EXHIBIT 99.5
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUB-ADVISORY AGREEMENT FOR THE
VALUE EQUITY PORTFOLIO OF THE WRL SERIES FUND, INC.
This Agreement is entered into as of April 30, 1996, between Western
Reserve Life Assurance Co. of Ohio, an Ohio corporation (referred to herein as
"WRL"), and NWQ Investment Management Company, Inc., a Massachusetts corporation
(referred to herein as "NWQ"), to provide certain investment advisory services
with respect to a certain series of shares of common stock of the WRL Series
Fund, Inc., allocated to the Value Equity Portfolio (the "Portfolio").
WHEREAS, WRL has entered into an Investment Advisory Agreement (referred
to herein as the "Advisory Agreement"), dated April 30, 1996, with WRL Series
Fund, Inc. (the "Fund"), a Maryland corporation, under which WRL has agreed,
among other things, to act as investment adviser to the Portfolio; and
WHEREAS, the Advisory Agreement provides that WRL may engage NWQ to
furnish investment information and advice to assist WRL in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio; and
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
NWQ to WRL 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 NWQ. NWQ shall act as investment counsel to
WRL with respect to the Portfolio. In this capacity, NWQ shall have the
following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to WRL 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 or the Fund
and furnish oral or written reports, as WRL may reasonably require, in order to
keep WRL and its officers and the Directors of the Fund and appropriate officers
of the Fund fully informed as to the condition of the investment securities of
the Portfolio, the investment recommendations of NWQ, 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 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.
2. OBLIGATIONS OF WRL. WRL shall have the following obligations
under this Agreement:
(a) to keep NWQ continuously and fully informed as to the
composition of the Portfolio's investment securities and the nature of the
Portfolio's assets and liabilities from time to time;
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(b) to furnish NWQ with a certified copy of any financial
statement or report prepared for the Fund with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
statements or reports made by the Fund to shareholders or to any governmental
body or securities exchange;
(c) to furnish NWQ with any further materials or information
which NWQ may reasonably request to enable it to perform its functions under
this Agreement; and
(d) to compensate NWQ for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by WRL for services
rendered under the Investment Advisory Agreement by WRL to the Portfolio during
the term of this Agreement, less (ii) 50% of the amount paid by WRL on behalf of
the Portfolio pursuant to any expense limitation or the amount of any other
reimbursement made by WRL to the Portfolio. In the event that this Agreement
shall be effective for only part of a period to which any such fee received by
WRL 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 NWQ hereunder shall be payable upon receipt by WRL
from the Portfolio of advisory fees payable to WRL.
3. TREATMENT OF INVESTMENT ADVICE. WRL shall treat the investment
information, advice and recommendations of NWQ as being advisory only, and shall
determine the extent to which such advice and recommendations relating to the
Portfolio shall be passed on to the Fund or incorporated in investment advice by
WRL relating to the Portfolio. WRL may direct NWQ to furnish its investment
information, advice and recommendations directly to officers or Directors of the
Fund. Investment information, advice and recommendations provided by NWQ shall
be used by WRL or the Fund solely with respect to the management of the
Portfolio.
4. COMPLIANCE WITH LAWS. NWQ represents that it is, and will continue to
be throughout the term of this Agreement, an investment adviser registered under
all applicable federal and state laws. In all matters relating to the
performance of this Agreement, NWQ will act in conformity with the Fund's
Articles of Incorporation, Bylaws, and current registration statement applicable
to the Portfolio and with the instructions and direction of WRL and the Fund's
Directors, and will conform to and comply with the Investment Company Act of
1940, as amended (the "1940 Act") and all other applicable federal or state laws
and regulations.
5. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by WRL or by the Fund by giving 60 days' written notice
of such termination to NWQ 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 the Portfolio. This Agreement may be
terminated at any time by NWQ by giving 60 days' written notice of such
termination to the Fund and WRL at their respective principal places of
business.
6. 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.
7. 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 the 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 the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
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8. AMENDMENTS. This Agreement may be amended only with the approval by
the affirmative vote of a majority of the outstanding voting securities of the
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.
9. PRIOR AGREEMENTS. This Agreement supersedes all prior
agreements between the parties relating to the subject matter hereof, and
all such prior agreements are deemed terminated upon the effectiveness of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
NWQ INVESTMENT MANAGEMENT COMPANY, INC.
ATTEST:
BY:___________________________________
Title:
_______________________
Secretary
WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
ATTEST:
BY:___________________________________
Title: Chairman of the Board, President
_______________________ and Chief Executive Officer
Assistant Secretary
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