EX-99.23(d)(153)
INVESTMENT SUB-SUB-ADVISORY AGREEMENT
This Agreement is made and entered into this 6th day of October, 2008, by
and among Invesco Aim Capital Management, Inc., a Texas corporation and
registered investment adviser (the "Sub-Adviser"), and Invesco Asset Management
Ltd., a company incorporated in England and Wales, authorized by the Financial
Services Authority and a registered investment adviser (the "Sub-Sub-Adviser"),
each, a "party."
RECITALS
WHEREAS, the JNL/AIM Global Real Estate Fund (the "Fund") is a series
portfolio of the JNL Series Trust (the "Trust"), a Massachusetts business trust
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end, diversified management investment company; and
WHEREAS, the Xxxxxxx National Asset Management, LLC (the "Adviser") and
Sub-Adviser are parties to a certain Investment Sub-Advisory Agreement, dated
October 29, 2001, pursuant to which the Sub-Adviser acts as the investment
manager with respect to certain series portfolios of the Trust, including the
Fund; and
WHEREAS, the Sub-Adviser desires to retain the Sub-Sub-Adviser to provide
certain investment management services with respect to the Fund upon the terms
and conditions set forth below; and
WHEREAS, the parties acknowledge that the services provided by the
Sub-Sub-Advisor shall be understood to include the service of "portfolio
management" under the Markets in Financial Instruments Directive (2004/39/EC),
the MiFID Implementing Regulations (Regulations no. 1287/2006) and the MiFID
Implementing Directive (2006/73/EC) (collectively, "MiFID")); and
WHEREAS, the parties acknowledge that the Sub-Sub-Advisor and the
investment advisory services which are the subject of this Agreement are subject
to regulation under MiFID; and
WHEREAS, the Board of Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust, as determined in
accordance with the 1940 Act (the "disinterested Trustees"), have approved the
retention of the Sub-Adviser to provide the investment management services
contemplated herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. APPOINTMENT.
(a) The Sub-Adviser hereby appoints the Sub-Sub-Adviser to act as a
discretionary investment manager with respect to the Fund for the
period and pursuant to the terms and conditions set forth herein. The
Sub-Sub-Adviser accepts such appointment and agrees to provide the
services contemplated herein, pursuant to the terms and conditions set
forth and for the compensation described herein.
(b) The Sub-Advisor acknowledges the risk warnings set out in Schedule 1,
which may be updated by the Sub-Sub-Advisor at any time by written
notice to Sub-Advisor.
(c) The Sub-Advisor acknowledges that it is the sole client of the
Sub-Sub-Advisor under this Agreement and is properly classified by
Sub-Sub-Advisor as a "professional client" (as defined in MiFID) for
the purposes of such rules. The Sub-Advisor may request that it be
opted down to the status of "retail client" (as defined in MiFID), in
which case it would benefit, if the request were granted, from the
higher level of protection that is afforded to this category of
client. It is not the Sub-Sub-Advisor's current policy to agree to
such reclassifications.
2. DUTIES OF SUB-SUB-ADVISER.
(a) Subject to the supervision of the Sub-Adviser, the Sub-Sub-Adviser
shall develop and implement an investment program for the Fund that is
consistent with the investment objectives, policies and restrictions
set forth in the Fund's prospectus and Statement of Additional
Information, as they may be amended from time to time; PROVIDED,
HOWEVER, that the Sub-Sub-Adviser shall not be responsible for
compliance with any amendments to such prospectus or Statement of
Additional Information until such time as the Sub-Sub-Adviser shall
have been given actual notice of such amendment(s) and a reasonable
opportunity to implement changes in the Fund's investment program.
(b) The Sub-Sub-Adviser shall exercise discretion with respect to the
selection of investments for the Fund's portfolio, the disposition of
such investments, the selection of brokers to be used in connection
with the trading and settlement of transactions for the Fund. In
connection with the placement of orders with brokers and dealers which
involve transactions for the Fund, the Sub-Sub-Adviser must take all
reasonable steps to obtain, when executing orders, the best possible
result (the "Best Execution Obligation") in accordance with MiFID and
consistent with its obligations under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), and applicable rules and
guidance issued by the Securities and Exchange Commission (the "SEC")
and its staff thereunder.
(c) The Sub-Sub-Advisor has provided information on its arrangements to
comply with the Best Execution Obligation in Schedule 2. The
Sub-Sub-Advisor agrees that the Sub-Advisor may provide this
information to its own underlying clients, or an alternative document
as agreed by the parties from time to time. The Sub-Sub-Advisor may
provide an update of the information disclosed about its best
execution arrangements at any time by written notice to Sub-Advisor.
(d) The Sub-Sub-Advisor shall provide the Sub-Advisor with such additional
information on its best execution arrangements and any law or
regulation in its jurisdiction on best execution as the Sub-Advisor
may reasonably request from time to time.
(e) The Sub-Advisor acknowledges that any specific instructions given by
the Sub-Advisor to the Sub-Sub-Advisor in relation to the execution of
orders under this Agreement may prevent the Sub-Sub-Advisor from
taking the steps it has designed and implemented in its best execution
policy to obtain the best possible result for the execution of those
orders in respect of the elements covered by those instructions.
(f) The Sub-Advisor gives its consent to the Sub-Sub-Advisor's best
execution arrangements as summarised in Schedule 2. It also gives its
prior express consent to the Sub-Sub-Advisor executing orders outside
a regulated market or a multilateral trading facility, as those terms
are defined in MiFID.
(g) It is the Sub-Sub-Advisor's practice, when feasible, to aggregate into
a single transaction its requests for execution of purchases or sales
of a particular security for the accounts of several clients or mutual
funds, in order to seek a lower commission or more advantageous net
price. The benefit, if any, obtained as a result of such aggregation,
is generally allocated pro rata among the accounts of the clients who
participated in the aggregated transaction. The Sub-Advisor
acknowledges that this process may work on some occasions to the
Sub-Advisor's disadvantage. It also acknowledges that, in the case of
a client who has restricted the Sub-Sub-Advisor to a particular broker
or dealer with respect to a portion of transactions for that client's
account, such client may be unable to participate in aggregated
orders. Where such client's account does not participate in an
aggregated order, that client will not receive the benefit, if any, of
a lower commission resulting from the aggregation. In addition, the
Sub-Advisor has been advised by the Sub-Sub-Advisor that the timing of
orders for the purchase or sale of securities through the broker may
be affected (e.g., may be delayed) when the Sub-Sub-Advisor is
attempting to execute trades through another broker during the same
time period for the same securities on behalf of other clients.
(h) Consistent with the obligations set forth above, the Sub-Sub-Adviser
may, in its discretion, place orders which involve transactions for
the Fund with brokers and dealers who sell shares of the Fund and/or
provide the Fund, Adviser, Sub-Adviser, or Sub-Sub-Adviser with
research, analysis, advice or similar services. The Sub-Sub-Adviser
may pay brokers and dealers in return for research and analytic
services a higher commission or spread than may be charged by other
brokers or dealers, subject to the Sub-Sub-Adviser determining in good
faith that such commission or spread is reasonable either in terms of
(i) the particular transaction or (ii) the overall responsibility of
the Sub-Sub-Adviser to the Fund and its other clients to ensure that
the total commissions or spreads paid by each client are reasonable in
relation to the benefits to such client over the long term.
(i) In no instance will securities held by or being acquired for the Fund
be purchased from or sold to the Sub-Sub-Adviser, or any affiliated
person of the Sub-Sub-Adviser or the Fund, except in accordance with
the 1940 Act, the Advisers Act, and applicable rules, guidance and
exemptive orders issued by the SEC and its staff thereunder.
(j) Whenever the Sub-Sub-Adviser simultaneously places orders to purchase
or sell the same security on behalf of the Fund and one or more other
accounts managed by the Sub-Sub-Adviser, such orders will be allocated
as to price and amount among all such accounts in a manner believed by
the Sub-Sub-Adviser to be equitable to each account.
(k) The Sub-Sub-Adviser shall act on instructions received from the
Sub-Adviser, to the extent that such instructions are not inconsistent
with the Sub-Sub-Adviser's fiduciary duties, applicable law, or any
obligations to the Fund hereunder.
(l) The Sub-Sub-Adviser shall maintain all records and other information
relative to the Fund as confidential and proprietary information of
the Fund, and will not use such records of information for any purpose
other than in connection with the performance of its responsibilities
hereunder; provided, however, that the Sub-Sub-Adviser may disclose
records or information relative to the Fund when directed by order of
a court or regulatory authority.
3. EXPENSES OF THE FUND. The Sub-Adviser shall be responsible for the
reasonable costs and expenses associated with the provision of the services
contemplated herein; PROVIDED, HOWEVER, that the Fund shall be responsible
for the cost associated with the purchase or sale of any security or
investment contract or other instrument for the Fund's portfolio and the
fees, expenses and costs associated with all other aspects of the Fund's
operations.
4. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, the Sub-Adviser will pay the Sub-Sub-Adviser a fee in
accordance with the current Invesco Transfer Pricing Policy. Such fee shall
be computed weekly and paid monthly to Sub-Adviser on or before the last
business day of the next succeeding calendar month. If this Agreement
becomes effective or terminates before the end of any month, the fee for
the period from the effective date to the end of the month or from the
beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to
the full month in which such effectiveness or termination occurs.
5. SERVICES NOT EXCLUSIVE. The services to be provided by the Sub-Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Sub-Adviser shall be
free to provide similar services to other clients so long as the provision
of such services to such other clients does not impair the
Sub-Sub-Adviser's ability to provide the services contemplated hereunder.
Nothing contained herein shall be construed to limit or restrict the right
of any director, officer or employee of Sub-Sub-Adviser (who may also be a
director, officer or employee of the Sub-Adviser) to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
6. COMPLIANCE WITH APPLICABLE LAW. The Sub-Sub-Adviser shall comply with all
applicable laws, rules and regulations in the discharge or its obligations
hereunder, specifically including, but not limited to Rule 17j-1, under the
1940 Act.
7. TERM AND APPROVAL. This Agreement shall become effective upon approval by
Board of Trustees of the Trust, including a majority of the disinterested
Trustees, and shall thereafter continue in force and effect for two (2)
years and may be continued from year to year thereafter, provided that such
continuation is specifically approved at least annually by Board of
Trustees of the Trust, including a majority of the disinterested Trustees.
8. TERMINATION. This Agreement shall automatically terminate in the event of
its assignment, as defined in Section 2(a)(4) of the 1940 Act. The
Agreement may be also terminated:
(a) at any time, without the payment of any penalty, by the vote of the
Fund's Board of Trustees or by vote of a majority of the Fund's
outstanding voting securities;
(b) by either party upon the occurrence of a material breach of the terms
of the Agreement by the other party that remains uncured for a period
of thirty (30) days after notice of such breach has been given by the
terminating party; or
(c) the Sub-Sub-Adviser may terminate the agreement upon ninety (90) days
notice if the Fund materially changes its investment objectives,
policies or restrictions and the cost of performance hereunder by the
Sub-Sub-Adviser is increased.
9. LIABILITY OF THE SUB-SUB-ADVISER. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations or
duties hereunder on the part of the Sub-Sub-Adviser or any of its officers,
directors or employees, the Sub-Sub-Adviser shall not be subject to
liability to the Sub-Adviser, Adviser or Fund for any act or omission in
the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any
security or investment contract or other instrument for the Fund's
portfolio.
10. NOTICES. Any notices under this Agreement shall be given in writing,
addressed and delivered or mailed, postage paid, to such address as may be
designated for the receipt of such notice, with a copies to the Adviser and
the Fund. The respective addresses for the delivery of such notices are as
follows:
IF TO SUB-ADVISER:
Invesco Aim Capital Management, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxxx, Managing Director
Copy to: Xxxx X. Xxxx, General Counsel
IF TO THE SUB-SUB-ADVISER:
Invesco Asset Management Ltd.
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Attention: Xxxxxxxx Xxxxx, General Counsel
Copy to: Sub-Adviser
COPIES TO THE ADVISER AND FUND MAY BE DELIVERED TO:
JNL Series Trust
Xxxxxxx National Asset Management, LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx, President
11. DISPUTE RESOLUTION. All claims, disputes and other matters in question
between the parties to this Agreement, arising out of or relating to this
Agreement or the breach or alleged breach thereof, shall be decided by
arbitration in accordance with the rules of the American Arbitration
Association then in effect unless the parties mutually agree otherwise.
Notice of the demand for arbitration shall be filed in writing with the
other party to the Agreement and with the American Arbitration Association.
The demand shall be made within a reasonable time after the claim, dispute
or other matter in question has arisen. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would
be barred by the applicable statute of limitations. The award rendered by
the arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
The prevailing party in any arbitration under this Agreement shall be
awarded its reasonable attorney's fees and costs associated with the
arbitration. The location for arbitration of any and all claims,
controversies or disputes arising out of or relating to this Agreement or
any breach or alleged breach thereof shall be in Houston, Texas.
12. APPLICABLE LAW. This Agreement shall be construed in accordance with the
laws of the State of Delaware (without regard to conflict or choice of law
provisions), the 1940 Act, the Advisers Act, and applicable rules, guidance
and exemptive orders issued by the SEC and its staff thereunder. IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of
this ____ day of ________ 2008.
INVESCO AIM CAPITAL MANAGEMENT, INC.
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
INVESCO ASSET MANGEMENT LTD.
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
JNL SERIES TRUST
By:__________________________________________________
Name: XXXX X. XXXXX
Title: PRESIDENT
Risk Warnings
SCHEDULE 2
Summary of Trade Execution Policy
