EX-99.d38
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 31st day of January 2001, by and
between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and ALLIANCE CAPITAL
MANAGEMENT L.P., a Delaware limited partnership and registered investment
adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the JNL Series Trust
(the "Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations;
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the series of the Trust listed on
Schedule A hereto ("Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on
the terms set forth in this Agreement. Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Adviser designates one or more series other than the
Fund with respect to which the Adviser wishes to retain the Sub-Adviser
to render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such series
shall become a Fund hereunder, and be subject to this Agreement.
2. Delivery of Documents. Adviser has or will furnish Sub-Adviser
with copies properly certified or authenticated of each of the
following:
a) the Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of The Commonwealth of Massachusetts on
June 1, 1994, and all amendments thereto or restatements
thereof (such Declaration, as presently in effect and as it
shall from time to time be amended or restated, is herein
called the "Declaration of Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Trust's Board of Trustees authorizing
the appointment of Sub-Adviser and approving this
Agreement;
d) the Trust's Notification of Registration on Form N-8A under
the 1940 Act as filed with the Securities and Exchange
Commission (the "SEC") and all amendments thereto;
e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") and under the
1940 Act as filed with the SEC and all amendments thereto
insofar as such Registration Statement and such amendments
relate to the Fund; and
f) the Trust's most recent prospectus and Statement of
Additional Information (collectively called the
"Prospectus").
Adviser will furnish the Sub-Adviser from time to time with
copies of all amendments of or supplements to the foregoing.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment
program in respect of, and make investment decisions for, all assets
of the Fund and place all orders for the purchase and sale of
securities, all on behalf of the Fund. In the performance of its
duties, Sub-Adviser will satisfy its fiduciary duties to the Fund (as
set forth below), and will monitor the Fund's investments, and will
comply with the provisions of Trust's Declaration of Trust and By-Laws,
as amended from time to time, and the stated investment objectives,
policies and restrictions of the Fund. Sub-Adviser and Adviser will
each make its officers and employees available to the other from time
to time at reasonable times to review investment policies of the
Fund and to consult with each other regarding the investment affairs
of the Fund. Sub-Adviser will report to the Board of Trustees and to
Adviser with respect to the implementation of such program. Sub-Adviser
is responsible for compliance with the provisions of Section 817(h) of
the Internal Revenue Code of 1986, as amended, applicable to the Fund.
The Sub-Adviser further agrees that it:
a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;
b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects
and in addition will conduct its activities under this
Agreement in accordance with any applicable regulations of any
governmental authority pertaining to its investment advisory
activities;
c) will place orders pursuant to its investment determinations
for the Fund either directly with the issuer or with any
broker or dealer, including an affiliated broker-dealer which
is a member of a national securities exchange as permitted in
accordance with guidelines established by the Board of
Trustees. In placing orders with brokers and dealers, the
Sub-Adviser will attempt to obtain the best combination of
prompt execution of orders in an effective manner and
at the most favorable price. Consistent with this obligation,
Sub-Adviser may, in its discretion, purchase and sell
portfolio securities to and from brokers and dealers who
provide the Sub-Adviser with research advice and other
services. In no instance will portfolio securities be
purchased from or sold to the Adviser, Sub-Adviser or any
affiliated person of either the Trust, Adviser, or
Sub-Adviser, except as may be permitted under the 1940 Act;
d) will report regularly to Adviser and to the Board of Trustees
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of
Trustees on a regular basis at reasonable times the management
of the Fund, including, without limitation, review of the
general investment strategies of the Fund, the performance of
the Fund in relation to standard industry indices, interest
rate considerations and general conditions affecting the
marketplace and will provide various other reports from time
to time as reasonably requested by Adviser;
e) will prepare and maintain such books and records with respect
to the Fund's securities transactions and will furnish Adviser
and Trust's Board of Trustees such periodic and special
reports as the Board or Adviser may request;
f) will act upon instructions from Adviser not inconsistent with
the fiduciary duties hereunder;
g) will treat confidentially and as proprietary information of
Trust all such records and other information relative to Trust
maintained by the Sub-Adviser, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by Trust, which
approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, or when so requested by Trust; and
h) will vote proxies received in connection with securities held
by the Fund consistent with its fiduciary duties hereunder.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage
commission, if any) purchased for the Fund.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1(b)(5), (6), (7), (9) and (10)
under the 1940 Act.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a
sub-advisory fee, accrued daily and payable monthly on the average
daily net assets in the Fund or Funds excluding the net assets
representing organizational capital contributed by Xxxxxxx National
Life Insurance Company in accordance with Schedule B hereto. From time
to time, the Sub-Adviser may agree to waive or reduce some or all of
the compensation to which it is entitled under this Agreement.
The Sub-Adviser hereby represents that the annual fee rate set forth as
Exhibit B to this Agreement is equal to or less than the annual fee
rate currently in effect with respect to each other client of the
Sub-Adviser for whom the Sub-Adviser provides the same or substantially
similar services, excluding eleemosynary accounts, those clients whose
fees are based on investment performance and those clients serviced by
the Sub-Adviser prior to the implementation of its current domestic
equity fee schedules. The Sub-Adviser agrees that it will promptly
notify the Client and adjust the annual fee rate in a manner designed
to maintain compliance with this provision in the event that the
Sub-Adviser charges lower effective rates to other clients receiving
the same or substantially similar services from the Sub-Adviser,
excluding eleemosynary accounts, those clients whose fees are based on
investment performance and those clients serviced by the Sub-Adviser
prior to the implementation of its current domestic equity fee
schedules. For purposes of this provision, substantially similar
services are services that consist of the management of portfolios (i)
comprised primarily of U.S. domestic equity securities, (ii) managed in
accordance with the Sub-Adviser's Disciplined Growth management style,
and (iii) consisting of similar asset sizes.
7. Services to Others. Adviser understands, and has advised the Trust's
Board of Trustees, that Sub-Adviser now acts, or may in the future act,
as an investment adviser to fiduciary and other managed accounts, and
as investment adviser or sub-investment adviser to other investment
companies. Adviser has no objection to Sub-Adviser acting in such
capacities, provided that whenever the Fund and one or more other
investment advisory clients of Sub-Adviser have available funds for
investment, investments selected for each will be allocated in a manner
believed by Sub-Adviser to be equitable to each. Adviser recognizes,
and has advised Trust's Board of Trustees, that in some cases this
procedure may adversely affect the size of the position that the
participating Fund may obtain in a particular security. In addition,
Adviser understands, and has advised Trust's Board of Trustees, that
the persons employed by Sub-Adviser to assist in Sub-Adviser's duties
under this Agreement will not devote their full time to such service
and nothing contained in this Agreement will be deemed to limit or
restrict the right of Sub-Adviser or any of its affiliates to engage
in and devote time and attention to other businesses or
to render services of whatever kind or nature.
8. Standard of Care and Limitation of Liability. The Sub-Adviser shall
exercise its best judgment and shall act in good faith in rendering the
services pursuant to this Agreement.
Sub-Adviser, its officers, directors, employees, agents or affiliates
will not be subject to any liability to the Adviser or the Fund or
their directors, officers, employees, agents or affiliates for any
error of judgment or mistake of law or for any loss suffered by the
Fund in connection with the performance of Sub-Adviser's duties under
this Agreement, except for a loss resulting from Sub-Adviser's willful
misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
9. Indemnification. Notwithstanding Section 8 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Adviser, any
affiliated person of the Adviser, and each person, if any, who, within
the meaning of Section 15 of the 1933 Act, controls ("controlling
person") the Adviser (all of such persons being referred to as "Adviser
Indemnified Persons") against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other
expenses) to which an Adviser Indemnified Person may become subject
under the 1933 Act, 1940 Act, the Investment Advisers Act of 1940,
the Internal Revenue Code, under any other statute, at common law or
otherwise, arising out of the Sub-Adviser's responsibilities as
Sub-Adviser to the Fund and to the Trust which (1) may be based upon
any misfeasance, malfeasance, or nonfeasance by the Sub-Adviser, any of
its employees or representatives, or any affiliate of or any person
acting on behalf of the Sub-Adviser, (2) may be based upon a failure to
comply with Section 3 of this Agreement, or (3) may be based upon any
untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, or any amendment or supplement thereto, or
the omission or alleged omission to state therein a material fact known
or which should have been known to the Sub-Adviser and was required to
be stated therein or necessary to make the statements therein not
misleading, if such a statement or omission was made in reliance upon
information furnished to the Adviser, the Trust, or any affiliated
person of the Adviser or Trust by the Sub-Adviser or any affiliated
person of the Sub-Adviser; provided, however, that in no case shall the
indemnity in favor of an Adviser Indemnified Person be deemed to
protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement.
10. Duration and Termination. This Agreement will become effective as to a
Fund upon execution or, if later, the date that initial capital for
such Fund is first provided to it and, unless sooner terminated
as provided herein, will continue in effect until March 31, 2002.
Thereafter, if not terminated as to a Fund, this Agreement will
continue in effect as to a Fund for successive periods of 12 months,
provided that such continuation is specifically approved at least
annually by the Trust's Board of Trustees or by vote of a majority of
the outstanding voting securities of such Fund, and in either event
approved also by a majority of the Trustees of the Trust who are not
interested persons of the Trust, or of the Adviser, or of the
Sub-Adviser. Notwithstanding the foregoing, this Agreement may be
terminated as to a Fund at any time, without the payment of any
penalty, on sixty days' written notice by the Trust or Adviser, or on
ninety days' written notice by the Sub-Adviser. This Agreement will
immediately terminate in the event of its assignment. (As used in
this Agreement, the terms "majority of the outstanding voting
securities", "interested persons" and "assignment" have the same
meanings of such terms in the 1940 Act.) The Sub-Adviser agrees that
it will notify the Adviser of any changes in the membership of
the general partners of the Sub-Adviser within a reasonable time after
such change.
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally; but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.
12 Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
will be binding upon and shall inure to the benefit of the parties
hereto.
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under, the
Declaration of Trust, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to
any and all amendments thereto so filed or hereafter filed. The
obligations of the "JNL Series Trust" entered in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any
of the Trustees, Shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and persons dealing
with the Fund must look solely to the assets of the Trust belonging to
such Fund for the enforcement of any claims against Trust.
14. Representations and Warranties of the Sub-Adviser.
The Sub-Adviser hereby represents that this Agreement does not violate
any existing agreements between the Sub-Adviser and any other party.
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of
1940, as amended and has provided to the Adviser a copy of its most
recent Form ADV as filed with the Securities and Exchange Commission.
The Sub-Adviser further represents that is has reviewed the
post-effective amendment to the Registration Statement for the Trust
filed with the Securities and Exchange Commission that contains
disclosure about the Sub-Adviser, and represents and warrants that,
with respect to the disclosure about the Sub-Adviser or information
relating, directly or indirectly, to the Sub-Adviser, such Registration
Statement contains, as of the date hereof, no untrue statement of any
material fact and does not omit any statement of a material fact which
was required to be stated therein or necessary to make the statements
contained therein not misleading.
15. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 31st day of January 2001.
Xxxxxxx National Asset Management, LLC
By:
Name: Xxxxxx X. Xxxxxxx
Title: President
Alliance Capital Management L.P.
By:
Name:
Title:
SCHEDULE A
DATED JANUARY 31, 2001
(Fund)
JNL/Alliance Growth Series
SCHEDULE B
DATED JANUARY 31, 2001
(Compensation)
JNL/Alliance Growth Series
0.90% on the first $10 million
0.75% on the next $10 million
0.625% on the next $20 million
0.375% on the next $20 million
0.25% over $60 million
