AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective as of the 31st day of January 2001, 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 STANDARD & POOR'S
INVESTMENT ADVISORY SERVICES, LLC, a Delaware limited liability company 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, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations; and
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
provide directions to the Adviser with respect to all investment decisions
for, all assets 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. The Sub-Adviser and the Adviser are responsible for compliance
with the provisions of Section 817(h) of the Internal Revenue Code of
1986, as amended, applicable to the Funds as appropriate and to the extent
applicable; provided, however, that the Sub-Adviser shall not be
responsible where the non-compliance of the Funds with Section 817(h) of
the Internal Revenue Code of 1986, as amended, is directly caused by the
failure of a registered investment company in which the Funds invests to
comply with such Section."
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 be the responsibility of the Adviser to execute all portfolio
transactions for the Fund and that the Adviser will direct all
incoming cash, maintain the allocations as directed by the
Sub-Adviser and provide all required financial reporting;
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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 reasonably request;
f) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder; and
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.
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific
disclosure, or as applicable to it (iii) filing of reports and other
documents, each shall comply with such requirements;
b) Sub-Adviser shall comply with all requirements of the applicable CEA
and then-current CFTC regulations that apply to Sub-Adviser with
regard to the Fund, and with regard to all Funds for which it serves
as Sub-Adviser; and
c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling
any disclosure or reporting requirements applicable to the Fund
under the CEA and/or then-current CFTC regulations.
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 (to the extent the foregoing is
applicable).
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
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such records upon the Trust's request. Subject to the preceding sentence,
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 in
accordance with Schedule B hereto, accrued daily and payable monthly on
the average daily net assets in the Fund or Funds. From time to time, the
Sub-Adviser may, but shall not be obligated to, agree to waive or reduce
some or all of the compensation to which it is entitled under this
Agreement. Any and all payments to the Sub-Adviser hereunder shall be
accompanied by a statement setting forth the basis for its calculation.
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 and hold
harmless the other and its officers, directors, employees, agents and
affiliates 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.
In addition, Adviser agrees to indemnify and hold harmless the Sub-Adviser
and its officers, directors, employees, agents and affiliates against any
and all judgments,
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damages, costs or losses of any kind (including reasonable attorneys'
fees) incurred as a result of any action or proceeding that arises out of
or relates to this Agreement or the Fund and which does not result in a
finding that the Sub-Adviser was negligent or at fault.
As a condition to a party's right to indemnification hereunder, the
indemnified party shall be required to (a) notify the indemnifying party
promptly of any claim, action or proceeding to which it is entitled to be
indemnified hereunder, (b) grant the indemnifying party sole control of
the defense and/or settlement thereof and (c) cooperate with the
indemnifying party in the defense thereof.
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 March 31, 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 by either party. (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. ACKNOWLEDGEMENTS OF ADVISER
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-Adviser
has duly filed a notice of claim for such relief pursuant to Rule
4.7(d). 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).
12. 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.
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13. 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.
14. 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.
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.
16. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
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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
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Name: Xxxx X. Xxxxx
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Title: President & CEO
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STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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` Name: Xxxxxxx Xxxxxxxx
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Title: Managing Director
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SCHEDULE A
DECEMBER 1, 2012
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FUNDS
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JNL/S&P Managed Growth Fund
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JNL/S&P Managed Conservative Fund
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JNL/S&P Managed Moderate Growth Fund
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JNL/S&P Managed Moderate Fund
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JNL/S&P Managed Aggressive Growth Fund
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JNL/S&P Competitive Advantage Fund
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JNL/S&P Dividend Income & Growth Fund
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JNL/S&P Intrinsic Value Fund
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JNL/S&P Total Yield Fund
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A-1
SCHEDULE B
DECEMBER 1, 2012
(Compensation)
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FUNDS
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Group 1:
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JNL/S&P Managed Growth Fund
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JNL/S&P Managed Conservative Fund
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JNL/S&P Managed Moderate Growth Fund
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JNL/S&P Managed Moderate Fund
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JNL/S&P Managed Aggressive Growth Fund
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ASSETS ANNUAL RATE
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Effective December 1, 2011:
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All Assets 0.02%
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Effective December 31, 2013:
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$0 to $2.5 Billion 0.05%
Over $2.5 Billion 0.04%
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THE ASSETS OF THE FUNDS ARE AGGREGATED FOR PURPOSES OF CALCULATING THE
SUB-ADVISORY FEE.
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Group 2:
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JNL/S&P Competitive Advantage Fund
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JNL/S&P Dividend Income & Growth Fund
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JNL/S&P Intrinsic Value Fund
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JNL/S&P Total Yield Fund
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ASSETS ANNUAL RATE
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Effective December 1, 2011:
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$0 to $1Billion 0.06%
Next $2 Billion 0.05%
Next $1 Billion 0.04%
Next $1 Billion 0.03%
Over $5 Billion 0.02%
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Effective December 31, 2012:
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$0 to $1Billion 0.08%
Next $2 Billion 0.07%
Over $3 Billion 0.05%
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THE ASSETS OF THE FUNDS ARE AGGREGATED FOR PURPOSES OF CALCULATING THE
SUB-ADVISORY FEE.
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B-1
