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EXHIBIT (5)(b)(xix)
AMENDMENT TO
SUBADVISORY AGREEMENT
NASL SERIES TRUST
AMENDMENT made as of this ____ day of _______ 199_ 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 and Common Stock 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: .150% of the first
$50,000,000, .150% 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.
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2. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains
in full force and effect.
3. EFFECTIVE 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.
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:
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Manufacturers Adviser Corporation
By:
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