EXHIBIT 99.6
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUB-ADVISORY AGREEMENT FOR THE
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO, MERIDIAN/INVESCO US SECTOR
PORTFOLIO AND MERIDIAN/INVESCO FOREIGN SECTOR 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 Meridian Investment Management Corporation, a Colorado company
(referred to herein as "MERIDIAN"), to provide certain investment advisory
services with respect to certain series of shares of common stock of the WRL
Series Fund, Inc., allocated to the Meridian/INVESCO Global Sector Portfolio,
Meridian/INVESCO US Sector Portfolio and Meridian/INVESCO Foreign Sector
Portfolio of the WRL Series Fund, Inc. (collectively, the "Portfolios").
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 Portfolios; and
WHEREAS, the Advisory Agreement provides that WRL may engage a
sub-adviser (and WRL has engaged Meridian as a co-sub-adviser for these
Portfolios) to furnish investment information and advice to assist WRL in
carrying out its responsibilities under the Advisory Agreement as investment
adviser to the Portfolios; 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
Meridian to WRL with respect to the Portfolios 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 MERIDIAN. Meridian shall act as investment
counsel to WRL with respect to the Portfolios. In this capacity, MERIDIAN shall
have the following responsibilities:
(a) to furnish continuous investment information, portfolio
management advice and recommendations to WRL as to the asset allocation,
industry and country selections for any or all of the securities or other assets
which the Portfolios 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 Portfolios, the investment recommendations of Meridian, and the investment
considerations which have given rise to those recommendations;
(c) to furnish such quantitative investment research, statistical
and analytical information and reports as may reasonably be required by WRL from
time to time; and
(d) to make decisions with regard to asset allocation, industry
and country selections for each Portfolio 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 Meridian continuously and fully informed as to the
composition of each Portfolio's investment securities and the nature of each
Portfolio's assets and liabilities from time to time;
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(b) to furnish Meridian with a certified copy of any financial
statement or report prepared for the Fund with respect to each 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 Meridian with any further materials or information
which Meridian may reasonably request to enable it to perform its functions
under this Agreement; and
(d) to compensate Meridian for its services under this Agreement
by the payment of monthly fees equal, as a percentage of each Portfolio's
average daily net assets, to an annual rate of 0.30% of the first $100 million
of assets, and 0.35% of assets in excess of $100 million. 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 Meridian hereunder shall be payable
upon receipt by WRL from each Portfolio of advisory fees payable to WRL.
3. TREATMENT OF INVESTMENT ADVICE. WRL shall treat the investment
information, advice and recommendations of Meridian as being advisory only, and
shall determine the extent to which such advice and recommendations relating to
each Portfolio shall be passed on to the Fund or incorporated in investment
advice by WRL relating to each Portfolio. WRL may direct Meridian to furnish its
investment information, advice and recommendations directly to officers or
Directors of the Fund.
4. COMPLIANCE WITH LAWS. Meridian 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, Meridian will act in conformity with the
Fund's Articles of Incorporation, Bylaws, and current registration statement
applicable to the Portfolios, in each case in the form provided to Meridian, 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 Meridian 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 Meridian 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 each
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
8. 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
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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.
10. ACTIVITIES OF THE SUB-ADVISER. The services of Meridian to WRL and
the Fund under this Agreement shall not be deemed to be exclusive, and Meridian
and its affiliates shall be free to render similar services to others so long as
Meridian fulfills its rights and obligations under this Agreement.
11. LIABILITY OF THE SUB-ADVISER. Meridian shall have no liability
under this Agreement to WRL, the Fund, the Portfolios or to the Fund's
shareholders or creditors for any error of judgment, mistake of law, or for any
loss arising out of any investment, nor for any other act or omission in the
performance of its duties under this Agreement not involving willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties hereunder. WRL shall have no liability under this
Agreement to the Sub-Adviser for any error of judgment, mistake of law, or for
any loss arising out of any investment, nor for any other act of omission in the
performance of its duties under this Agreement or the Advisory Agreement not
involving willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties hereunder.
12. DISCLOSURE DOCUMENTS. Meridian will cooperate with WRL and the Fund
in the preparation of disclosure relating to the Portfolios for the Fund's
Registration Statement, including the prospectuses and statements of additional
information contained therein, or any amendment or supplement thereto, any
preliminary prospectus, any other communications with investors or any other
submissions to governmental bodies or self-regulatory agencies filed or
distributed on or subsequent to the date of this Agreement.
13. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed given (a) upon personal delivery, or (b) on the first business
day after receipted delivery to a courier service that guarantees next business
day delivery, under circumstances in which such guaranty is applicable, or (c)
on the earlier of delivery or three business days after mailing by United States
certified mail, postage and fees prepaid, to the appropriate party at the
address set forth below, or to such other address as the party so notifies the
other in writing.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
MERIDIAN INVESTMENT MANAGEMENT
CORPORATION
ATTEST:
BY:___________________________________
Xxxxxxx X. Xxxx
______________________ Title: President
Xx. Xxxxx X. Xxxxxxxx 00000 Xxxx Xxxxxxxx Xxxx
Secretary Tower II, 7th Floor
Xxxxxxxxx, XX 00000
WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
ATTEST:
BY:___________________________________
Xxxx X. Xxxxxx
Title: Chairman of the Board, President
______________________ and Chief Executive Officer
Xxxxxxxxx X. Xxxxxxx Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxxx Xxxxx, XX 00000
Page 4 of 4
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
SUB-ADVISORY AGREEMENT FOR THE
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO, MERIDIAN/INVESCO US SECTOR
PORTFOLIO AND MERIDIAN/INVESCO FOREIGN SECTOR 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 INVESCO Global Asset Management Limited, a Bermuda corporation
(referred to herein as "INVESCO Global"), to provide certain investment advisory
services with respect to certain series of shares of common stock of the WRL
Series Fund, Inc., allocated to the Meridian/INVESCO Global Sector Portfolio,
Meridian/INVESCO US Sector Portfolio and Meridian/INVESCO Foreign Sector
Portfolio of the WRL Series Fund, Inc. (collectively, the "Portfolios").
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 Portfolios; and
WHEREAS, the Advisory Agreement provides that WRL may engage a
sub-adviser (and WRL has engaged INVESCO Global as a co-sub-adviser for these
Portfolios) to furnish investment information and advice to assist WRL in
carrying out its responsibilities under the Advisory Agreement as investment
adviser to the Portfolios; 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
INVESCO Global to WRL with respect to the Portfolios 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 INVESCO GLOBAL. INVESCO Global shall act as
co-investment counsel to WRL with respect to the Portfolios. In this capacity,
INVESCO Global shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to WRL as to the selection, acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolios may own or
contemplate acquiring from time to time; provided, however, that notwithstanding
any other provision of this Agreement to the contrary, INVESCO Global shall have
no responsibility with respect to the allocation of the Portfolios' assets among
industrial sectors or countries, it being understood that Meridian Investment
Management Corporation will provide such allocation services to WRL;
(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 Portfolios, the investment recommendations of INVESCO Global, 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 selection, purchase and sale of securities
as directed by the appropriate officers of the Fund or of WRL.
Page 1 of 4
2. OBLIGATIONS OF WRL. WRL shall have the following obligations
under this Agreement:
(a) to keep INVESCO Global continuously and fully informed as to
the composition of each Portfolio's investment securities and the nature of each
Portfolio's assets and liabilities from time to time;
(b) to furnish INVESCO Global with a certified copy of any
financial statement or report prepared for the Fund with respect to each
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 INVESCO Global with any further materials or
information which INVESCO Global may reasonably request to enable it to perform
its functions under this Agreement; and
(d) to compensate INVESCO Global for its services under this
Agreement by the payment of monthly fees equal, as a percentage of each
Portfolio's average daily net assets, to an annual rate of 0.40% of the first
$100 million of assets, and 0.35% of assets in excess of $100 million. In the
event that this Agreement shall be effective for only part of a period to which
any investment advisory 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 INVESCO
Global hereunder shall be payable upon receipt by WRL from each Portfolio of
advisory fees payable to WRL.
3. TREATMENT OF INVESTMENT ADVICE. WRL shall treat the investment
information, advice and recommendations of INVESCO Global as being advisory
only, and shall determine the extent to which such advice and recommendations
relating to each Portfolio shall be passed on to the Fund or incorporated in
investment advice by WRL relating to each Portfolio. WRL may direct INVESCO
Global to furnish its investment information, advice and recommendations
directly to officers or Directors of the Fund.
4. PORTFOLIO BROKERAGE. In accordance with Section 9 of the Advisory
Agreement, WRL delegates to the Sub-Adviser the authority and direction to place
each Portfolio's securities transactions only with brokers and dealers who
render satisfactory service in the execution of orders at the most favorable
prices and at reasonable commission rates; provided, however, that the
Sub-Adviser may pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Sub-Adviser
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular transaction or the
overall responsibilities of the Sub-Adviser. The Sub-Adviser is also authorized
to consider sales of the individual and group life insurance policies issued by
WRL by a broker-dealer as a factor in selecting broker-dealers to execute each
Portfolio's securities transactions, provided that in placing portfolio business
with such broker-dealers, the Sub-Adviser shall seek the best execution of each
transaction and all such brokerage placement shall be consistent with the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
Notwithstanding the foregoing, the Fund shall retain the right to direct the
placement of all securities transactions of each Portfolio, and the Fund's
Directors may establish policies or guidelines to be followed by the Sub-Adviser
in placing securities transactions for each Portfolio pursuant to the foregoing
provisions.
5. COMPLIANCE WITH LAWS. INVESCO Global 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, INVESCO Global will act in conformity with
the Fund's Articles of Incorporation, Bylaws, and current registration statement
applicable to the Portfolios, in each case in the form provided to INVESCO
Global, and with the instructions and
Page 2 of 4
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.
6. 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 INVESCO Global 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 Global by giving 60 days' written
notice of such termination to the Fund and WRL at their respective principal
places of business.
7. 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.
8. 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 each
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
9. 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.
10. 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.
11. ACTIVITIES OF THE SUB-ADVISER. The services of INVESCO Global to
WRL and the Fund under this Agreement shall not be deemed to be exclusive, and
INVESCO Global and its affiliates shall be free to render similar services to
others so long as INVESCO Global fulfills its rights and obligations under this
Agreement. Securities held by each Portfolio may also be held by separate
accounts or other mutual funds for which INVESCO Global or its affiliates act as
an adviser. Because of different investment objectives or other factors, a
particular security may be bought by INVESCO Global or its affiliates for one or
more clients when one or more clients are selling the same security. If
purchases or sales of securities for each Portfolio or entities for which
INVESCO Global or its affiliates act as investment adviser arise for
consideration at or about the same time, INVESCO Global or its affiliates may
engage in transactions in such securities, insofar as feasible, for the
respective entities and clients in a manner deemed equitable to all. To the
extent that transactions on behalf of more than one client of INVESCO Global or
its affiliates during the same period may increase the demand for securities
being purchased or the supply of securities being sold, it is recognized that
there may be an adverse effect on price. It is agreed that, on occasions which
INVESCO Global deems the purchase or sale of a security to be in the best
interests of each Portfolio as well as other accounts or companies, it may, to
the extent permitted by applicable laws and regulations, but will not be
obligated to, aggregate the securities to be so sold or purchased for other
accounts or companies in order to obtain favorable execution and low brokerage
commissions. In that event, allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be made by INVESCO Global
in the manner it considers to be
Page 3 of 4
most equitable and consistent with its fiduciary obligations to each Portfolio
and to such other accounts or companies.
12. LIABILITY OF THE SUB-ADVISER. INVESCO Global shall have no
liability under this Agreement to WRL, the Fund, the Portfolios or to the Fund's
shareholders or creditors for any error of judgment, mistake of law, or for any
loss arising out of any investment, nor for any other act or omission in the
performance of its duties under this Agreement not involving willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties hereunder. WRL shall have no liability under this
Agreement to the Sub-Adviser for any error of judgment, mistake of law, or for
any loss arising out of any investment, nor for any other act of omission in the
performance of its duties under this Agreement or the Advisory Agreement not
involving willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations and duties hereunder.
13. DISCLOSURE DOCUMENTS. INVESCO Global will cooperate with WRL and
the Fund in the preparation of disclosure relating to the Portfolios for the
Fund's Registration Statement, including the prospectuses and statements of
additional information contained therein, or any amendment or supplement
thereto, any preliminary prospectus, any other communications with investors or
any other submissions to governmental bodies or self-regulatory agencies filed
or distributed on or subsequent to the date of this Agreement.
14. NOTICES. Any notice under this Agreement shall be in writing and
shall be deemed given (a) upon personal delivery, or (b) on the first business
day after receipted delivery to a courier service that guarantees next business
day delivery, under circumstances in which such guaranty is applicable, or (c)
on the earlier of delivery or three business days after mailing by United States
certified mail, postage and fees prepaid, to the appropriate party at the
address set forth below, or to such other address as the party so notifies the
other in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INVESCO GLOBAL ASSET MANAGEMENT LIMITED
ATTEST:
BY:___________________________________
_____________________ Xxxxxxx X. Xxxxxx
Secretary Title: Chairman and Director
Address:
WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
ATTEST:
BY:___________________________________
Xxxx X. Xxxxxx
Title: Chairman of the Board, President
______________________ and Chief Executive Officer
Xxxxxxxxx X. Xxxxxxx
Assistant Secretary Address: 000 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
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