AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective as of the 28th day of September, 2009, and
Amended and Restated effective as of the 1st day of December, 2012, by and
between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and IVY INVESTMENT
MANAGEMENT COMPANY 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");
WHEREAS, shares of the Trust may be sold to life insurance company
separate accounts to fund the benefits of variable insurance products and may be
sold directly to qualified and non-qualified retirement plans;
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory and Management Agreement effective as of January 31, 2001, Amended and
Restated as of the 28th day of February, 2012, and further Amended and Restated
as of the 1st day of December, 2012 ("Management Agreement") with the Trust; and
WHEREAS, Adviser desires to retain Sub-Adviser to furnish investment
advisory services in connection with the Adviser's activities on behalf of the
investment portfolios of the Trust listed on Schedule A hereto ("each a Fund"),
and the Sub-Adviser desires to furnish such services to the Adviser.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. In accordance with and subject to the Investment Advisory and
Management Agreement, 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
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Adviser designates one or more funds other than the Funds
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 fund
shall become a Fund hereunder, and be subject to this Agreement, subject
to the approval of the Trust's Board of Trustees ("Board of Trustees).
2. DELIVERY OF DOCUMENTS. Adviser has or will furnish Sub-Adviser with copies
properly certified or authenticated of each of the following prior to the
commencement of the Sub-Adviser's services:
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 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 Funds; and
f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus").
During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all proxy statements, reports to
shareholders, sales literature or other materials prepared for
distribution to shareholders of each Fund, prospectus of each Fund, prior
to the use thereof, and the Adviser shall not use any such materials if
the Sub-Adviser reasonably objects in writing within ten business days (or
such other period as may be mutually agreed) after receipt thereof. The
Sub-Adviser's right to object to such materials is limited to the portions
of such materials that expressly relate to the Sub-Adviser, its services,
its service marks and other indicia of source and its clients, which
portions Adviser shall indicate to the Sub-Adviser when providing the
materials. The Adviser agrees to use its reasonable best efforts to ensure
that materials prepared by its employees or agents or its affiliates that
refer to the Sub-Adviser or its clients in any way, are consistent with
those materials previously approved by the Sub-Adviser as referenced in
the first sentence of this paragraph. Sales literature may be furnished to
the Sub-Adviser by e-mail, first class or overnight mail, facsimile
transmission equipment or hand delivery.
Adviser will furnish the Sub-Adviser with copies of all amendments of or
supplements to the foregoing within a reasonable time before they become
effective. Any amendments or supplements that impact the management of the
Funds will not be deemed effective with respect to the Sub-Adviser until
the Sub-Adviser's approval thereof.
3. MANAGEMENT. Subject always to the supervision of the Adviser, who in turn
is subject to the supervision of the Trust's Board of Trustees,
Sub-Adviser will furnish an investment program in respect of, and make
investment decisions for, all assets of the Funds and place all orders for
the purchase and sale of securities, including foreign or domestic
securities or other property (including financial futures and options of
any type), all on behalf of the Funds. In the performance of its duties,
Sub-Adviser will satisfy its fiduciary duties to the Funds (as set forth
below), and 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 provided in advance to the Sub-Adviser, and the stated
investment objectives, policies
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and restrictions of the Funds, which may be amended from time to time upon
prior agreement with Sub-Adviser. 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 Funds and to consult
with each other regarding the investment affairs of the Funds. Sub-Adviser
will report to the Board of Trustees and to Adviser with respect to the
implementation of such program. Sub-Adviser, solely with respect to the
assets of the Funds which are under its management pursuant to this
Agreement, and based on information obtained from the Funds'
administrator, custodian and other service providers, shall take
reasonable steps to comply with the diversification provisions of Section
851 and Section 817(h) of the Internal Revenue Code of 1986, as amended
("IRC"), and its accompanying Regulation, Treas. Reg. Section 1.817-5,
applicable to the Funds.
Adviser will not act in a manner that would result in Sub-Adviser failing
to maintain the required diversification and if the failure to diversify
is inadvertent, Xxxxxxx National Life Insurance Company and any of its
affiliates investing in the Funds, as owner of the assets in the Funds,
shall in good faith and in conjunction with Sub-Adviser follow the
procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue
Procedure 92-25 (or its successor) to request relief from the Commissioner
of Internal Revenue Service, and that in such an event Adviser shall work
in conjunction with Sub-Adviser in the preparation of any request for
relief or closing agreement and, to the extent that Adviser is seeking
indemnification under Section 12 hereof, no filings or agreements shall be
made with the Commissioner of Internal Revenue Service without the prior
written approval of Sub-Adviser.
The parties agree that in managing any of the Funds, the investment
guidelines and trading practices, including, but not limited to, execution
and allocation, Sub-Adviser will follow are and shall remain substantially
the same as those of any of Sub-Adviser's corresponding mutual fund, and
should reasonably result in the Fund(s) sub-advised by Sub-Adviser and the
corresponding fund(s) of the Sub-Adviser having substantially the same
holdings. The Adviser hereby authorizes and agrees that the investment
guidelines for the Fund(s) sub-advised by the Sub-Adviser may be amended
to reflect any changes made to the Sub-Adviser's corresponding mutual
fund(s)' guidelines, upon written approval of both parties. Each party
shall provide the other with copies of changes to any investment
restrictions as soon as reasonably practicable, prior to agreement with
them being effective.
While the parties reasonably expect the rates of return for the Fund(s)
sub-advised by the Sub-Adviser to be substantially similar to that of the
Sub-Adviser's corresponding mutual funds, there may be differences (e.g.,
in cash flows). The Sub-Adviser makes no representations or warranties to
that effect.
The Adviser agrees that the Sub-Adviser shall not be expected to recommend
the purchase or sale of any security on behalf of any Fund on the basis of
any information which might cause such purchase or sale to, in the
Sub-Adviser's opinion, constitute a violation of any federal or state
laws, rules or regulations. The Sub-Adviser shall use its best judgment in
carrying out its duties hereunder, but does not guarantee investment
results. No past performance of the Sub-Adviser or its affiliates should
be relied upon or considered a reliable indicator of present or future
performance.
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The Adviser acknowledges and agrees that the Sub-Adviser shall have no
responsibility for filing claims on behalf of the Adviser, the Trust or
the Funds or for providing advice with respect to any class action,
bankruptcy proceeding or any other action or proceeding in which the Funds
or the Trust may be entitled to participate as a result of its securities
holdings. The Sub-Adviser's responsibility, with respect thereto, shall be
limited to reasonable cooperation with the custodian and the Adviser of
the managed assets. The Adviser acknowledges that the Sub-Adviser is not
the official record keeper with respect to the managed assets.
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 its other similar client mandates for
which it has investment responsibilities;
b) will comply with all applicable Rules and Regulations of the SEC 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, including but not limited to compliance with Rule
206(4)-7 under the Investment Advisers Act of 1940, as amended;
c) will report regularly to Adviser and to the Trust's Board of
Trustees as reasonably agreed between the Adviser and Sub-Adviser
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 agreed to by the Adviser and
Sub-Adviser, 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 the specified
benchmarks and will provide various other reports from time to time
as reasonably requested by Adviser;
d) will provide to the Adviser (i) a monthly compliance checklist
developed for each Fund by Adviser and Sub-Adviser, (ii) quarterly
reports developed for each Fund by Adviser and Sub-Adviser, as
mutually agreed upon and (iii) other compliance and reporting
information as requested by the Adviser or the Board of Trustees
from time-to-time and mutually agreed upon;
e) as a service provider to the Funds will cooperate fully with the
Chief Compliance Officer of the Trust in the execution of his/her
responsibilities to monitor service providers to the Funds under
Rule 38a-1 under the 1940 Act;
f) will prepare and maintain such books and records with respect to
each Fund's securities transactions in accordance with Section 7
herein, and will furnish Adviser and Trust's Board of Trustees such
periodic and special reports as the Adviser may reasonably request
and mutually agreed upon;
g) will prepare and cause to be filed in a timely manner Form 13F and,
if required, Schedule 13D and Schedule 13G with respect to
securities held the account of the Funds sub-advised by the
Sub-Adviser;
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h) will act upon reasonable instructions from Adviser not inconsistent
with the fiduciary duties and investment objectives hereunder;
i) 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,
provided, however, that notwithstanding the foregoing, Sub-Adviser
may disclose such information as required by applicable law,
regulation or upon request by a regulator or auditor of Sub-Adviser;
j) will vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder and in
accordance with its standard proxy voting polices, which have been
made available to the Adviser; and
k) may not consult with any other sub-adviser of the Trust concerning
transactions in securities or other assets for any investment
portfolio of the Trust, including the Funds, except that such
consultations are permitted between the current and successor
sub-advisers of the Funds in order to effect an orderly transition
of sub-advisory duties so long as such consultations are not
concerning transactions prohibited by Section 17(a) of the 0000 Xxx.
l) The Adviser and the Sub-Adviser each further agrees that:
(i) to the extent that it reasonably determines that the Commodity
Exchange Act, as amended ("CEA"), and the then-current
Commodity Futures Trading Commission ("CFTC") regulations
require (A) registration by such party as a Commodity Pool
Operator ("CPO") or Commodity Trading Adviser (it being
understood that if a party is required to register as a CPO,
Adviser and not Sub-Adviser shall register as such), (B)
specific disclosure, or such other disclosure as applicable to
it (C) filing of reports and other documents, it will promptly
take all necessary steps to become registered and will
cooperate with the other to ensure compliance by the Funds and
both parties with all such requirements;
(ii) Adviser and Sub-Adviser shall each comply with all
requirements of the CEA and then-current CFTC regulations that
apply to Adviser and Sub-Adviser, respectively with regard to
the Funds for which it serves as Sub-Adviser; and
(iii) Sub-Adviser shall cooperate with the Adviser and Adviser will
cooperate with Sub-Adviser in fulfilling any disclosure or
reporting requirements applicable to such party in relation to
the Fund or to the Fund under the CEA and/or then-current CFTC
regulations.
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4. CUSTODY OF ASSETS. Sub-Adviser shall at no time have the right to
physically possess the assets of the Funds or have the assets registered
in its own name or the name of its nominee, nor shall Sub-Adviser in any
manner acquire or become possessed of any income, whether in kind or cash,
or proceeds, whether in kind or cash, distributable by reason of selling,
holding or controlling such assets of the Funds. In accordance with the
preceding sentence, Sub-Adviser shall have no responsibility with respect
to the collection of income, physical acquisition or the safekeeping of
the assets of the Funds. All such duties of collection, physical
acquisition and safekeeping shall be the sole obligation of the custodian.
5. BROKERAGE. The Sub-Adviser is responsible for decisions to buy and sell
securities for each Fund, broker-dealer selection and negotiation of
brokerage commission rates. Sub-Adviser shall have the express authority
to negotiate, open, continue and terminate brokerage accounts and other
brokerage arrangements with respect to all portfolio transactions, entered
into by Sub-Adviser in the name of the Funds. Sub-Adviser will provide
copies of brokerage agreements entered into for the Funds to the Adviser,
if applicable. It is the Sub-Adviser's general policy in selecting a
broker to effect a particular transaction to seek to obtain "best
execution", which means prompt and efficient execution of the transaction
at the best obtainable price with payment of commissions which are
reasonable in relation to the value of the brokerage services provided by
the broker, in consideration of the following factors:
The Sub-Adviser, in selecting broker-dealers and negotiating commission
rates, will take all relevant factors into consideration, including, but
not limited to: the best price available; the reliability, reputation and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; the broker's execution capabilities and any research
provided by the broker that aids the Sub-Adviser's investment
decision-making process; and the value of the expected contribution of the
broker-dealer to the investment performance of the applicable Fund on a
continuing basis. Subject to such policies and procedures as the Trust's
Board of Trustees may determine and provide to the Sub-Adviser in writing,
the Sub-Adviser shall have discretion to effect investment transactions
for each Fund through broker-dealers (including, to the extent permissible
under applicable law, broker-dealer affiliates) who provide brokerage
and/or research services, as such services are defined in section 28(e) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to
cause such Fund to pay any such broker-dealers 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 determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage or
research services provided by such broker-dealer, viewed in terms of
either that particular investment transaction or the Sub-Adviser's overall
responsibilities with respect to such Fund and other accounts to which the
Sub-Adviser exercises investment discretion (as such term is defined in
section 3(a)(35) of the 1934 Act). Allocation of orders placed by the
Sub-Adviser for a Fund's account to such broker-dealers shall be in such
amounts and proportions as the Sub-Adviser shall determine in good faith
in conformity with its responsibilities under applicable laws, rules and
regulations. The Sub-Adviser will submit reports on brokerage placements
to the Adviser as reasonably requested by the Adviser, in such form as may
be mutually agreed to by the parties hereto, indicating the broker-dealers
to whom such allocations have been made.
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6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. Each
Fund will bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, and
administration fees; fees for necessary professional and brokerage
services; costs relating to local administration of securities; and fees
for any pricing services. All other expenses not specifically assumed by
the Sub-Adviser hereunder or by the Adviser under the Management Agreement
are borne by the applicable Fund or the Trust.
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, which it
maintains for the Trust, shall be available for inspection by the Trust
and Adviser during normal business hours upon their reasonable request and
agrees to provide the Trust with copies of 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 related to each Fund's
portfolio transactions. The Adviser shall maintain all books and records
not related to the Fund's portfolio transactions. The Adviser
acknowledges, however, that the Sub-Adviser is not the official
recordkeeper for the Funds.
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 therefore, a sub-advisory fee
accrued daily and payable monthly on the average daily net assets in each
Fund, which assets shall not be aggregated for fee purposes, in accordance
with Schedule B hereto.
The Sub-Adviser represents and warrants that in no event shall the
Sub-Adviser provide similar investment sub-advisory services to any
unaffiliated U.S. registered investment company client comparable in asset
levels, distribution and investment strategy to the Funds being managed
under this Agreement at a rate of compensation less than that provided for
herein.
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
or accounts. 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 and the opportunities of the
position that the participating Fund may obtain in a particular security.
In addition, Adviser understands, and has advised the 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. The Adviser further acknowledges and
agrees that the Sub-Adviser does not represent that any Fund will or is
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likely to achieve profits or losses similar to those of investment
companies or other investment products or accounts similarly managed by
the Sub-Adviser.
10. LIMITATION OF LIABILITY. Sub-Adviser, its officers, directors, employees,
agents or affiliates will not be subject to any liability to the Adviser,
the Trust or the Funds or their directors, officers, employees, agents or
affiliates for any error of judgment or mistake of law or for any loss
suffered by the Funds, any shareholder of the Funds or the Adviser either
in connection with the performance of Sub-Adviser's duties under this
Agreement or its failure to perform due to events beyond the reasonable
control of the Sub-Adviser or its agents, except for a loss resulting from
Sub-Adviser's willful misfeasance, or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations
and duties under this Agreement. It is understood that financial
investments carry substantial risk and the Sub-Adviser cannot predict or
guarantee any particular results. The Sub-Adviser shall not be liable or
responsible for any loss incurred in connection with any act or omission
of any trustees, administrators, custodian, or any broker-dealer or other
third party. Federal and State securities laws may impose liabilities
under certain circumstances on persons who act in good faith, and
therefore nothing herein shall in any way constitute a waiver or
limitation of any right which Adviser may have under any applicable laws.
11. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify the
other party (and each such party's affiliates, employees, directors and
officers) against any claim, damages, loss or liability (including
reasonable attorneys' fees) arising out of any third party claims brought
against an indemnified party that are found to caused by or arise from the
material breach of any term of this agreement by, or willful misfeasance
or gross negligence on the part of the indemnifying party.
12. 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 sixty 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 as in the 1940 Act.) Section 10 and 11
herein shall survive the termination of this Agreement. Fees shall be
prorated for the month in which the termination is effective.
13. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
a) If the Sub-Adviser is registered as a Commodity Trading Advisor
under the CEA, the Adviser consents to the Sub-Adviser's compliance
with the alternative disclosure and recordkeeping standards
available to exempt accounts under CFTC Rule 4.7 with respect to a
Fund's trading in commodity interests, provided that the Sub-
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Adviser has made all necessary filings to the extent required to be
eligible to rely on such Rule. The Adviser will take reasonable
steps to cooperate with the Sub-Adviser in connection with
establishing and maintaining such exemption under Rule 4.7,
including, upon request, confirming whether a Fund is a "qualified
eligible person" as defined in Rule 4.7;
b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser
will furnish the Sub-Adviser with a copy of the notice of
eligibility filed pursuant to Rule 4.5 (c) with respect to such
exclusion, or, if more recent, the most recent annual notice
affirming the basis of such eligibility that has been filed pursuant
to Rule 4.5(c)(5); and
c) The Adviser represents and warrants that:
It is registered with the U.S. Securities and Exchange Commission as
an investment adviser under the Advisers Act, and such registration
is current, complete and in full compliance with all material
applicable provision of the Advisers Act and the rules and
regulations thereunder; that it has all requisite authority to enter
into, execute, deliver and perform its obligations under this
Agreement; and that its performance under this Agreement does not
conflict with any law, regulation or order to which it is subject or
the Trust's governance requirements.
14. OBLIGATIONS OF ADVISER. The Adviser agrees to provide or complete, as the
case may be, the following prior to the commencement of the Sub-Adviser's
investment advisory services as specified under this Agreement:
a) A list of first tier affiliates and second tier affiliates (i.e.,
affiliates of affiliates) of the Fund;
b) A list of restricted securities for each Fund (including CUSIP,
Sedol or other appropriate security identification); and
c) A copy of the current compliance procedures for each Fund.
The Adviser also agrees to promptly update the above referenced items in
order to ensure their accuracy, completeness and/or effectiveness.
15. CONFIDENTIAL TREATMENT. It is understood that any information or
recommendation supplied by, or produced by, Sub-Adviser in connection with
the performance of its obligations hereunder is to be regarded as
confidential and for use only by the Adviser and the Trust. Furthermore,
except as required by law (including, but not limited to semi-annual,
annual or other filings made under the 0000 Xxx) or as agreed to by the
Adviser and Sub-Adviser, the Adviser and Trust will not disclose any list
of securities held by the Fund until it is either filed with the U.S.
Securities & Exchange Commission or mailed out to shareholders, which
filing or mailing shall not be made sooner than 60 days after quarter end
in any manner whatsoever except as expressly authorized in this Agreement,
except that the top 10 holdings may be disclosed 30 days after month end.
In addition, the Adviser may disclose to certain third party data or
service providers to the Fund, who have entered into a confidentiality
agreement with the Adviser, a list of securities purchased or sold by the
Fund during the quarter.
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16. LICENSE OF IVY NAME
a) REPRESENTATION. The Sub-adviser hereby represents and warrants to
the Adviser that (i) its affiliate Ivy Funds Distributor, Inc., owns
the service xxxx "Ivy Funds" for use in connection with mutual fund
investment services in the United States and that (ii) it is
authorized to sub-license the use of the Xxxx to Adviser.
b) LICENSE GRANT. In connection with the performance of the Agreement,
Sub-Adviser grants the Adviser a limited, non-exclusive,
non-transferable sub-license (which may not be further sublicensed),
during the term of and for the limited purposes of this Agreement,
to use "Ivy Funds" in the name of the Funds indicated in Schedule A
and in all documents and marketing materials used to advertise the
availability of the Funds. Adviser's use of the Xxxx must be in
compliance with applicable law, exercised in a manner that is
acceptable to Sub-Adviser, and must will preserve the goodwill
associated with the Xxxx must display all symbols and notices
clearly and sufficiently indicating the trademark status and
ownership of the Xxxx in accordance with applicable trademark law
and practice, and Sub-Adviser's guidelines concerning use of the
Xxxx, a copy of which has been provided to Adviser. Sub-Adviser has
approved the name "JNL/Ivy Asset Strategy Fund."
c) OWNERSHIP OF TRADEMARKS. The Adviser acknowledges the validity of
the Xxxx, and the rights of the Sub-Adviser and/or its affiliates in
the Xxxx. The Adviser acknowledges that its use of the Xxxx will not
create in it, nor will it represent it has, any right, title, or
interest in or to the Xxxx other than the limited licenses expressly
granted herein. Adviser's use of the Xxxx hereunder shall inure to
the sole benefit of Sub-Adviser and its affiliates. The Adviser
agrees not to use (except as authorized by this Agreement) or
register in any country trademarks the same as, resembling, or
confusingly similar to the Xxxx, and agrees not to do anything
contesting or impairing the Xxxx or other intellectual property
rights of the Sub-Adviser and/or its affiliates.
d) QUALITY STANDARDS. Adviser must obtain prior written approval from
the Sub-Adviser before using the Xxxx for any purpose other than
those set forth in the Agreement. To the extent the Xxxx is used in
the documents listed in Section 2, such use must comply with
Sub-Adviser's guidelines concerning the use of the Xxxx. The Adviser
agrees to provide to Sub-Adviser copies of any other materials that
describe or show the nature and quality of its products and services
supplied in connection with the Xxxx so that the Sub-Adviser can
determine whether they conform to Sub-Adviser's use guidelines and
the quality standards set by the Sub-Adviser. The Adviser agrees to
supply the Sub-Adviser with samples of any such materials that
utilize the Xxxx, such samples to be provided prior to the first use
and thereafter, only in the event of a material change to Adviser's
use of the Xxxx. The Adviser must obtain Sub-Adviser's prior
approval of all materials that use the Xxxx before using the same in
commerce.
e) INFRINGEMENT PROCEEDINGS. The Adviser will notify Sub-Adviser of any
infringement of the Xxxx of which it becomes aware. The Sub-Adviser
and/or its affiliates shall have the sole right and discretion to
bring infringement or other proceedings
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PAGE 10 OF 13
regarding the Xxxx; provided, however, that the Adviser agrees to
reasonably cooperate with respect to any such proceedings.
f) EXPIRATION; TERMINATION. The Adviser shall cease using the Xxxx upon
expiration or termination of this Agreement or upon the earlier
written request of the Sub-Adviser. This license shall remain in
effect only during the term of the Agreement or until such time that
it is terminated by Sub-Adviser upon written notice. Following
termination of the license, all rights, licenses, and privileges
granted to the Adviser hereunder shall automatically revert to the
Sub-Adviser and/or its affiliates. Notwithstanding the foregoing,
the license shall continue as agreed in writing and insofar as it
relates to materials required to be used by Adviser by law, contract
or policy.
17. ENTIRE AGREEMENT; AMENDMENT OF THIS AGREEMENT. This Agreement constitutes
the entire agreement between the parties with respect to the Funds. 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. Neither party may assign its rights or delegate its
duties under this Agreement without the prior written consent of the other
party.
18. 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 designated herein.
a) TO ADVISER:
Xxxxxxx National Life Insurance Company
0 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
b) TO SUB-ADVISER:
Ivy Investment Management Company
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention:
With a copy to the Legal Department at the same address.
19. 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
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PAGE 11 OF 13
only in such capacities and are not binding upon any of the Trustees,
Shareholders or representatives or agents of Trust personally, but bind
only the assets of Trust, and persons dealing with the Funds must look
solely to the assets of Trust belonging to such Fund for the enforcement
of any claims against the Trust.
20. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
21. COUNTERPART SIGNATURES. This Agreement may be executed in several
counterparts, including via facsimile, each of which shall be deemed an
original for all purposes, including judicial proof of the terms hereof,
and all of which together shall constitute and be deemed one and the same
agreement.
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PAGE 12 OF 13
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 12th day of December, 2012, effective
December 1, 2012.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
------------------------------------------
Name: Xxxx X. Xxxxx
----------------------------------------
Title: President and CEO
--------------------------------------
IVY INVESTMENT MANAGEMENT COMPANY
By: /s/ Xxxx X. Xxxxxxx Xx. CFA
------------------------------------------
Name: Xxxx X. Xxxxxxx Xx.
----------------------------------------
Title: Exec. V.P.
---------------------------------------
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PAGE 13 OF 13
SCHEDULE A
DATED DECEMBER 1, 2012
--------------------------------------------------------------------------------
FUNDS
--------------------------------------------------------------------------------
JNL/Ivy Asset Strategy Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A-1
SCHEDULE B
DATED DECEMBER 1, 2012
(Compensation)
--------------------------------------------------------------------------------
JNL/IVY ASSET STRATEGY FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $500 Million 0.55%
--------------------------------------------------------------------------------
$500 to $1.5 Billion 0.47%
--------------------------------------------------------------------------------
Amounts over $1.5 Billion 0.43%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B-1
