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EXHIBIT (h)2
SUBADMINISTRATION AGREEMENT
FOR
REPORTING AND ACCOUNTING SERVICES
Agreement between WNL Investment Advisory Services, Inc. (the
"Adviser"), State Street Bank and Trust Company, a Massachusetts trust company
(the "Bank") and WNL Series Trust, a Massachusetts business trust (the "Fund").
WHEREAS, the Adviser has been appointed manager of the Fund,
including each portfolio or series thereof if applicable (the "Portfolio(s)"),
an open-end diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the Adviser has accepted such appointment;
WHEREAS, the Adviser and the Fund have entered into an
investment advisory agreement (the "Advisory Agreement") pursuant to which the
Adviser will provide management, administrative and other services to the Fund
and certain of said services are commonly referred to as those performed by an
administrator;
WHEREAS, the Bank provides management, sub-administrative, and
other services to investment companies and others; and
WHEREAS, the Adviser desires to retain the Bank to render
certain sub-administrative and other services with respect to the Fund and its
Portfolios as listed on Schedule A attached hereto, together with such
additional Portfolios as may be offered by the Fund from time to time and with
respect to which it is agreed by the Adviser and the Bank this Agreement shall
apply, and the Bank is willing to render such services on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Appointment of Sub-Administrator
The Adviser with the consent of the Fund hereby appoints the
Bank to act as sub-administrator with respect to the Fund and each Portfolio for
purposes of reporting and accounting exclusively to the Adviser and the Fund for
the period and on the terms set forth in this Agreement. The Bank accepts such
appointment and agrees to render the services stated herein and to provide the
office facilities and the personnel required by it to perform such
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services. In connection with such appointment, the Adviser will deliver or cause
the Fund to deliver to the Bank copies of each of the following documents and
will deliver to it all future amendments and supplements, if any:
a. Certified copies of the Agreement and Declaration of Trust
of the Fund as presently in effect and as amended from time to time;
b. A certified copy of the Fund's By-Laws as presently in
effect and as amended from time to time;
c. The Fund's most recent registration statement on Form N-1A
as filed with, and, if applicable, declared effective by the U.S. Securities and
Exchange Commission, and all amendments thereto;
d. Each resolution of the Trustees of the Fund authorizing the
original issue of its shares;
e. Certified copies of the resolutions of the Fund's Trustees
authorizing: (1) this Agreement, (2) certain officers and employees of the
Adviser and the Fund to give instructions to the Bank pursuant to this Agreement
and (3) certain officers and employees of the Adviser or the Fund to sign checks
and pay expenses on behalf of the Adviser or the Fund, respectively;
f. A copy of the Advisory Agreement;
g. A copy of the investment advisor agreement between the Fund
and the Adviser;
h. A copy of the Custodian Agreement between the Fund and its
custodian;
i. A copy of the Transfer Agency and Services Agreement
between the Fund and its transfer agent; and
j. Such other certificates, documents or opinions which the
Bank may, in its reasonable discretion, deem necessary or appropriate in the
proper performance of its duties.
2. Representation and Warranties of the Bank
The Bank represents and warrants to the Adviser and the
Fund that:
a. It is a Massachusetts trust company, duly organized and
existing in good standing under the laws of the Commonwealth of Massachusetts;
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b. It is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
c. It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform the services contemplated in this
Agreement;
d. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement; and
e. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3. Authorized Shares
The Adviser certifies to the Bank that, as of the close of
business on the date of this Agreement, the Fund is authorized to issue shares
of beneficial interest, and that the Trustees of the Fund have the power to
classify or reclassify unissued shares, from time to time, into one or more
series, and that it presently offers shares in the authorized amounts as set
forth in Schedule A attached hereto.
4. Reporting and Accounting Service
The Bank shall discharge the responsibilities set forth in
Schedule B hereof subject to the control of the Adviser in accordance with
procedures established from time to time between the Adviser and the Bank.
It is the responsibility of the Adviser and/or its outside
legal counsel and accountants to notify the Bank in a timely manner of any
change to any rule, regulation, law or statute that will affect the services to
be provided hereunder. Without limiting the obligations or responsibilities of
any of the parties hereto, the Bank and the Adviser agree that all services
provided hereunder are subject to review and correction by the Fund's
accountants and legal counsel and the services provide by Bank shall not
constitute the practice of public accountancy or law.
5. Services to be obtained by the Adviser or the Fund
The Adviser, and/or the Fund shall provide for any of its own:
a. Organizational expenses;
b. Services of an independent accountant;
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c. Services of outside legal and tax counsel (including such
counsel's review of the Fund's registration statement, proxy materials, federal
and state tax qualification as a regulated investment company, and other reports
and materials prepared by the Bank under this Agreement);
d. Any services contracted for by either the Adviser or the
Fund directly from parties other than the Bank;
e. Trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for the
Fund;
f. Investment advisory services;
g. Taxes, insurance premiums and other fees and expenses
applicable to its operation;
h. Costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing fees and the
preparation, printing and mailing of any proxy materials;
i. Administration of and costs incidental to Trustees'
meetings, including fees and expenses of Trustees;
j. The salary and expenses of any officer or employee of the
Fund or the Adviser;
k. Costs incidental to the preparation, printing and
distribution of the Fund's registration statements and any amendments thereto,
and shareholder reports;
l. All applicable registration fees and filing fees required
under the securities laws of the United States and state regulatory authorities;
m. Final review and filing of the Fund's tax returns, Form
N-1A, Annual Report and Semi-Annual Report on Form N-SAR, and all notices,
registrations and amendments associated with applicable tax and securities laws
of the United States and state regulatory authorities; and
n. Fidelity bond and directors' and officers' liability
insurance.
6. Fees
The Bank shall receive from the Adviser or the Fund such
compensation for the Bank's services provided and the expenses incurred pursuant
to this Agreement as may be agreed to from time
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to time in a written fee schedule approved by the parties hereto and initially
set forth in Schedule C attached hereto. In addition, the Bank shall be
reimbursed by the Adviser for the reasonable out-of-pocket costs incurred by it
in connection with this Agreement as set forth in Schedule C.
7. Instructions
At any time the Bank may apply to any officer of the Adviser
or the Fund for instructions and may consult with legal counsel for the Fund or
the Adviser as directed by the Adviser, or its own outside legal counsel, the
outside counsel for the Fund or the outside auditors for the Fund at the expense
of the Fund, with respect to any matter arising in connection with the services
to be performed by the Bank under this Agreement. The Bank shall not be liable
and shall be indemnified by the Adviser and the Fund for any action taken or
omitted by it without negligence and in good faith in reliance upon such
instructions or upon any paper or document reasonably believed by it to be
genuine and to have been signed by the proper person or persons. The Bank shall
not be held to have notice of any change of authority of any person until
receipt of written notice thereof from the Adviser or the Fund.
8. Limitation of Liability and Indemnification
a. The Bank shall be responsible for the performance of only
such duties as are set forth herein and shall have no responsibility for the
actions or activities of any other party including other service providers not
acting upon instructions of, at the direction of, or in reliance upon the Bank.
The Bank shall have no liability for any losses, costs, damages and expenses,
including reasonable expenses for counsel, resulting from the performance or
nonperformance of its duties hereunder except to the extent caused by or
resulting from the negligence or willful misconduct of the Bank, its officers or
employees. In any event, the Bank's liability shall be limited to its total
annual compensation earned and fees paid during the preceding twelve months for
any liability suffered by the Adviser or the Fund including, but not limited to,
any liability relating to qualification of the Fund as a regulated investment
company or any liability relating to the Fund's compliance with any federal or
state tax or securities statute, regulation or ruling.
b. The Adviser and the Fund shall indemnify and hold the Bank
harmless from all loss, cost, damage and expense, including reasonable expenses
for counsel, incurred by the Bank resulting from any claim, demand, action or
suit in connection with the Bank's acceptance of this Agreement, any action or
omission by it in the performance of its duties hereunder, or as a result of
acting upon any instructions reasonably believed by it to have been executed by
a duly authorized officer of the Adviser or of the
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Fund, provided that this indemnification shall not apply to actions or omissions
of the Bank, its officers, employees or agents in cases of its or their own
gross negligence or willful misconduct.
c. The Adviser and the Fund will be entitled to participate at
their own expense in the defense, or, if either so elects, to assume the defense
of any suit brought to enforce any liability subject to the indemnification
provided above. In the event the Adviser or the Fund elects to assume the
defense of any such suit and retain such counsel, the Bank or any of its
affiliated persons named as defendant or defendants in the suit may retain
additional counsel but shall bear the fees and expenses of such counsel unless
the Adviser or the Fund, as the case may be, shall have specifically authorized
the retaining of such counsel.
d. The indemnification contained herein shall survive the
termination of this Agreement.
e. This Section 8 shall not apply with respect to services
covered by the Custodian Agreement or the Transfer Agency and Services
Agreement.
9. Confidentiality
The Bank agrees that, except as otherwise required by law, it
will keep confidential the terms of this Agreement, all records and information
in its possession relating to the Fund or its shareholders or shareholder
accounts and will not disclose the same to any person except at the request or
with the written consent of the Fund.
10. Compliance with Governmental Rules and Regulations
The Adviser and the Fund assume full responsibility for
complying with all applicable requirements of the Investment Company Act, the
Securities Act of 1933, the Securities Exchange Act of 1934, and the Internal
Revenue Code of 1986, all as amended, and any laws, rules and regulations issued
thereunder, provided that such assumption shall not limit the Bank's obligation
to perform all of its duties hereunder in accordance with the terms hereof.
The Bank shall maintain and preserve for the periods prescribed
such records relating to the services to be performed by the Bank under this
Agreement as are required pursuant to the Investment Company Act and such other
records as may be agreed upon by the parties. All such records shall at all
times remain the respective properties of the Adviser or the Fund, shall be
readily
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accessible during normal business hours to each, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request. Records shall be surrendered in usable machine-readable form.
11. Status of the Bank
The services of the Bank to the Adviser and the Fund are not
to be deemed exclusive, and the Bank shall be free to render similar services to
others. The Bank shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Adviser or the
Fund, as the case may be from time to time, have no authority to act or
represent either the Adviser or the Fund in any way or otherwise be deemed an
agent of either the Adviser or of the Fund.
12. Printed Matter
Neither the Adviser nor the Bank shall publish or circulate
any printed matter which contains any reference to the other party without such
party's prior written approval. The Fund or the Adviser may circulate such
printed matter as refers in accurate terms to the Bank's appointment hereunder
provided that the Bank is given a copy of such material prior to its first use.
13. Term, Amendment and Termination
This Agreement may be modified or amended from time to time by
mutual agreement between the parties hereto. The Agreement shall remain in
effect for a period of one year from the date hereof and shall automatically
continue in effect thereafter unless terminated by a party at the end of such
period or thereafter on sixty (60) days' prior written notice. Upon termination
of this Agreement entirely or with respect to a Portfolio, the Adviser or the
Fund shall pay to the Bank such compensation as may be due under the terms
hereof as of the date of such termination including reasonable out-of-pocket
expenses associated with such termination.
14. Notices
Any notice or other communication authorized or required by
this Agreement to be given to any party mentioned herein shall be sufficiently
given if addressed to such party and mailed postage prepaid or delivered to its
principal office.
15. Non-Assignability
This Agreement shall not be assigned by any of the
parties hereto without the prior consent in writing of the other parties.
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16. Successors
This Agreement shall be binding on and shall inure to the
benefit of the Adviser, the Fund and the Bank and their respective successors.
17. Entire Agreement
This Agreement contains the entire understanding between the
parties hereto and supersedes all previous representations, warranties or
commitments regarding the services to be performed hereunder whether oral or in
writing. This Agreement cannot be modified or terminated except in accordance
with its terms or by a writing signed by all parties.
18. Governing Law
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
19. Limitations of Liability to the Trustees and Shareholders
A copy of the Declaration of Trust of the Fund is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or Shareholders individually but are
binding only upon the assets and property of the Fund.
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IN WITNESS WHEREOF, each of the parties has caused this
agreement to be executed in its name and behalf by its duly authorized
representatives on the day of , 1995.
WNL INVESTMENT ADVISORY SERVICES, INC.
By: /s/ ILLEGIBLE
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Name:
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Title:
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STATE STREET BANK AND TRUST COMPANY
By: /s/ XXXXXX X. XXXXX
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Name: /s/ Xxxxxx X. Xxxxx
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Title: Executive Vice President
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WNL SERIES TRUST
By: /s/ ILLEGIBLE
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Name:
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Title:
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SCHEDULE A
TO
SUBADMINISTRATION AGREEMENT
Portfolio Authorized Shares and Class
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(Unlimited authorization and a
single class unless otherwise
noted.)
American Capital Emerging Growth
Portfolio
BEA Growth and Income Portfolio
CS First Boston International
Equity Portfolio
BlackRock Managed Bond Portfolio
Quest for Value Asset Allocation
Portfolio
Salomon Brothers U.S. Government
Securities Portfolio
Global Advisors Growth Equity
Portfolio
Global Advisors Money Market
Portfolio
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SCHEDULE B
TO
SUBADMINISTRATION AGREEMENT
Reporting and Accounting Services Provided by the Bank
(a) Oversee the determination and publication of the Fund's net asset value in
accordance with the Fund's policy as instructed by the Adviser;
(b) Oversee the maintenance by the Fund's Custodian of certain books and
records of the Fund as required under Rule 3la-l(b)(4) of the Investment
Company Act of 1940, as amended (the "1940 Act");
(c) Prepare the Fund's federal, state and local income tax returns for review
by the Fund's independent accountants and filing by the Fund's treasurer;
(d) Review the calculations of and arrange for payment of the Fund's expenses;
(e) Provide periodic testing of Portfolios to assist the Fund's adviser in
complying with Internal Revenue Code mandatory qualification requirements,
the requirements of the 1940 Act and Fund Prospectus limitations as may be
mutually Agreed upon;
(f) Prepare for review and approval by officers Of the Fund financial
information for the Fund's semi-annual and annual reports, proxy statements
and other communications with shareholders;
(g) Prepare for review by an officer and legal counsel of the Fund certain
periodic financial reports required by the Securities and Exchange
Commission as may be mutually agreed upon;
(h) Prepare reports relating to the business and affairs of the Fund as may be
mutually agreed upon;
(i) Make such reports and recommendations to the Trustees concerning the
performance of the independent accountants as the Trustees may reasonably
request or deem appropriate;
(j) Make such reports and recommendations to the Trustees concerning the
performance and fees of the Fund's
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custodian and transfer and dividend disbursing agent as the Trustees may
reasonably request or deem appropriate;
(k) Oversee and review calculations of fees paid to the Adviser, the custodian,
and the transfer agent;
(1) Consult with the Fund's officers, independent accountants, legal counsel,
custodian and transfer and dividend disbursing agent in establishing the
accounting policies of the Fund;
(m) Review implementation by the Fund of any dividend reinvestment programs
authorized by the Trustees;
(n) Provide such assistance to the Adviser, the custodian, the transfer agent
and the Fund's legal counsel and independent accountants as may be mutually
agreed upon to properly carry on the business and operations of the Fund;
and
(o) Refer to the Fund's officers or transfer agent any shareholder inquiries
relating to the Fund.
Certain details of the scope of the Bank's services hereunder shall be
documented in the Compliance Manual and Fund Profile as agreed upon by the
Adviser, the Fund and the Bank from time to time.
