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Exhibit 99.B5(B)(xx)
AMENDMENT TO
SUBADVISORY AGREEMENT
NASL SERIES TRUST
AMENDMENT made as of this 31st day of December 1996 to the Subadvisory
Agreement dated October 1, 1996 (the "Agreement"), between NASL Financial
Services, Inc., a Massachusetts corporation (the "Adviser"), and Manufacturers
Adviser Corporation, a Colorado corporation (the "Subadviser"). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Providing for the appointment and compensation of the Subadviser for
the new Pacific Rim Emerging Markets, Real Estate Securities, Capital Growth
Bond, Equity Index, Common Stock and five Lifestyle Portfolios. Section 3 of the
Agreement, "Compensation of Subadviser," is hereby amended by adding an
additional portfolio to Appendix A as follows:
1. Pacific Rim Emerging Markets Portfolio: .400% of the first
$50,000,000, .350% between $50,000,000 and $200,000,000, .275% between
$200,000,000 and $500,000,000 and .225% on the excess over $500,000,000
of the average daily value of the net assets of the Portfolio.
2. Real Estate Securities Portfolio: .275% of the first
$50,000,000, .225% between $50,000,000 and $200,000,000, .175% between
$200,000,000 and $500,000,000 and .150% on the excess over $500,000,000
of the average daily value of the net assets of the Portfolio.
3. Capital Growth Bond Portfolio: .225% of the first $50,000,000,
.225% between $50,000,000 and $200,000,000, .150% between $200,000,000
and $500,000,000 and .100% on the excess over $500,000,000 of the
average daily value of the net assets of the Portfolio.
4. Equity Index Portfolio: .100% of the first $50,000,000, .100%
between $50,000,000 and $200,000,000, .100% between $200,000,000 and
$500,000,000 and .100% on the excess over $500,000,000 of the average
daily value of the net assets of the Portfolio.
5. Common Stock Portfolio: .275% of the first $50,000,000, .225%
between $50,000,000 and $200,000,000, .175% between $200,000,000 and
$500,000,000 and .150% on the excess over $500,000,000 of the average
daily value of the net assets of the Portfolio.
6. Lifestyle Conservative 280 Portfolio: no fee
7. Lifestyle Moderate 460 Portfolio: no fee
8. Lifestyle Balanced 640 Portfolio: no fee
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9. Lifestyle Growth 820 Portfolio: no fee
10. Lifestyle Aggressive 1000 Portfolio: no fee
2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full
force and effect.
3. EFFFECTIVE DATE
This Amendment shall become effective with respect to each Portfolio on
the later of: (i) the date of its execution, (ii) the effective date of the
post-effective amendment to the registration statement of NASL Series Trust
under the Securities Act of 1933 that incorporates with respect to the Portfolio
the terms of the Agreement as amended herein and (iii) the date of the meeting
of shareholders (or sole shareholder if applicable) of the Portfolio called for
the purpose of voting on this Amendment, at which meeting this Amendment shall
have been approved by the vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act of 1940, as amended) of the
Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
NASL Financial Services, Inc.
By: _____________________________
By: _____________________________
Manufacturers Adviser Corporation
By: _____________________________
