EX-99.d39
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 31st day of January 2001, by and
between Xxxxxxx National Asset Management, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and X.X. Xxxxxx
Investment Management 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. The
Adviser agrees on-going basis to provide or cause to be provided to the
Sub-Adviser guidelines ("Guidelines") setting forth the limitations imposed upon
the Fund as a result of relevant requirements under state law pertaining to
insurance products. The Sub-Adviser shall be permitted to rely on the most
recent Guidelines delivered to it. The Trust and the Adviser agree that the
Sub-Adviser may rely on the Guidelines without independent verification of their
accuracy.
The Sub-Adviser further agrees that it:
a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects
and in addition will conduct its activities under this
Agreement in accordance with any applicable regulations of any
governmental authority pertaining to its investment advisory
activities;
c) will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer,
including an affiliated broker-dealer which is a member of a
national securities exchange, as permitted in accordance with
guidelines established by the Board of Trustees. In placing orders
with brokers and dealers, the Sub-Adviser will attempt to obtain the
best combination of prompt execution of orders in an effective
manner and at the most favorable price. Consistent with this
obligation, 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. In no instance will portfolio securities be
purchased from or sold to the Adviser, Sub-Adviser or any affiliated
person of either the Fund, Adviser, or Sub-Adviser, except as may
be permitted under the 1940 Act;
d) will report regularly to Adviser and to the Board of Trustees
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of
Trustees on a regular basis at reasonable times the management
of the Fund, including, without limitation, review of the
general investment strategies of the Fund, the performance of
the Fund in relation to standard industry indices, interest
rate considerations and general conditions affecting the
marketplace and will provide various other reports from time
to time as reasonably requested by Adviser;
e) will prepare and maintain such books and records with respect
to the Fund's securities transactions and will furnish Adviser
and Trust's Board of Trustees such periodic and special
reports as the Board or Adviser may request;
f) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder;
g) will treat confidentially and as proprietary information of
Trust all such records and other information relative to Trust
maintained by the Sub-Adviser, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by Trust, which
approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, or when so requested by Trust; and
h) will vote proxies received in connection with securities held
by the Fund consistent with its fiduciary duties hereunder.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commission, if any)
purchased for the Fund.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a
sub-advisory fee, accrued daily and payable monthly on the average
daily net assets in the Fund or Funds in accordance with Schedule B
hereto. From time to time, the Sub-Adviser may agree to waive or reduce
some or all of the compensation to which it is entitled under this
Agreement.
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 the
other against any claim, 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, the date that initial capital for such Fund is
first provided to it and, unless sooner terminated as provided herein, will
continue in effect until September 30, 2002. Thereafter, if not terminated as
to a Fund, this Agreement will continue in effect as to a Fund for successive
periods of 12 months, provided that such continuation is specifically approved
at least annually by the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of such Fund, and in either event
approved also by a majority of the Trustees of the Trust who are not interested
persons of the Trust, or of the Adviser, or of the Sub-Adviser. Notwithstanding
the foregoing, this Agreement may be terminated as to a Fund at any time,
without the payment of any penalty, on sixty days' written notice by the Trust
or Adviser, or on ninety days' written notice by the Sub-Adviser. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" have the same meanings of such
terms in the 1940 Act.)
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. Disclosure. Neither the Trust, the Fund or the Adviser shall, without the
prior written consent of the Sub-Adviser, make representations regarding or
reference to the Sub-Adviser or any affiliates in any disclosure document,
advertisement, sales literature or other promotional materials.
15. 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.
Under the United Kingdom Financial Services Xxx 0000, the Sub-Adviser
is a member of the Investment Management Regulatory Organization
Limited ("IMRO") and as such is regulated by IMRO in the conduct of its
investment business in the United Kingdom and is subject to IMRO's
delegation rules. All services provided by the Sub-Adviser under this
Agreement are provided on the basis that the Trust and the Fund are a
non-private customer as that term is defined in IMRO's rules."
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
17. Delegation to Affiliates and Agents. Except where prohibited by applicable
law or regulation Sub-Adviser may delegate any or all of its functions under
this agreement to an affiliate or agent and may employ an affiliate or other
third party to perform any accounting, administrative, reporting and ancillary
services required to enable Sub-Adviser to perform its functions under this
Agreement, but the Sub-Adviser's liability to the client should not be affected
thereby. Notwithstanding any other provision of the Agreement, Sub-Adviser
may provide information about Client and the Portfolio to any such affiliate,
agent or other third party for the purposes of this Clause. Sub-Adviser will act
in good faith and with due diligence in the selection, use and monitoring of
third parties.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 31st day of January 2001.
Xxxxxxx National Asset Management, LLC
By:
--------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------------------
Title: President
-----------------------------------------------
X.X. Xxxxxx Investment Management Inc.
By:
--------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
SCHEDULE A
JANUARY 31, 2001
(Funds)
JNL/JPM International & Emerging Markets Series
JNL/X.X. Xxxxxx S&P 500(R) Stock Index Series
SCHEDULE B
JANUARY 31, 2001
(Compensation)
JNL/X.X. Xxxxxx International & Emerging Markets Series
Average Daily Net Assets Annual Rate
0 to $50 Million: .55%
$50 Million to $200 Million: .50%
$200 Million to $350 Million: .45%
Amounts over $350 Million:.40%
JNL/X.X. Xxxxxx Enhanced S&P 500(R) Stock Index Series
Average Daily Net Assets Annual Rate
0 to $25 Million: .35%
Amounts over $25 Million: .30%
