictions. In
furtherance of this duty, Munder, on behalf of the Portfolio, is
authorized, in its discretion and without prior consultation with the
Fund or WRL Management, to:
(1) Buy, sell, exchange, convert, lend, and otherwise trade in
any stocks, bonds and other securities or assets; and
(2) Place orders and negotiate the commissions (if any) for the
execution of transactions in securities or other assets with or
through such brokers, dealers, underwriters or issuers as Munder
may select.
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 copies of each of the following documents
and furnish to Munder at its principal office all future
amendments and supplements to such documents, if any, as soon as
practicable after such documents become available;
(1) The Articles of Incorporation of the Fund, as filed with the
State of Maryland, as in effect on the date hereof and as amended
from time to time ("Articles");
(2) The By-Laws of the Fund as in effect on the date hereof
and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Fund's Board authorizing the
appointment of WRL Management and Munder and approving the form of
the Advisory Agreement and this Agreement;
(4) The Fund's Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A, as filed with
the Securities and Exchange Commission ("SEC") relating to the
Portfolio and shares and all amendments thereto ("Registration
Statement");
(5) The Notification of Registration of the Fund under the 1940
Act on Form N-8A as filed with the SEC and any amendments thereto;
(6) The Fund's Prospectus (as defined above); and
(7) A certified copy of any publicly available financial statement
or report prepared for the Fund by certified or independent public
accountants, and copies of any financial statements or reports
made by the Fund to its shareholders or to any government body or
securities exchange.
(c) to furnish Munder with any further materials or information which
Munder may reasonably request to enable it to perform its
functions under this Agreement;
(d) to compensate Munder for its services under this Agreement by
the payment of a monthly fee equal to the amount specified in
Schedule A of this Agreement. 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;
3. Brokerage.
X. Xxxxxx agrees that, in placing orders with broker-dealers for the
purchase or sale of portfolio securities, it shall attempt to obtain quality
execution at favorable security prices (best price and execution); provided
that, on behalf of the Portfolio, Munder may, in its discretion, agree to pay a
broker-dealer that furnishes brokerage or research services as such services are
defined under Section 28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act"), a higher commission than that which might have been charged by
another broker-dealer for effecting the same transactions, if Munder determines
in good faith that such commission is reasonable in relation to the brokerage
and research services provided by the broker-dealer, viewed in terms of either
that particular transaction or the overall responsibilities of Munder with
respect to the accounts as to which it exercises investment discretion (as such
term is defined under Section 3(a)(35) of the 1934 Act). In no instance will
portfolio securities be purchased from or sold to Munder, or any affiliated
person thereof, except in accordance with the federal securities laws and the
rule and regulations thereunder.
B. 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,
Munder, 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 Munder in the manner Munder considers to be most equitable and
consistent with its fiduciary obligations to the Portfolio and to its other
clients.
C. In addition to the foregoing, Munder agrees that orders with
broker-dealers for the purchase or sale of portfolio securities by the Portfolio
shall be placed in accordance with the standards set forth in the Advisory
Agreement, subject to compliance with applicable laws and procedures adopted by
the Directors of the Fund.
D. Subject to procedures adopted by the Board of the Fund, Munder is
authorized to place orders on behalf of the Portfolio through Munder or any
affiliate thereof if Munder or its affiliate is registered as a broker or dealer
with the SEC or as a FCM with the Commodities Futures Trading Commission
("CFTC"), or to any of its affiliates that are brokers or dealers or FCBs or
such other entities which provide similar services in foreign countries. Such
allocation shall be in such amounts and proportions as Munder shall determine
consistent with the above standards, and, upon, request, Munder will report on
said allocation to WRL Management and the Fund's Board, indicating the brokers,
dealers or FCBs to which such allocations have been made and the basis therefor.
4. Treatment of Investment Advice. WRL Management may direct Munder
to furnish its investment information, advice and recommendations directly to
officers of the Fund.
5. 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").
6. Services to other Clients. Nothing contained in this Agreement shall
limit or restrict (i) the freedom of Munder, or any affiliated person thereof,
to render investment management and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms, or corporations, or to engage in any other business
activities, or (ii) the right of any director, officer, or employee of Munder,
who may also be a trustee, officer, or employee of the Fund, to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar nature
or a dissimilar nature.
7. Sub-Adviser's Use of the Services of Others. Munder may (at its cost
except as contemplated by
paragraph 6 of this Agreement) employ, retain, or otherwise avail itself of the
services or facilities of other persons or organizations for the purpose of
obtaining such statistical and other factual information, such advice regarding
economic factors and trends, such advice as to occasional transactions in
specific securities, or such other information, advice, or assistance as Munder
may deem necessary, appropriate, or convenient for discharge of its obligations
hereunder or otherwise helpful to the Portfolio, as appropriate, or in the
discharge of Munder overall responsibilities with respect to the other accounts
that it serves as investment manager or counselor, provided that Munder shall at
all times retain responsibility for making investment recommendations with
respect to the Portfolio.
8. Limitation of Liability of the Sub-Adviser. Neither Munder nor any of
its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for Munder, the Portfolio (at the
direction or request of Munder) or the Sub-Adviser in connection with Munder's
discharge of its obligations undertaken or reasonably assumed with respect to
this Agreement, shall be liable for any error of judgment or mistake of law or
for any loss suffered by the Company or Portfolio or any error of facts or
mistake of law contained in any report or date provided by Munder, except for
any error, mistake or loss resulting from willful misfeasance, bad faith or
gross negligence in the performance of its duties on behalf of the Portfolio or
from reckless disregard by Munder or any such person of the duties of Munder
pursuant to this Agreement.
9. Representations.
Each party hereto represents, warrants, and agrees as follows:
A. WRL Management and Munder each: (i) is registered as an investment
adviser under the Advisers Act and any applicable state laws and will continue
to be so registered for so long as this Agreement remains in effect; (ii) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue to meet for so
long as this Agreement remains in effect, any applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will immediately notify the
other party of the occurrence of any event that would disqualify such other
party from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
X. Xxxxxx has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already done
so, will provide the Investment Adviser and the Fund's Board with a copy of such
code of ethics, together with evidence of its adoption.
X. Xxxxxx has provided WRL Management and the Fund's Board with a copy of
its Form ADV as most recently filed with the SEC and will, promptly after filing
any amendment to its Form ADV with the SEC, furnish a copy of such amendment to
WRL Management.
10. Term of Agreement.
This Agreement shall become effective upon the date first above
written, provided that this Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those Directors who are not parties
to this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) by vote of a
majority of the Portfolio's outstanding voting securities. Unless sooner
terminated as provided herein, this Agreement shall continue in effect for an
initial term ending April 30, 2003. Thereafter, this Agreement shall continue in
effect from year to year, with respect to the Portfolio, subject to the
termination provisions and all other terms and conditions hereof, so long as
such continuation shall be specifically approved at least annually (a) by either
the Board, or by vote of a majority of the outstanding voting securities of the
Portfolio; and (b) in either event, by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Fund's
Directors who are not parties to this Agreement or interested persons of any
such party. Munder shall furnish to the Fund's Board, promptly upon its request
such information as may reasonably be necessary to evaluate the terms of this
Agreement or any extension, renewal, or amendment hereof.
11. Termination of Agreement.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio on at least 60
days' prior written notice to Munder. This Agreement may also be terminated by
WRL Management: (i) on at least 60 days' prior written notice to Munder, without
the payment of any penalty; (ii) if Munder becomes unable to discharge its
duties and obligations under this Agreement or (iii) per the terms of an
exemptive order - Xxxxxxx Xx. 00000 dated August 5, 1998 - granted under section
6(c ) of the 1940 Act granting an exemption from Section 15(a) of the 1940 Act
and Rule 18f-2 under the Act. Munder may terminate this Agreement at any time,
or preclude its renewal without the payment of any penalty, on at least 60 days'
prior notice to WRL Management. Subject to the terms of any exemptive order
obtained by the Fund, this Agreement shall terminate automatically in the event
of its assignment or upon termination of the Advisory Agreement.
12. Amendment of Agreement.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote or a majority of the Portfolio's outstanding voting securities and a vote
of a majority of those Directors of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such amendment, unless otherwise permitted
in accordance with the 1940 Act, or as modified per exemptive relief granted
from Section 15(a) of the Act and Rule 18f-2 under the Act to the Fund and WRL
Management - Release No. 23379.
13. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York without giving effect to the conflicts of
laws principles thereof, and the 1940 Act. To the extent that the applicable
laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.
B. Captions. The captions contained in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the entire
agreement and understanding of the parties hereto and shall supersede any prior
agreements between the parties relating to the subject matter hereof, and all
such prior agreements shall be deemed terminated upon the effectiveness of this
Agreement.
D. Interpretation. Nothing herein contained shall be deemed
to require the Fund to take any action contrary to its Articles or By-Laws,
or any applicable statutory or regulatory requirement to which it is subject
or by
which it is bound, or to relieve or deprive the Board of its responsibility for
and control of the conduct of the affairs of the Fund.
E. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. As used in this Agreement, the terms "majority of the outstanding voting
securities," "affiliated person," "interested person," "assignment," "broker,"
"investment adviser," "net assets," "sale," "sell," and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the SEC by any rule, regulation, or order. Where the effect
of a requirement of the federal securities laws reflected in any provision of
this Agreement is made less restrictive by a rule, regulation, or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation, or order, unless WRL
Management and Munder agree to the contrary.
X. Xxxxxx Name: WRL Series Fund may use any name including or
derived from the name "Munder" in connection with the Portfolio only for so long
as this Agreement, or any extension, renewal or amendment hereof remains in
effect, including any similar agreement with any organization which shall be
succeeded to Munder as investment adviser or distributor. Upon termination of
this Agreement, WRL Series Fund (to the extent that it lawfully can) will cause
the Portfolio to cease to use such a name or any other name indicating that it
is advised by or otherwise connected with Munder or any organization which shall
have so succeeded Munder.
14. Compliance With Laws.
(a) In all matters relating to the performance of this Agreement,
Munder will act in conformity with the Fund's Articles, Bylaws, and current
Prospectus and with the instructions and direction of WRL Management and the
Fund's Board.
(b) Munder shall conform with (1) the 1940 Act and all rules and
regulations thereunder, and releases and interpretations thereto (including any
no-action letters and exemptive orders which have been granted by the SEC to the
Portfolio, WRL Management and/or Munder and (2) with all other applicable
federal and state laws and regulations pertaining to management of investment
companies.
(c) WRL Management shall perform quarterly and annual tax compliance
tests to ensure that the Portfolio is in compliance with Subchapter M of the
Internal Revenue Code ("IRC") and Section B17(h) of the Internal Revenue Code
and regulations thereunder. In connection with such compliance tests, WRL
Management shall prepare and provide reports to Munder within 10 business days
of a calendar quarter end relating to the diversification of the Portfolio,
Munder shall review such reports for purposes of determining compliance with
such diversification requirements. If it is determined that the Portfolio is not
in compliance with the requirements noted above, Munder, in consultation with
WRL Management, will take prompt action to bring the Portfolio back into
compliance within the time permitted under the IRC.
15. 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.
16. Reference to Sub-Adviser. Neither WRL Management nor the Fund will
publish or distribute any information, including but not limited to registration
statements, advertising or promotional material, regarding the provision of
investment advisory services by Munder pursuant to this Agreement, or use in
advertising, publicity or otherwise the name of Munder or any of its affiliates,
or any trade name, trademark, trade device, service xxxx, symbol or any
abbreviation, contraction or simulation thereof of Munder or its affiliates,
without the prior written consent of Munder. Notwithstanding the foregoing, WRL
Management may distribute information regarding the provision of investment
advisory services by Munder to the Fund's Board of Directors ("Board Materials")
without the prior written consent of Munder. WRL Management will provide copies
of the Board Materials to Munder within a reasonable time following distribution
to the Fund's Board.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: MUNDER CAPITAL MANAGEMENT
______________________________ By:__________________________________
Secretary Name:
Title:
ATTEST: WRL INVESTMENT MANAGEMENT, INC.
______________________________ By:__________________________________
Xxxxx X. Xxxxxx Xxx X. Day
Assistant Vice President & Assistant Vice President and Treasurer
Secretary
Sub-Advisory Agreement
SCHEDULE A
Sub-Advisory Fee
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ANNUAL PERCENTAGE OF AVERAGE DAILY
FUND NET ASSETS TERMINATION DATE
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0.50% of the Fund's average daily net
assets.
Munder Net50 Minimum annual fee: $150,000 April 30, 2003
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