INVESTMENT SUB-ADVISORY AGREEMENT Between
Ex. 99.28(d)(47)(i)
INVESTMENT SUB-ADVISORY AGREEMENT
Between
X. XXXX PRICE ASSOCIATES, INC.
and
x. xxxx price INVESTMENT MANAGEMENT, INC.
This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of March 7, 2022, by and between X. Xxxx Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and X. Xxxx Price Investment Management, Inc. (the “Sub-adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America.
WHEREAS, the Adviser has entered into an Amended and Restated Investment Sub-Advisory Agreement dated as of the 1st day of December, 2012, as amended (“Advisory Agreement”), with Xxxxxxx National Asset Management, LLC (the “Company”), on behalf of the JNL/X. Xxxx Price Capital Appreciation Fund, JNL/X. Xxxx Price Mid-Cap Growth Fund, JNL/X. Xxxx Price U.S. High Yield Fund, and the JNL/X. Xxxx Price Balanced Fund (the “Funds” and each a “Fund”);
WHEREAS, each Fund is a separate series of the JNL Series Trust (the “Trust”) and is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);
2. Duties of the Sub-adviser.
A. Investment Sub-advisory Services. Subject to the supervision of the Trust’s Board of Trustees (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Funds’ investments as specified by the Adviser from time to time, and in accordance with each Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Funds’ Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Funds or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Funds allocated to the Sub-adviser in a manner consistent with each Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub-adviser, on behalf of each Fund is authorized to:
(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;
(2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Sub-adviser may select;
(3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Funds’ custodian;
(4) instruct the Funds’ custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from each Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to each Fund upon acquisition of the same for the Fund;
(5) maintain all or part of the Funds’ uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and
(6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.
B. Personnel, Office Space, and Facilities of Sub-adviser. The Sub-adviser at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as the Sub-adviser requires in the performance of its investment advisory and other obligations under this Agreement.
C. Further Duties of Sub-adviser. In all matters relating to the performance of this Agreement, the Sub-adviser shall act in conformity with the Trust’s Agreement and Declaration of Trust and By-Laws, and the Funds’ currently effective Registration Statement (as defined below) and with the written instructions and directions of the Board and the Adviser, and shall comply with the applicable requirements of the 1940 Act and Advisers Act and the rules thereunder, the SEC, the Financial Conduct Authority (“FCA”), and all other applicable United States, state, United Kingdom, and other laws and regulations.
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A. The Adviser shall continue to have responsibility for all services to be provided to the Funds pursuant to the Advisory Agreement other than those delegated to and assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement.
B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available:
(1) The Trust’s Agreement and Declaration of Trust, as amended from time to time;
(2) The By-Laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”);
(3) Certified resolutions of the Trust’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement;
(4) The Funds’ Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to each Fund and its shares and all amendments thereto (“Registration Statement”);
(5) The Notification of Registration of the Funds under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto;
(6) Each Fund’s Prospectus (as defined above); and
(7) A certified copy of any financial statement or report prepared for the Funds by certified or independent public accountants, and copies of any financial statements or reports made by the Funds to their shareholders or to any governmental body or securities exchange.
The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.
A. The Sub-adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, on behalf of the Funds, the Sub-adviser may, in its discretion, agree to pay a broker-dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Sub-adviser determines in good faith that such commission is reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Sub-adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder.
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B. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of the Funds as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to its other clients.
9. Sub-adviser’s Use of the Services of Others. The Sub-adviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ, retain, or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Sub-adviser or Funds, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice, or assistance as the Sub-adviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise helpful to the Funds, as appropriate, or in the discharge of Sub-adviser’s overall responsibilities with respect to the other accounts that it serves as investment manager or counselor.
11. Representations of Sub-adviser. The Sub-adviser represents, warrants, and agrees as follows:
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A. The Sub-adviser: (i) is registered with the SEC as an investment adviser under the Advisers Act, and is registered or licensed with the FCA and various other non-U.S. regulatory agencies, and will continue to be so registered or licensed for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act, the SEC, the FCA or applicable law from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable United States, state or United Kingdom requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
B. The Sub-adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Funds with a copy of such code of ethics, together with evidence of its adoption.
C. Upon request, the Sub-adviser will provide the Adviser and the Funds with a copy of its Form ADV as most recently filed with the SEC and any amendments thereto.
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A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to the conflicts of laws principles thereof and the 1940 Act. To the extent that the applicable laws of the State of Maryland conflict with the applicable provisions of the 1940 Act, the latter shall control.
WITNESS: | X. XXXX PRICE ASSOCIATES, INC. | |||
/s/ Xxxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxxxx | ||
Xxxx Xxxxxxx, Assistant Vice President | Xxxxxxx Xxxxxxxx, Vice President |
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WITNESS: | X. XXXX PRICE INVESTMENT MANAGEMENT, INC. | |||
/s/ Xxxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxxxx | ||
Xxxx Xxxxxxx, Assistant Vice President | Xxxxxxx Xxxxxxxx, Vice President |
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