EX-99.d(52)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 3rd day of April 2002, by and between
Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and JANUS CAPITAL MANAGEMENT, LLC, a
Delaware limited liability corporation 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, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolios of the Trust
listed on Schedule A hereto (each a "Fund" and collectively the "Funds").
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 Funds for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointments
and agrees to furnish the services herein set forth for the compensation
herein provided.
2. Delivery of Documents and Information.
(a) Adviser has furnished Sub-Adviser with copies properly certified or
authenticated of each of the following:
(i) 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");
(ii) the Trust's By-Laws and amendments thereto;
(iii)resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement and
resolutions of the Trust's Board of Trustees which may affect the
duties of Adviser or Sub-Adviser;
(iv) 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;
(v) the Trust's Registration Statement on Form N-IA 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
Funds (the "Registration Statement"),
(vi) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus");
and
(vii)a copy of the Trust's agreement with the Custodian (the
"Custodian") designated to hold the assets in the Trust and any
modification to such agreement (the "Custody Agreement"). The
Funds' assets shall be maintained in the custody of the Custodian
and in accordance with the Custody Agreement. Any assets added to
the Funds shall be delivered directly to the Custodian.
Sub-Adviser shall have no liability for the acts or omissions of
the Custodian.
(b) Adviser also will furnish the Sub-Adviser from time to time with the
following:
(i) copies of all amendments of or supplements to the documents set
forth in Section 2(a) above, before or at the time the amendments
or supplements become effective;
(ii) timely information regarding such matters as the composition of
assets in the Funds, cash requirements and cash available for
investment in the Funds, and any information as may be reasonably
necessary for Sub-Adviser to perform its responsibilities in
connection with this Agreement, including without limitation,
information relating to Adviser's liquidity procedures,
cross-trade procedures and any other procedures;
(iii)certified copies of any financial statements or reports prepared
for the Trust, including the Funds, by certified or independent
public accountants, and copies of any financial statements or
reports made by the Funds to their shareholders or to any
governmental body or securities exchange; and
(iv) any further materials or information which Sub-Adviser may
reasonably request to enable it to perform its functions under
this Agreement
3. Management. Subject always to the supervision of Trust's Board of Trustees
and the Adviser, Sub-Adviser will have exclusive authority to furnish an
investment program in respect of, and to make investment decisions for, all
assets of the Funds and without prior consultation with the Adviser, to
buy, sell, lend, and otherwise trade in any stocks, bonds, and other
securities and investment instruments on behalf of the Funds, and except as
otherwise provided in this Agreement, without regard to the length of time
the securities and investment instruments have been held and the resulting
rate of portfolio turnover or any tax considerations. Subject to the
investment objectives, policies, and restrictions concerning the Funds set
forth in the Declaration of Trust and By-Laws and in the Registration
Statement, the Funds may be invested in such proportions of stocks, bonds,
other securities or investment instruments, or cash as Sub-Adviser shall
determine. In the performance of its duties, Sub-Adviser will monitor the
Funds' 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 Funds.
Sub-Adviser and Adviser will each be available to the other from time to
time at reasonable times to review investment policies of the Funds and to
consult with each other regarding the investment affairs of the Funds.
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
Funds.
Sub-Adviser represents the following:
(a) Sub-Adviser is a corporation duly organized, validly existing and in
good standing as a corporation under the laws of the State of
Colorado.
(b) Sub-Adviser has all requisite corporate power and authority under the
laws of Colorado and federal securities laws to execute, deliver, and
perform this Agreement.
(c) All necessary corporate proceedings of Sub-Adviser have been duly
taken to authorize the execution, delivery and performance of this
Agreement by Sub-Adviser.
(d) Sub-Adviser is a registered investment adviser under the Investment
Adviser's Act of 1940.
(e) Sub-Adviser will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission in all material respects.
(f) Sub-Adviser will place orders pursuant to its investment
determinations for the Funds either directly with the issuer or with
any broker or dealer selected by Sub-Adviser. Purchase or sell orders
for the Funds may be aggregated with contemporaneous purchase or sell
orders of other clients of Sub-Adviser. 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. Sub-Adviser may pay a broker
or dealer a commission for effecting a securities transaction in
excess of the commission or dealer spread another broker or dealer
would have charged for effecting that transaction if Sub-Adviser
determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research products and/or
services provided by such broker or dealer. This determination, with
respect to brokerage and research services or products, may be viewed
in terms of either that particular transaction or the overall
responsibilities which Sub-Adviser and its affiliates have with
respect to the funds and to accounts over which they exercise
investment discretion, and not all such services or products may be
used by Sub-Adviser in managing the Funds. Portfolio securities may be
purchased from or sold to the Adviser, Sub-Adviser or any affiliated
person of either the Trust, Adviser, or Sub-Adviser, as may be
permitted under the 1940 Act.
(g) Sub-Adviser will report regularly to Adviser and to the Board of
Trustees and will be 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 Funds, including,
without limitation, review of the general investment strategies of the
Funds, the performance of the Funds 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.
(h) Sub-Adviser will prepare and maintain such books and records with
respect to the Funds' securities transactions and will furnish Adviser
and Trust's Board of Trustees such periodic and special reports as may
be mutually agreed upon. The preparation and filing of Schedule 13G
and Form 13F on behalf of the Funds shall be the responsibility of
Sub-Adviser.
(i) Sub-Adviser 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 penalties or contempt proceedings
for failure to comply, when requested to divulge such information by
du y constituted authorities, or when so requested by Trust; and
(j) Sub-Adviser will vote proxies received in connection with securities
held by the Funds.
4. Representations of Adviser. Adviser represents the following:
(a) Adviser is a corporation duly organized, validly existing, and in good
standing as a corporation under the laws of Michigan.
(b) Adviser has all requisite corporate power and authority under the laws
of Michigan and under federal securities laws to execute, deliver and
perform this Agreement.
(c) All necessary corporate proceedings of Adviser and the Funds have been
duly taken to authorize the execution, delivery and performance of
this Agreement by Adviser.
(d) Adviser is a registered investment adviser under the Investment
Adviser's Act of 1940.
(e) Adviser has received a copy of Sub-Adviser's most recent Form ADV as
filed with the SEC.
5. Confidentiality and Proprietary Rights. Adviser will not directly, or
indirectly, and will not permit its employees, officers, directors, agents,
contractors, and the Funds to, in any form or by any means, use, disclose,
or furnish, to any person or entity, records or information concerning the
business of Sub-Adviser, except as necessary for the performance of its
duties under this Agreement or its Investment Management Agreement with the
Trust. Sub-Adviser is the sole owner of the name and xxxx "Xxxxx." Adviser
shall not, and shall use its best efforts to cause the Funds not to,
without prior written consent of Sub-Adviser, use the name and xxxx "Janus"
or make representations regarding the Sub-Adviser or its affiliates. Upon
termination of this Agreement for any reason, Investment Manager shall
immediately cease, and shall use its best efforts to cause the Funds to
immediately cease, all use of any Xxxxx xxxx.
6. Expenses. Adviser shall assume and pay all its organizational, operational,
and business expenses not specifically assumed or agreed to be paid by
Sub-Adviser pursuant to this Agreement, including, without limitation, (a)
interest and taxes; (b) brokerage commissions and other costs in connection
with the purchase or sale of securities or other investment instruments
with respect to the Funds; and (c) custodian fees and expenses. Any
reimbursement of advisory fees required by any expense limitation provision
and any liability arising out of a violation of Section 36(b) of the 1940
Act shall be the sole responsibility of Adviser. Adviser and Sub-Adviser
shall not be considered as partners or participants in a joint venture.
Sub-Adviser will pay its own expenses for the services to be provided
pursuant to this Agreement to the extent not assumed by Adviser above, and
will not be obligated to pay any expenses of Adviser, the Trust, or the
Funds. Subject to the foregoing, during the term of this Agreement,
Sub-Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement.
7. Books and Records. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records maintained and
preserved pursuant to the provisions of Rules 31a-1 and 31a-2 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
Sub-Adviser under the 1940 Act.
8. 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, in accordance with Schedule B hereto.
9. 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 Funds 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(s) 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.
This Agreement shall not in any way limit or restrict Sub-Adviser, its
affiliates, or any of its directors, officers, employees, or agents from
buying, selling, or trading any securities or other investment instruments
for its or their own account or for the account of others for whom it or
they may be acting. Sub-Adviser shall for purposes of this Agreement be
deemed to be an independent contractor and shall, unless otherwise provided
or authorized, have no authority to act for or represent the Funds or
Adviser in any way or otherwise be deemed an agent of the Funds or Adviser
other than in furtherance of its duties and responsibilities set forth in
this Agreement. Sub-Adviser shall not be subject to any written code of
ethics adopted pursuant to Rule 17j-l(b) of the 1940 Act, unless such code
is specifically adopted by Sub-Adviser.
10. Limitation of Liability. Except as may otherwise be provided by federal
securities laws, Adviser will not take any action against Sub-Adviser to
hold Sub-Adviser liable 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, including, without limitation,
any loss in connection with pricing, 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.
Adviser and the Funds shall hold harmless and indemnify Sub-Adviser for any
loss, liability, cost, damage, or expense (including reasonable attorneys'
fees and costs) relating to the Funds arising from any claim or demand by
any past or present shareholder of the Funds that is not based upon the
activities provided by Sub-Adviser pursuant to this Agreement. Adviser
acknowledges and agrees that Sub-Adviser makes no representation or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Funds or that the Funds will perform
comparably with any standard or index, including other clients of
Sub-Adviser, whether public or private.
11. Indemnification. Adviser and the Sub-Adviser each agree to indemnify the
other against any claim against, loss or liability to such other party
(including reasonable attorneys' fees) arising out of any action on the
part of the indemnifying party which constitutes willful misfeasance, bad
faith or gross negligence.
12. Duration and Termination. This Agreement will become effective upon
execution and, unless sooner terminated as provided herein, will continue
in effect for one year from such date.
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 in the manner
required by the 1940 Act and the rules and regulations thereunder.
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 to Sub-Adviser by the Trust's Board of Trustees or by vote
of a majority of the outstanding voting securities of such Fund. This
Agreement may also be terminated as to a Fund at any time, without the
payment of any penalty, on ninety days' written notice by the Adviser or
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 meaning of such terms in the 1940 Act.)
13. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated, except as required by applicable law, and
only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
14. 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.
15. 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 Trust personally, but bind only the assets of Trust,
and persons dealing with the Fund must look solely to the assets of Trust
belonging to such Fund for the enforcement of any claims against Trust.
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the substantive 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 3rd day of April 2002.
Xxxxxxx National Asset Management, LLC
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Chief Financial Officer
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JANUS CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
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Title: Vice President
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SCHEDULE A
APRIL 2, 2002
(Funds)
JNL/Janus Balanced Series
JNL/Janus Aggressive Growth Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
SCHEDULE B
APRIL 2, 2002
(Compensation)
JNL/Janus Capital Growth Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Aggressive Growth Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Global Equities Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Balanced Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Growth & Income Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
