INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 2nd day of March, 1998, by and between
XXXXXXX NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and STANDARD & POOR'S INVESTMENT ADVISORY
SERVICES, INC., a Delaware 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, 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; provided,
however, that the Sub-Adviser shall not be responsible where the
non-compliance of the Fund with Section 817(h) of the Internal Revenue Code
of 1986, as amended, is directly caused by the failure of a registered
investment company in which the Fund invests to comply with such Section.
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 be the responsibility of the Adviser to execute all portfolio
transactions for the Fund and that the Adviser will direct all
incoming cash, maintain the allocations as directed by the Sub-Adviser
and provide all required financial reporting;
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 reasonably 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 (to the extent the foregoing is
applicable).
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. Subject to the preceding sentence, 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 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 in
accordance with Schedule B hereto, accrued daily and payable monthly on the
average daily net assets in the Fund or Funds excluding the net assets
representing capital contributed by Xxxxxxx National Life Insurance Company
(i.e., seed money). From time to time, the Sub-Adviser may, but shall not
be obligated to, agree to waive or reduce some or all of the compensation
to which it is entitled under this Agreement. Any and all payments to the
Sub-Adviser hereunder shall be accompanied by a statement setting forth the
basis for its calculation.
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. Adviser and Sub-Adviser each agree to indemnify and hold
harmless the other and its officers, directors, employees, agents and
affiliates 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.
In addition, Adviser agrees to indemnify and hold harmless the Sub-Adviser
and its officers, directors, employees, agents and affiliates against any
and all judgments, damages, costs or losses of any kind (including
reasonable attorneys' fees) incurred as a result of any action or
proceeding that arises out of or relates to this Agreement or the Fund and
which does not result in a finding that the Sub-Adviser was negligent or at
fault.
As a condition to a party's right to indemnification hereunder, the
indemnified party shall be required to (a) notify the indemnifying party
promptly of any claim, action or proceeding to which it is entitled to be
indemnified hereunder, (b) grant the indemnifying party sole control of the
defense and/or settlement thereof and (c) cooperate with the indemnifying
party in the defense thereof.
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 for two years 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 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 by either party. (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.)
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 2nd day of March, 1998.
XXXXXXX NATIONAL FINANCIAL
SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------
Title: President
--------------------------
STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------
Name: Xxxxx Xxxxxxx
--------------------------
Title: VP S&P Investment Advisory
Services, Inc.
--------------------------
SCHEDULE A
(Funds)
JNL/S&P Conservative Growth Series I
JNL/S&P Moderate Growth Series I
JNL/S&P Aggressive Growth Series I
JNL/S&P Very Aggressive Growth Series I
JNL/S&P Equity Growth Series I
JNL/S&P Equity Aggressive Growth Series I
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
SCHEDULE B
(Compensation)
JNL/S&P Conservative Growth Series I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Moderate Growth Series I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Aggressive Growth Series I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Very Aggressive Growth Series I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Growth Series I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Aggressive Growth Series I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Conservative Growth Series II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Moderate Growth Series II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Aggressive Growth Series II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Very Aggressive Growth Series II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Growth Series II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Aggressive Growth Series II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
