EXHIBIT 99.B5-19
EXHIBIT (D)(20)
FORM OF SUB-ADVISORY AGREEMENT ON BEHALF OF
WRL DREYFUS MID CAP
SUB-ADVISORY AGREEMENT BETWEEN
WRL INVESTMENT MANAGEMENT, INC. AND
THE DREYFUS CORPORATION
Agreement dated May 1, 1999 by and between WRL Investment Management, Inc. a
Florida corporation (the "Manager") whose principal office is located at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and Dreyfus Corporation, a
corporation organized uner the laws of New York (the "Sub-Adviser") whose
principal office is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, the Manager has entered into an Investment Advisory Agreement dated as
of the 1st day of January, 1997 ("Advisory Agreement") with the WRL Series Fund,
Inc. (the "Company"), a Maryland corporation which is engaged in business as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Company is authorized to issue shares of WRL Dreyfus Mid Cap
("Portfolio"), a separate series of the Company; and
WHEREAS, the Sub-Adviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended ("Advisers Act"); and
WHEREAS, the Manager desires to retain the Sub-Adviser as sub-adviser to furnish
certain investment advisory services to the Manager with respect to the
Portfolio and the Sub-Adviser is willing to furnish such services.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the
Manager and the Sub-Adviser agree as follows:
1. APPOINTMENT AND EXPENSES OF THE SUB-ADVISER. The Manager hereby
appoints the Sub-Adviser to serve as sub-adviser with respect to the assets of
the Portfolio and to perform the services hereinafter set forth and the
Sub-Adviser hereby accepts such appointment. The Sub-Adviser agrees, for the
compensation herein provided, to assume all obligations herein provided and bear
all its personnel and other expenses associated with the performance of its
services hereunder. The Company shall be responsible for the Portfolio's
administrative and other direct expenses, including, but not limited to: (a)
fees pursuant to any plan of distribution that the Portfolio may adopt; (b) the
Portfolio's brokerage and commission expenses, including all ordinary and
reasonable transaction costs; (c) fees and expenses of pricing services used by
the Company to determine the value of the Portfolio's holdings; (d) Federal,
state, local and foreign taxes, including issue and transfer taxes incurred by
or levied on the Portfolio; (e) interest charges on any Portfolio borrowings,
(f) the Company's organizational and offering expenses, (g) the cost of the
Company's
personnel providing services to the Company; (h) fees and expenses of
registering the Company's shares under the appropriate Federal securities laws
and of qualifying the Company's shares under applicable state securities laws
and pursuant to any foreign laws; (i) expenses of printing and distributing
reports to the Company's shareholders, proxy materials, prospectuses and
distribution of dividends; (j) costs of the Company's shareholders' meetings and
proxy solicitation; (k) charges and expenses of the Company's custodian and
registrar, transfer agent and dividend disbursing agent; (1) compensation of the
Company's officers, directors and employees that are not "affiliated persons" or
"interested persons" [as defined in Section 2(a) of the 1940 Act and the rules,
regulations and releases relating thereto] of the Manager or Sub-Adviser; (m)
the Company's legal and auditing expenses; (n) cost of certificates representing
shares of the Portfolio; (o) the Company's costs of stationery and supplies; (p)
the Company's insurance expenses; (q) the Company's association membership dues;
(r) travel expenses of officers and employees of the Sub-Adviser to the extent
such expenses relate to the attendance of such persons at meetings at the
request of the Board of Directors of the Company (EXCEPT that a representative
of the Sub-Adviser will attend one Board meeting per year, at the Sub-Adviser's
own expense); and (s) travel expenses for attendance at Board of Directors
meetings by members of the Board of Directors of the Company who are not
"interested persons" or "affiliated persons" of the Manager or Sub-Adviser. The
Sub-Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether herein
or otherwise), have no authority to act for or on behalf of the Company in any
way or otherwise be deemed an agent of the Company.
2. DUTIES OF THE SUB-ADVISER. The Sub-Adviser will deal in good faith
and with due diligence and will use professional skill, care and judgment in the
performance of its duties under this Agreement. In so doing, the Sub-Adviser
shall formulate and implement a continuing program for the management of the
assets of the Portfolio. The Sub-Adviser shall amend and update such program
from time to time as financial and other economic conditions warrant. The
Sub-Adviser shall make all determinations with respect to the investment of the
assets of the Portfolio and shall take such steps as may be necessary to
implement the same, including the placement of purchase and sale orders on
behalf of the Portfolio. The Manager shall be responsible for the administration
of the investment activities of the Company and the Portfolio, including
compliance with the requirements of the 1940 Act, the Internal Revenue Code of
1986, as amended, and all other applicable federal and state laws and
regulations, except for the investment management activities specifically
delegated to the Sub-Adviser pursuant to this Agreement.
3. POWERS OF THE SUB-ADVISER.
3.1 The Sub-Adviser's power to direct the investment and reinvestment
of the assets of the Portfolio shall be exercised in accordance with applicable
law, including Section B17(h) of the Internal Revenue Code and regulations
promulgated thereunder, the Company's Articles of Incorporation, the Advisory
Agreement, and the investment objectives, policies and restrictions set forth in
the then-current Prospectus and Statement of Additional Information
(collectively the "Prospectus") relating to the Portfolio contained in
the Company's Registration Statement under the 1940 Act and the Securities Act
of 1933, as amended. The Company and/or the Manager may also place addititional
limitations on the Sub-Adviser's investment decisions by written notice to the
Sub-Adviser. The Manager agrees to provide promptly to the Sub-Adviser a copy of
the documents mentioned above and all changes made to such documents. The
Sub-Adviser shall not be bound by any changes to the Company's Articles of
Incorporation or the Prospectus relating to the Portfolio until the Sub-Adviser
has received actual written notice of any such change.
3.2 While the Sub-Adviser will have day-to-day responsibility for the
discretionary investment decisions to be made on behalf of the Portfolio, the
Sub-Adviser will be subject to oversight by the Manager. Such oversight,
however, shall not require prior approval of discretionary investment decisions
made by the Sub-Adviser except as may be required by applicable law, the
Portfolio's investment policies and restrictions and/or any limitations imposed
on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding
paragraph. The Manager shall retain the right to instruct the Sub-Adviser to
effect any transactions necessary to ensure compliance with the Portfolio's
investment polices and restrictions as well as the requirements of Subchapter M
of the Internal Revenue Code and the provisions of Section 817(h) of the
Internal Revenue Code and the regulations promulgated thereunder.
3.3 Further, and except as may be qualified elsewhere in this
Agreement, the Sub-Advisers is hereby authorized, for and on behalf of the
Company, with respect to the Portfolio, in its discretion to:
(a) exercise any conversion and/or subscription rights
available in connection with any securities or other investments
held in the Portfolio;
(b) maintain all or part of the Portfolio's assets uninvested in
short-term income-producing instruments for such periods of time
as shall be deemed reasonable and prudent by the Sub-Adviser;
(c) instruct the Custodian, in accordance with the Custodian
Agreement, to deliver for cash received, securities or other cash
and/or securities instruments sold, exchanged, redeemed or
otherwise disposed of from the Portfolio, and to pay cash for
securities or other cash and/or securities instruments delivered
to the Custodian and/or credited to the Portfolio upon acquisition
of the same for the Portfolio;
(d) determine how to vote all proxies received with respect to
securities held in the Portfolio and direct the Custodian as to
the voting of such proxies; and
(e) generally, perform any other act necessary to enable the
Sub-Adviser to carry out its obligations under this Agreement.
4. Selection of Broker-Dealers. The Sub-Adviser shall select the
brokers and dealers through whom transactions on behalf of the
Portfolio will be executed and the markets on or in which such
transactions will be executed and shall place, in the name of the
Portfolio or its nominee (or appropriate foreign equivalent), all
such orders. In selecting brokers and dealers to execute such
transactions, and in negotiating brokerage commissions, and in
obtaining research, statistical and other information from brokers
and dealers in connection with Portfolio transactions, the
Sub-Adviser shall comply with the description of such process
contained in the Advisory Agreement and the Registration
Statement.
4. 1 It is understood that certain other clients (including other
funds, portfolios and accounts) of the Sub-Adviser may have
investment objectives and policies similar to those of the
Portfolio and that the Sub-Adviser may, from time to time, make
recommendations that result in the purchase (or sale) of a
particular security by its other clients and the Portfolio during
the same period of time. If transactions on behalf of more than
one client during the same period increase the demand for
securities being purchased or the supply of securities being sold,
there may be an adverse effect on price or quantity. In such
event, the Sub-Adviser shall allocate the securities or
investments to be purchased or sold, as well as the expenses
incurred in the transactions (including price) in a manner the
Sub-Adviser considers equitable and consistent with its
obligations to the Portfolio and the Sub-Adviser's other clients.
4.2 The Sub-Adviser agrees that it will only enter into
transactions that are covered by Section 10(f) or Section 17(e) of
the 1940 Act if it has (i) complied with Rule 10f-3 or Rule 17e-1
thereunder, respectively, or the terms of an appropriate exemptive
order issued to the Company by the SEC, and (ii) has complied with
the procedures adopted thereunder by the Board of Directors of the
Company which may, pursuant to authority granted by the Company,
be supplemented by interpretive guidelines of the Manager, in
either event only to the extent that the Manager has supplied the
Sub-Adviser with a copy of such exemptive order or procedures. The
Manager shall promptly notify the Sub-Adviser of any parties with
whom engaging in a transaction for the Portfolio would result in a
violation of the 1940 Act.
5. REPORTS AND INFORMATION TO BE PROVIDED BY THE SUB-ADVISER. The
Sub-Adviser shall furnish such information and reports relating to
the Portfolio, its holding and transactions involving Portfolio
securities as the Manager, the Company, and/or the Company's
directors may reasonably require to fulfill its or their legal
responsibilities or to meet regulatory requirements or discharge
other duties they may have. Among the subjects of the reports and
information to be provided by the Sub-Adviser are the following:
(a) Information reasonably required by the Manager to determine
the Company's and Portfolio's compliance with the 1940 Act, the
Advisers Act, the Internal
Revenue Code, applicable federal and state securities and
insurance laws and other applicable laws and regulations or
regulatory and taxing authorities in the United States and other
relevant countries;
(b) Information reasonably required by the Manager to meet the
accounting and operational requirements of the Portfolio. Specific
examples of the types of reports and information that will be
needed by the Manager and the Company are set forth in Exhibit A,
attached hereto;
(c) Information reasonably required by the Manager to satisfy its
reporting obligations to the Company arising from the Investment
Advisory Agreement between the Manager and the Company;
(d) Information reasonably required by the Manager to determine
the Sub-Adviser's compliance with Rule 17j-I under the 1940 Act
with respect to the Sub-Adviser's activities on behalf of the
Portfolio; and
(e) Information reasonably necessary to respond to specific
inquiries from the Company's management and/or Board of Directors.
6. NON-EXCLUSIVE SERVICES, CONFLICTS OF INTEREST, MATERIAL
NONPUBLIC INFORMATION AND USE OF NAME.
6.1 The Manager understands that the Sub-Adviser and its
affiliates may furnish investment management and advisory services
to others, and that the Sub-Adviser and its affiliates shall be at
all times free, in their discretion, to make recommendations to,
and investments for, others which may or may not correspond to
investments made for the Portfolio. The Manager further
understands that the Sub-Adviser, its affiliates, and any officer,
director, stockholder, employee or any member of their families
may or may not have an interest in the securities whose purchase
and sale the Sub-Adviser effects for the Portfolio. Actions taken
by the Sub-Adviser on behalf of the Portfolio may be the same as,
or different from, actions taken by the Sub-Adviser on its own
behalf or for others or from actions taken by the Sub-Adviser's
affiliates, officers, directors, partners, employees of the
Sub-Adviser or its affiliates, or the family members of such
persons or other investors. The Sub-Adviser represents that it has
in effect a code of ethics that complies with Rule 17j-1 under the
1940 Act and has procedures in place that, taken together, provide
reasonable enforcement of the Code's provisions. Similarly, the
Sub-Adviser represents that, with respect to the use of
nonmaterial nonpublic information, it has complied, and will
continue to comply, with Section 204A of the Investment Advisers
Act of 1940, as amended ("Adviser Act") and any rules thereunder.
6.2 The Manager recognizes that from time to time directors,
officers, and employees of the Sub-Adviser may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include the
name "Dreyfus" as part of their name, and that the Sub-Adviser or
its affiliates may enter into investment advisory, administration
or other agreements with such entities. If the Sub-Adviser ceases
to act as the Portfolio's sub-adviser pursuant to the Investment
Sub-AdvisoryAgreement, the Manager agrees that, at the
Sub-Adviser's request, it will cause the Company to take all
necessary action to change the name of the Portfolio to a name not
including "Dreyfus" in any form or combination of words.
7. DISCLOSURE OF INFORMATION AND CONFIDENTIALITY
7.1 The Sub-Adviser and the Manager, either during or after the
termination of this Agreement, are authorized with respect to
matters arising out of this Agreement to make any disclosures
and/or participate in any conduct required by any applicable law,
rule, regulation, self-regulating organization, investment
exchange or any other body having regulatory or enforcement
responsibility with respect to any investment business conducted
by the Sub-Adviser on behalf of the Portfolio.
7.2 Subject to paragraph 7.1 above, the Sub-Adviser agrees that
all information which has or will come into its possession or
knowledge concerning the Portfolio or its investments in
connection with this Agreement shall be held by the Sub-Adviser in
confidence. The Sub-Adviser shall make no use of such information
other than for the performance of this Agreement, shall disclose
such information only to the directors, officers or employees of
the Sub-Adviser or its affiliated firms or of any third party
appointed pursuant to this Agreement requiring such information
and shall not disclose such information to any other person
without the written consent of the Company; provided, however,
that to the extent the investments for the Portfolio are similar
to investments for other clients of the Sub-Adviser, the
Sub-Adviser may disclose such investments without direct reference
to the Portfolio. The Sub-Adviser may also include the name of the
Portfolio in a representative client list.
7.3 Subject to paragraph 7.1 above, the Manager agrees that all
information which has or will come into its possession or
knowledge concerning the operations and procedures of the
Sub-Adviser shall be held by the Manager in confidence. The
Manager shall make no use of such information other than for the
performance of this Agreement, shall disclose such information
only to its directors, officers or employees or those of its
affiliated firms or the Company and shall not disclose such
information to any other person without the written consent of the
Sub-Adviser.
7.4 Each party hereto agrees not to refer to the other party or
its affiliates in any advertisement (including those or relating
to the Company or the Portfolio) or other marketing materials
without the prior written consent of such party. However, the
parties hereto agree that they may reference one another as
necessary in regulatory and other legal filings. Further, the
parties agree that they will not unreasonably withhold permission
to use their names or otherwise reference them in materials used
to describe the Portfolio and/or the Company.
8. DEALINGS WITH THE CUSTODIAN. The Manager shall notify the
Sub-Adviser of the appointment of the custodian(s) ("Custodian")
for all or any portion of the Portfolio's assets, shall provide
the Sub-Adviser with a true and complete copy of each agreement
with the Custodian that deals with the Portfolio's assets
("Custodian Agreement"), and shall provide the Sub-Adviser with
the names of persons authorized to act on behalf of the Custodian
and such other information as the Sub-Adviser shall reasonably
require. The Sub-Adviser agrees to give instructions in accordance
with the terms of the applicable Custodian Agreements. The Manager
agrees to provide promptly to the Sub-Adviser a copy of all
relevant Custodian Agreements, and all changes made to such
documents.
9. DELEGATION OF THE SUB-ADVISER'S RESPONSIBILITIES. The
Sub-Adviser may not delegate its investment advisory
responsibilities as Sub-Adviser to the Portfolio. However, the
Sub-Adviser may employ, retain or otherwise avail itself of the
services and facilities of persons and entities within its own
organization or any other organization for the purpose of
providing the Sub-Adviser, the Manager or the Portfolio with such
information, advice or assistance, including but not limited to
advice regarding economic factors and trends and advice as to
transactions in specific securities, as the Sub-Adviser may deem
necessary, appropriate or convenient for the discharge of its
obligations hereunder or as may otherwise be helpful to the
Manager or the Portfolio, or in the discharge of the Sub-Adviser's
overall responsibilities with respect to the other accounts for
which it serves as investment manager or investment adviser. The
Sub-Adviser's acquisition of information, advice or assistant
pursuant to this paragraph shall be at the sub-Adviser's own
expense and shall not relieve the Sub-Adviser of any of its
obligations under this Agreement.
10. COMPENSATION. For the services to be rendered under this
Agreement and the facilities to be furnished, the Manager shall
pay to the Sub-Adviser a monthly management fee as specified in
Schedule A of this Agreement. (If an IDEX Dreyfus Mid Cap fund is
established, the fees payable to Dreyfus with respect to the WRL
Dreyfus Mid Cap portfolio will be based upon the average daily net
assets, on a combined basis, of both the IDEX Dreyfus Mid Cap fund
and WRL Dreyfus Mid Cap portfolio.) The monthly management fee
shall be paid to the Sub-Adviser not later than the tenth business
day of the month following the month in which such services were
rendered and shall be based upon the average net asset values of
all the issued and outstanding shares of the Portfolio as
determined as of the close of each business day of the month
pursuant to the Articles of Incorporation, Bylaws and currently
effective Prospectus of the Portfolio. Payments of the monthly
management fee will be accompanied by documentation that verifies
the calculation of such fee. If the management of the Portfolio by
the Sub-Adviser commences or terminates at any time other than the
beginning or end of a month, the management fee shall be prorated
for that portion of such month during which this Agreement was in
force. Payment of the monthly management fee shall be transmitted
by wire from the Manager to the Sub-Adviser's account as follows:
The Bank of New York
ABA 02100018
For the Account of The Dreyfus Corporation
Account # 8540021679
11. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents
and agrees that:
(a) The Sub-Adviser is registered as an "investment adviser" under
the Advisers Act and is currently in compliance in all material
respects and shall at all times continue to comply in all material
respects with the requirements imposed upon it by the Advisers
Act, the 1940 Act, the Internal Revenue Code, state securities
laws and all applicable rules and regulations thereunder as they
relate to the services provided under this Agreement. The
Sub-Adviser will immediately notify the Manager if it becomes
aware of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of an investment
company pursuant to Section 9 of the 1940 Act or any other
applicable law or regulation.
(b) The Sub-Adviser will maintain, keep current and accurate, and
preserve all records with respect to the Portfolio as are required
of it under the Adviser Act and the 1940 Act, in the manner
pvodided by such Acts and the rules thereunder. The Sub-Adviser
agrees that such records are the property of the Company, and
following termination of this Agreement will be surrendered to the
Company promptly upon request except to the extent that they are
required to be retained by the Sub-Adviser under applicable law.
Further, such records shall be open to inspection by the Company.
The Sub-Adviser will also assure that the Company will have the
same access as the Sub-Adviser has to records relating to the
Portfolio that are held by relevant third parties. Such
inspections will be at reasonable times during business hours and
only upon reasonable notice of the Company's desire to make an
inspection.
(c) The Sub-Adviser agrees to advise the Manager of any internal
developments, such as the reassignments of a portfolio manager,
that would require Prospectus disclosure and to provide any
necessary information related to such developments.
(d) The Sub-Adviser has provided the Manager and the Company with
a copy of its most recent and complete Form ADV and will promptly
furnish them with copies of any material amendments to the Form.
(e) The Sub-Adviser shall furnish the Manager with a certificate,
signed by a duly authorized officer of the Sub-Adviser that
designates the officers or employees of the Sub-Adviser having
authority to act for and on behalf of the Sub-Adviser in
connection with this Agreement. The Sub-Adviser agrees that, until
such time as the Manager is otherwise informed in writing by a
duly authorized officer of the Sub-Adviser, the Manager shall be
authorized and entitled to rely on any notice, instruction,
request, order or other communication, given either in writing or
orally, and reasonably believed by the Manager in good faith to be
given by an authorized representative of the Sub-Adviser.
12. REPRESENTATIONS OF THE MANAGER. The Manager represents and agrees
that:
(a) The Manager is registered as an "investment adviser" under the
Adviser Act and has provided to the Sub-Adviser a copy of its most
recent and complete Form ADV, along with a copy of the Advisory
Agreement and the current Company Prospectus regarding the
Portfolio. After any amendment to the documents referenced in this
paragraph, the Manager will promptly furnish a copy of such
amended document to the Sb-Adviser. In addition, the Manager will
provide the Sub-Adviser with notice of proposed changes in the
Prospectus and the opportunity to review and comment upon such
changes before they are finalized, wherever possible.
(b) Subject to the Sub-Advisers performance under this Agreement
in accordance with its terms, the Manager and the Company are
currently in material compliance and shall at all times continue
to be in material compliance with the relevant requirements of the
Adviser Act, the 1940 Act, all applicable state securities and
insurance laws, and the rules thereunder, as they pertain to the
Portfolio.
(c) The Manager shall furnish the Sub-Adviser with a certificate,
signed by a duly authorized officer of the Manager that designates
the officers or employees of the Manager having authority to act
for and on behalf of the Manager in connection with this
Agreement. The Manager agrees that, until such time as the
Sub-Adviser is otherwise informed in writing by a duly authorized
officer of the Manager, the Sub-Adviser shall be authorized and
entitled to rely on any notice, instruction, request, order or
other communication, given either in writing or
orally, and reasonably believed by the Sub-Adviser in good faith
to be given by an authorized representative of the Manager.
13. LIABILITY, INDEMNIFICATION AND FORCE MAJEURE.
13.1 The Sub-Adviser, its affiliated firms or its or their
employees, officers, or directors will not be liable for any error
of judgment or mistake of law or for any loss suffered by the
Manager, the Company, or the Portfolio or its shareholders, in
connection with the performance of their duties under this
Agreement, except for loss resulting from willful misfeasance, bad
faith or gross negligence on their part in the performance of
their duties or from reckless disregard by them of their duties
under this Agreement.
13.2 The Manager shall indemnify the Sub-Adviser against all
claims which may be made against the Sub-Adviser in connection
with the exercise of the powers and discretions conferred upon it
pursuant to this Agreement, including reasonable attorneys' fees
incurred in connection with any such claim, EXCEPT insofar as such
claims allege or are the result of the willful misfeasance, bad
faith or gross negligence of the Sub-Adviser or any of its
affiliated firms or its or their employees, officers or directors
or its or their violation of applicable law. Conversely, the
Sub-Adviser shall indemnify the Manager and the Company against
all claims alleging or resulting from the willful misfeasance, bad
faith or gross negligence of the Sub-Adviser or any of its
affiliated firms or its or their employees, officers or directors
or its or their violation of applicable law, including reasonable
attorneys' fees incurred in connection with any such claim.
13.3 Neither party shall be held responsible for their
non-performance of any of their obligations under this Agreement
by reason of any cause beyond their control, including any
breakdown or failure of transmission, communication or computer
facilities, postal or other strikes or similar industrial action
and the failure of any relevant exchange, clearing house and/or
broker for any reason to perform its obligations.
14. TERM, RENEWAL AND TERMINATION
14.1 This Agreement shall, with respect to the Portfolio, become
effective as of the date first above written and shall remain in
force for two years thereafter, and for successive annual periods
thereafter but only so long as each such continuance is
specifically approved at least annually by (1) a majority of the
Directors of the Company or (2) a vote of the holders of a
majority of the outstanding voting securities (as defined in the
▇▇▇▇ ▇▇▇) of the Portfolio, provided that in either event its
continuance is also approved by a majority of the Company's
Directors who are not "interested persons" of any party to the
Agreement by vote cast in person at a meeting calling for the
purpose of voting on such approval. It shall be the duty of the
Directors of the Company to request
and evaluate, and the duty of the Manager and Sub-Adviser to
furnish, such information as may be reasonably necessary to
evaluate the terms of this Agreement and any renewal hereof.
14.2 This Agreement may be terminated with respect to the
Portfolio at any time without the payment of any penalty by the
Portfolio (1) on sixty (60) days' written notice to the Manager
and the Sub-Adviser, by a vote of a majority of the Board of
Directors of the Company, by vote of the holders of a majority of
the outstanding voting securities (as defined in the ▇▇▇▇ ▇▇▇) of
the Portfolio or per the terms of the exemptive order - ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇ dated August 5, 1998 under Section 6(c) of the 1940 Act
granting an exemption from Section 15(a) of the Act and Rule 18f-2
thereunder; or (2) by the Sub-Adviser on 60 days' written notice
to the Manager and the Company.
14.3 This Agreement shall automatically terminate in the event of
its assignment, as that term is defined in Section 2(a)(4) of the
1940 Act and the rules thereunder.
14.4 Upon the Manager's receipt or service of any notice given by
or to the Company concerning the termination of the Manager's
appointment as the investment adviser to the Company, the Manager
shall immediately forward a copy of such notice to the Sub-Adviser
and the Sub-Adviser's appointment under this Agreement shall
terminate on the same date as the termination of the Manager's
appointment.
15. AMENDMENT. No material amendment to or modification of this
Agreement shall be effective unless and until it is set forth in a
written amendment by the Manager and the Sub-Adviser and, if
required by the 1940 Act and the terms of any exemptive relief
applicable to the Company, approved by the Board of Directors of
the Company and/or by the vote of a majority of the outstanding
shares of the Portfolio, as defined in the 1940 Act.
16. AUTHORITY AND ENFORCEABILITY.
16.1 Each of the parties to this Agreement hereby represents that
it is duly authorized and empowered to execute, deliver, and
peform this Agreement and that such actions do not conflict with
or violate any provision of law, rule, regulation, other legal
requirement, contract or other instrument to which it is a party
or to which it is subject and that this Agreement constitutes a
valid and binding obligation, inuring to the benefit of the
Manager and the Sub-Adviser and their respective successors,
enforceable in accordance with its terms.
16.2 If any provision of this Agreement shall be held or made
invalid or unenforceable by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby and any such invalid or unenforceable
provision shall be deemed to be replaced with a valid and
enforceable provision that most closely reflects the intention of
the parties.
17. APPLICABLE LAW. To the extent that state law is not preempted
by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time,
this Agreement shall be administered, construed and enforced
according to the laws of the State of New York.
18. NOTICES. All notices hereunder shall be in writing and shall
be delivered in person or by certified mail (return receipt
requested) to the parties at the addresses set forth below:
If to the Manager: WRL Investment Management, Inc.
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▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
If to the Sub-Adviser: The Dreyfus Corporation
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Fax #: ▇▇▇-▇▇▇-▇▇▇▇
Attn: General Counsel
or such other name or address as may be given in writing to the
other party.
Unless specifically provided elsewhere, notice given as provided
above shall be deemed to have been given, if by personal delivery,
on the day of such delivery, and if by certified mail, on the date
on which such notice is received.
19. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their duly authorized officers.
WRL INVESTMENT MANAGEMENT, INC.
By:
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman, Director & President
THE DREYFUS CORPORATION
By:
Name:
Title:
Sub-Advisory Agreement
SCHEDULE A
SUB-ADVISORY FEE
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PORTFOLIO ANNUAL PERCENTAGE TERMINATION DATE
OF MONTHLY AVERAGE
DAILY NET ASSETS
------------------------------------- ----------------------------------- -----------------------------------
WRL DREYFUS MID CAP 0.45% of the first April 30, 2001
$100 million of the
portfolio's average
daily net assets;
0.40% of assets in
excess of $100
million (from first
dollar)*
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*In the event that an IDEX Dreyfus Mid Cap fund is established, the fees payable
for this portfolio will be based upon the average daily net assets, on a
combined basis, for both the WRL Dreyfus Mid Cap portfolio and the IDEX Dreyfus
Mid Cap fund.
EXHIBIT A
EXAMPLES OF THE ROUTINE ACCOUNTING AND OPERATIONAL INFORMATION AND DOCUMENTATION
REQUIREMENTS OF THE PORTFOLIO TO BE SATISFIED BY THE SUB-ADVISER
The following information is to be provided to:
Investors Bank & Trust Company
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FAX: (▇▇▇) ▇▇▇-▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
1. DOCUMENTATION OF TRADES. On a daily basis, via facsimile, a listing of that
day's executed trades and copies of the trade tickets for that day's trades. The
signature or initials of a duly authorized officer or employee of the
Sub-Adviser should be placed on the trade tickets to validate the authenticity
of the trading information. With respect to trades for which no DTC affirmation
is available, hard copies of broker confirmation for such trades.
▇.▇▇▇▇▇▇▇▇ PRICING. On a monthly basis, or more frequently as required under
the circumstances, by telephone or facsimile: (i): review with the Company's
Fund Accounting Department (the "Department") the prices of the Portfolio's
securities, which shall be provided by the Department; (ii) inform the
Department of its agreement or disagreement with such prices; and (iii) in any
instance where the pricing services utilized by the Department do not provide
a price for a security held by the Portfolio, provide the Department with
reasonable assistance in determining a price for such security.