EXHIBIT 5 (xvi)
SERVICE AGREEMENT DATED 4-30-96 BETWEEN
INVESCO GLOBAL ASSET MANAGEMENT LIMITED
AND INVESCO ASSET MANAGEMENT LIMITED
SERVICE AGREEMENT
AGREEMENT made as of the 30th day of April, 1996, by and between
INVESCO Global Asset Management Limited, a corporation organized under the laws
of the Islands of Bermuda ("IGAM"), and INVESCO Asset Management Limited, a
United Kingdom corporation ("INVESCO Asset").
WITNESSETH:
WHEREAS, IGAM has developed a proprietary system for global asset
allocation and desires to obtain from time to time information from INVESCO
Asset to assist IGAM in making certain determinations regarding IGAM's global
asset allocation decisions; and
WHEREAS, IGAM will enter into a Sub-Advisory Agreement (the "IGAM
Agreement") with Western Reserve Life Assurance Co. of Ohio (the "Client"),
which has selected IGAM to act as investment sub-adviser with respect to one or
more of the Portfolios of the WRL Series Fund, Inc. ("Fund"), as indicated in
the IGAM Agreement and as set forth in Schedule A hereto (the "Portfolios"); and
WHEREAS, the IGAM Agreement provides that IGAM may, with prior notice
to Client, provide services to the Client that reflect information and
services/support provided by any or all of its affiliates worldwide; and
WHEREAS, IGAM wishes to avail itself of INVESCO Asset's services for
(i) providing information related to IGAM's global asset allocation process and
(ii) assistance with IGAM's provision of investment advisory services to Client;
and
WHEREAS, IGAM and INVESCO Asset are engaged principally in rendering
investment advisory services and are registered as investment advisers under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, INVESCO Asset is willing to provide services to IGAM on the
terms and conditions hereinafter set forth; and
WHEREAS, it is understood by the parties that this Agreement is solely
between the parties, and that this Agreement is not intended to, and shall not,
impose any obligation on Client;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, IGAM and INVESCO Asset hereby agree as follows:
ARTICLE I
DUTIES OF INVESCO ASSET
IGAM hereby employs INVESCO Asset to furnish, or arrange for affiliates
of INVESCO Asset to provide, such investment management information and
services/support to IGAM as may be instructed by IGAM from time to time, subject
to the supervision of IGAM and the terms of the IGAM Agreement. A copy of the
IGAM Agreement is attached hereto as Exhibit A.
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RE: Service Agreement
INVESCO Asset accepts such employment and agrees during such period, at
its own expense, to render such services and to assume the obligations herein
set forth for the compensation provided for herein. INVESCO Asset 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 IGAM in any way or otherwise be deemed an agent of IGAM.
ARTICLE II
COMPENSATION OF INVESCO ASSET
For the services rendered with respect to each Portfolio, the
facilities furnished and expenses assumed by INVESCO Asset, IGAM shall pay to
INVESCO Asset compensation as set forth on Schedule A hereto. INVESCO Asset
assumes and shall pay for maintaining the staff and personnel necessary to
perform its obligations under this Agreement, and shall at its own expense,
provide the office space, equipment and facilities necessary to perform its
obligations under this Agreement.
ARTICLE III
LIMITATION OF LIABILITY OF INVESCO ASSET
INVESCO Asset shall not be liable for any error of judgment, mistake of
law or for any loss arising out of any investment or for any act or omission in
the performance of the services rendered hereunder, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason or reckless disregard of its obligations and duties hereunder. As used
in this Article III, INVESCO Asset shall include directors, officers and
employees of INVESCO Asset.
ARTICLE IV
ACTIVITIES OF INVESCO ASSET
The services of INVESCO Asset to IGAM are not to be deemed to be
exclusive, INVESCO Asset and any person controlled by or under common control
with INVESCO Asset being free to render services to others.
ARTICLE V
COMPLIANCE WITH THE LAWS
IGAM and INVESCO Asset will comply with all applicable laws in acting
hereunder including, without limitation, the Securities Exchange Act of 1934, as
amended, the Advisers Act, the Employee Retirement Income Security Act of 1974,
as amended, the Investment Company Act of 1940, as amended ("1940 Act"), and all
applicable rules and regulations duly promulgated under the foregoing.
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RE: Service Agreement
ARTICLE VI
TERM
This Agreement shall continue in effect, unless sooner terminated in
accordance with its terms, for an initial term ending April 22, 1998 and shall
continue in effect from year to year thereafter provided continuance is
specifically approved at least annually 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 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 each
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act). This
Agreement shall automatically terminate in the event of its assignment (as that
term is defined in Section 2(a)(4) of the 0000 Xxx) or in the event of the
termination of the IGAM Agreement. This Agreement may be terminated at any time,
without penalty, by IGAM by giving 60 days' written notice of such termination
to INVESCO Asset at its principal place of business, provided that 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 each Portfolio. This Agreement may be
terminated at any time by INVESCO Asset by giving 60 days' written notice of
such termination to IGAM at its principal place of business.
ARTICLE VII
AMENDMENTS
This Agreement may be amended only with the approval by the affirmative
vote of a majority of the outstanding voting securities of each Portfolio (as
that phrase is defined in Section 2(a)(42) of the 0000 Xxx) 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 in
accordance with the 1940 Act.
ARTICLE VIII
GOVERNING LAW
This Agreement shall be construed in accordance with laws of the
Islands of Bermuda and the applicable provisions of the 1940 Act and the
Advisers Act. To the extent that the applicable laws of the Islands of Bermuda,
or any of the provisions herein, conflict with applicable provisions of the 1940
Act and the Advisers Act, the latter shall control.
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RE: Service Agreement
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INVESCO GLOBAL ASSET MANAGEMENT LIMITED
By: /s/ XXXXXXX X. XXXX
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Title: DIRECTOR
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INVESCO ASSET MANAGEMENT LIMITED
By: /s/ NORTON X. XXXXXX
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Title: CHAIRMAN
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