EX-99.23(d)46
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this ___ day of _______ 2001, by and
between Xxxxxxx National Asset Management, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and AIM CAPITAL
MANAGEMENT, INC., a _______ 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 ("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 appointments and agrees to
furnish the services herein set forth for the compensation herein provided.
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 for the Fund (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
Funds 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, when the execution and price offered by
two or more brokers or dealers are comparable 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. Subject to such policies as the Board of Trustees may determine,
the Sub-Adviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason
of its having caused the Fund to pay a broker-dealer that provides
brokerage and research service to the Sub-Adviser an amount of commission
for effecting a portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer, viewed in terms of either
that particular transaction or the Sub-Adviser's overall responsibilities
with respect to the Trust and to other clients of the Sub-Adviser as to
which the Sub-Adviser exercises investment discretion. 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 the 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;
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 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 therefore, a sub-advisory fee
accrued daily and payable monthly on the average daily net assets in the Funds
excluding the net assets representing capital contributed by Xxxxxxx National
Life Insurance Company in accordance with Schedule B hereto.
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 suitable and appropriate for each
will be allocated in a manner believed by Sub-Adviser to be equitable to each.
Sub-adviser may group orders for a Fund with orders for other funds and accounts
to obtain the efficiencies that may be available on larger transactions when it
determines that investment decisions are appropriate for each participating
account. Sub-adviser cannot assure that such policy will not adversely affect
the price paid or received by a Fund. 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. Limitation of Liability. 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 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.
10. Duration and Termination. This Agreement will become effective as to a
Fund upon execution or, if later, on 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 the date of its execution. 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 meaning
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 limit 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
the Trust.
14. 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 ____day of ________ 2001.
Xxxxxxx National Asset Management, LLC
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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AIM CAPITAL MANAGEMENT, INC.
By:
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Name:
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Title:
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SCHEDULE A
DATED __________, 2001
(Funds)
AIM/JNL Value II Series
AIM/JNL Small Cap Growth Series
AIM/JNL Large Cap Growth Series
SCHEDULE B
DATED _________, 2001
(Compensation)
AIM/JNL Value II Series
Average Daily Net Assets Annual Rate
$0 to 50 Million: .500%
$50 Million to $200 Million: .475%
$200 Million to $500 Million: .450%
Amounts over $500 Million: .400%
AIM/JNL Small Cap Growth Series
Average Daily Net Assets Annual Rate
$0 to 500 Million: .65%
Amounts over $500 Million: .60%
AIM/JNL Large Cap Growth Series
$0 to 50 Million: .550%
$50 Million to $200 Million: .500%
$200 Million to $500 Million: .450%
Amounts over $500 Million: .400%
