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NASL SERIES TRUST
SUBADVISORY AGREEMENT
AGREEMENT made this 1st day of January, 1996, between NASL Financial
Services, Inc. a Massachusetts Corporation ("NASL Financial" or the "Adviser"),
and Xxxxxxx International Advisors, L.P.., a limited partnership organized under
Delaware law (the "Subadviser"). In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. APPOINTMENT OF SUBADVISER
The Subadviser undertakes to act as investment subadviser to the Global
Equity Trust and Global Government Bond Trust (the "Portfolios") of the NASL
Series Trust (the "Trust") and, subject to the supervision of the Trustees of
the Trust and the terms of this Agreement, to manage the investment and
reinvestment of the assets of the Portfolios. The Subadviser will be an
independent contractor and will have no authority to act for or represent the
Trust of Adviser in any way or otherwise be deemed an agent unless otherwise
expressly authorized in this Agreement or another writing by the Trust or
Adviser.
2. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST
a. Subject always to the direction and control of the Trustees of the
Trust, the Subadviser will manage the investments and determine the
composition of the assets of the Portfolios. In fulfilling its
obligations to manage the investments and reinvestments of the assets
of the Portfolios, the Subadviser will:
i. obtain and evaluate pertinent economic, statistical, financial
and other information affecting the economy generally and
individual companies or industries the securities of which are
included in the Portfolios or are under consideration for
inclusion in the Portfolios;
ii. formulate and implement a continuous investment program for
each Portfolio consistent with the investment objectives and
related investment policies for each such Portfolio as
described in the Trust's registration statement, as amended;
iii. take whatever steps are necessary to implement these
investment programs by the purchase and sale of securities
including the placing of orders for such purchases and sales;
and
iv. regularly report to the Trustees of the Trust with respect to
the implementation of these investment programs.
b. The Subadviser, at its expense, will furnish (i) all necessary
investment and management facilities, including salaries of personnel
required for it to execute its duties faithfully, and (ii)
administrative facilities, including bookkeeping, clerical personnel
and equipment necessary for the efficient conduct of the investment
affairs of the Portfolios (excluding determination of net asset value
and shareholder accounting services).
c. The Subadviser will select brokers and dealers to effect all
transactions subject to the following conditions: the Subadviser will
place all necessary orders with brokers, dealers, or issuers, and will
negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolios in accordance with such polices or practices as may be
established by the Trustees and described in the Trust's registration
statement as amended. The Subadviser may pay a broker-dealer which
provides research and brokerage services a higher spread or commission
for a particular transaction than otherwise might have been charged by
another broker-dealer, if the Subadviser determines that the higher
spread or commission is reasonable in relation to the value of the
brokerage and research services that such broker-dealer provides,
viewed in terms of either the particular transaction or the
Subadviser's overall responsibilities with respect to accounts managed
by the Subadviser. The
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Subadviser may use for the benefit of the Subadviser's other clients,
or make available to companies affiliated with the Subadviser or to its
directors for the benefit of its clients, any such brokerage and
research services that the Subadviser obtains from brokers or dealers.
d. The Subadviser will maintain all accounts, books and records with
respect to the Portfolios as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act of
1940 (the "Investment Company Act") and Investment Advisers Act of 1940
(the "Investment Advisers Act") and the rules thereunder.
3. COMPENSATION OF SUBADVISER
The Adviser will pay the Subadviser, as full compensation for all
services provided under this Agreement, a fee computed for the Global Equity
Trust at an annual rate of .50% of the first $50,000,000, .45% of the next
$150,000,000, .375% of the next $300,000,000 and .325% on the excess over
$500,000,000 of the current value of the net assets of such Portfolio, and a fee
computed for the Global Government Bond Trust at an annual rate of .375% of the
first $50,000,000, .35% of the next $150,000,000, .30% of the next $300,000,000
and .25% on the excess over $500,000,000 of the current value of the net assets
of such Portfolio. Fees will be paid monthly, calculated on the basis of the
average of all valuations of net assets of each Portfolio made at the close of
business on each business day of the Trust during the period for which the fee
is paid.
4. LIMITATION OF LIABILITY
Neither the Subadviser nor any of its directors, officers or employees
shall be liable to the Adviser or Trust for any error of judgment or mistake of
law or for any loss suffered by the Adviser or Trust in connection with the
matters to which this Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the performance of, or from
reckless disregard of, the duties of the Subadviser or any of its directors,
officers or employees.
5. SUPPLEMENTAL ARRANGEMENTS
Subject to the general supervision of the Trustees of the Trust and the
terms of this Agreement, the Subadviser may at its own expense, select and
contract with investment sub-subadvisers ("Sub-Subadvisers") to manage the
investments of a portion of the assets of the Portfolios; provided, that any
contract with a Sub-Subadviser shall be in compliance with and approved as
required by the Investment Company Act and approved by the Adviser.
6. REGULATION
The Subadviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
7. DURATION AND TERMINATION OF AGREEMENT
This Agreement shall become effective on the later of its execution,
the effective date of the registration statement of the Portfolios and the date
of the meeting of the shareholders of the Trust, at which meeting this Agreement
must be approved by the vote of a majority of the outstanding voting securities
(as defined in the Investment Company Act) of the Portfolios. The Agreement will
continue in effect for a period more than two years from the date of its
execution only so long as such continuance is specifically approved at least
annually either by the Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Portfolios, provided that in either event
such continuance shall also be approved by the vote of a majority of the
Trustees of the Trust who are not interested persons (as defined in the
Investment Company Act) of any party to this Agreement cast in person at a
meeting called for the purpose of voting on such approval. The required
shareholder approval of the Agreement or of any continuance of the Agreement
shall be effective with respect to any Portfolio
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if a majority of the outstanding voting securities of the series (as defined in
Rule 18f-2 (h) under the Investment Company Act) of shares of that Portfolio
votes to approve the Agreement or its continuance, notwithstanding that the
Agreement or its continuance may not have been approved by a majority of the
outstanding voting securities of the Portfolios.
If the shareholders of a series of shares of any Portfolio fail to
approve the Agreement or any continuance of the Agreement, the Subadviser will
continue to act as investment subadviser with respect to such Portfolio pending
the required approval of the Agreement or its continuance, of a new contract
with the Subadviser or a different adviser or subadviser or other definitive
action; provided, that the compensation received by the Subadviser in respect of
such Portfolio during such period will be no more than its actual costs incurred
in furnishing investment subadvisory and management services to such Portfolio
or the amount it would have received under the Agreement in respect of such
Portfolio, whichever is less.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Trust, with respect to any Portfolio by the
vote of a majority of the outstanding voting securities of the series of shares
of such Portfolio, on sixty days' written notice to the Adviser and the
Subadviser, or by the Adviser or Subadviser on sixty days' written notice to the
Trust and the other party. This Agreement will automatically terminate, without
the payment of any penalty, in the event of its assignment (as defined in the
Investment Company Act) or in the event the Advisory Agreement between the
Adviser and the Trust terminates for any reason.
8. PROVISION OF CERTAIN INFORMATION BY SUBADVISER
The Subadviser will promptly notify the Adviser in writing of the
occurrence of any of the following events:
a. the Subadviser fails to be registered as an investment adviser under
the Investment Advisers Act or under the laws of any jurisdiction in
which the Subadviser is required to be registered as an investment
adviser in order to perform its obligations under this Agreement;
b. the Subadviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, public board or body, involving the affairs of the
Trust; and
c. the chief executive officer or controlling stockholder of the
Subadviser changes.
9. AMENDMENTS TO THE AGREEMENT
This Agreement may be amended by the parties only if such amendment is
specifically approved by the vote of a majority of the outstanding voting
securities of the Portfolios and by the vote of a majority of the Trustees of
the Trust and by the vote of a majority of the Trustees of the Trust who are not
interested persons of any party to this Agreement cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of the series of shares of that Portfolio vote to
approve the amendment, notwithstanding that the amendment may not have been
approved by a majority of the outstanding voting securities of the Portfolios.
10. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties.
11. HEADINGS
The heading in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
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12. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of the Trust or
applicable party in person or by registered mail or a private mail or delivery
service providing the sender with notice of receipt. Notice shall be deemed
given on the date delivered or mailed in accordance with this Paragraph.
13. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
14. GOVERNING LAW
The Provisions of this Agreement shall be construed and interpreted in
accordance with the laws of The Commonwealth of Massachusetts, or any of the
applicable provisions of the Investment Company Act. To the extent that the laws
of The Commonwealth of Massachusetts, or any of the provisions in this
Agreement, conflict with applicable provisions of the Investment Company Act,
the latter shall control.
15. LIMITATION OF LIABILITY
The Agreement and Declaration of Trust establishing the Trust, dated
September 28, 1988, a copy of which, together with all amendments thereto (the
"Declaration of Trust"), is on file in the office of the Secretary of The
Commonwealth of Massachusetts, provides that the name "NASL Series Trust" refers
to the Trustees under the Declaration of Trust collectively as Trustees, but not
as individuals or personally; and no Trustee, shareholder, officer, employee or
agent of the Trust shall be held to any personal liability, nor shall resort be
had to their private property, for the satisfaction of any obligation or claim
or otherwise, in connection with the affairs of the Trust or any Portfolio
thereof, but only the assets belonging to the Trust, or the particular Portfolio
with respect to which such obligation or claim arose, shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
[SEAL] NASL FINANCIAL SERVICES, INC.
by: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President
[SEAL] XXXXXXX INTERNATIONAL ADVISORS, L.P.
by: /s/ Xxxxxx Xxxxxx
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