AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective as of the 25th day of April, 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 OPPENHEIMERFUNDS, INC., a
Colorado 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, 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 (each referred to herein as a "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;
f) the Trust's most recent prospectus and Statement of Additional
Information (collectively called the "Prospectus");
g) the policies, procedures and guidelines adopted by the Fund's Board
of Trustees with respect to management of the Fund; and
h) a list of companies the securities of which are not to be bought or
sold on behalf of the Fund and a list of countries the issuers of
which the Fund cannot invest in.
Adviser will furnish Sub-Adviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. Such amendments or
supplements to items (a) through (g) will be provided promptly after
such materials become available to Adviser. Such amendments or
supplements to item (h) above will be provided no later than the end
of the business day following the date such amendments or
supplements become known to Adviser. Any amendments or supplements
to the foregoing will not be deemed effective with respect to
Sub-Adviser until Sub-Adviser's receipt thereof.
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 as detailed
in Section 2 above, and the stated investment objectives, policies and
restrictions of the Fund. Notwithstanding the foregoing, Sub-Adviser shall
have no responsibility to monitor compliance with limitations or
restrictions for which information from Adviser or its authorized agent is
necessary to enable Sub-Adviser to monitor compliance with such
limitations or restrictions, unless such information is provided to
Sub-Adviser in writing and as otherwise agreed upon. Sub-Adviser and
Adviser will each make its 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 shall not be
responsible for any services to the Fund, or bear any expenses, other than
those expressly delineated herein.
Adviser and Sub-Adviser further agrees that Sub-Adviser:
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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 consistent with Section 5 below;
d) will report regularly to Adviser and to the Board of Trustees and
will make appropriate persons it selects available once a year for
the purpose of reviewing with representatives of Adviser and the
Board of Trustees 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;
h) shall not be responsible for the preparation or filing of any report
required of the Fund by any governmental or regulatory agency,
except that Sub-Adviser hereby undertakes to prepare and file any
necessary Schedule 13G reflecting the Fund's holdings;
i) in performing its obligations under this Agreement, may rely upon
information provided to it by the Fund or on behalf of the Fund, the
Adviser, the Fund's custodian or other agent and will not
independently verify the accuracy or completeness of such
information, and that Sub-Adviser shall not be liable for any loss,
claim or damages related to such reliance; and
j) Absent specific written instructions to the contrary provided to
Sub-Adviser by Adviser, and subject to the receipt of all necessary
voting materials, Sub-Adviser
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will vote all proxies with respect to the Fund's investments in
accordance with Sub-Adviser's proxy voting procedures. In addition,
absent specific written instructions to the contrary provided to
Sub-Adviser by Adviser, and subject to the receipt of all necessary
materials, Sub-Adviser shall respond to all corporate actions
involving the Fund's investments.
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 the Adviser as a Commodity
Pool Operator ("CPO") or Commodity Trading Advisor ("CTA") or
registration by the Sub-Adviser as a Commodity Trading Advisor, (ii)
specific disclosure, or as applicable to either party, (iii) filing
of reports and other documents, each shall comply with such
requirements;
b) Adviser and Sub-Adviser shall comply with all requirements of the
CEA and CFTC regulations that apply to either party with regard to
the Fund;
c) The Adviser shall be responsible for all disclosures and reporting
requirements necessary to fulfill its CPO and/or CTA obligations
under the CEA applicable to the Fund;
d) The Sub-Adviser shall be responsible for all disclosures and
reporting requirements necessary to fulfill its CTA obligations
under the CEA; and
e) Sub-Adviser shall cooperate by assisting the Adviser in its capacity
as CPO and/or CTA of the Fund in fulfilling any of the Adviser's
disclosure or reporting requirements applicable to the Fund under
the CEA and/or then-current CFTC regulations.
4. DUTIES OF ADVISER.
a) Adviser shall continue to have responsibility for all services to be
provided to the Fund pursuant to the Advisory Agreement and shall
oversee Sub-Adviser's performance of its duties under this
Agreement. In this regard, Adviser shall provide Sub-Adviser, or
shall cause the Fund's custodian or other agent to provide to
Sub-Adviser, on each business day, as of a time of day to be
mutually agreed upon, a computer download (in accordance with
Sub-Adviser's specifications as to program and format) detailing, as
of the close of the prior business day:
i) The Fund's comprehensive portfolio holdings, including cash
and cash-equivalents, total assets, net assets, payables,
receivables;
ii) The Fund's uninvested cash;
iii) Current valuations of portfolio securities;
iv) Cash flows;
v) Corporate actions (e.g., the tendering of portfolio
securities) affecting the Fund's investments (to the extent
that the Advisor or its affiliates are aware of any corporate
actions); and
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vi) Other information requested by the Sub-Adviser to assist it in
carrying out its duties under this Agreement.
b) The Adviser shall provide the Sub-Adviser with the portfolio
information delineated under this paragraph 4 at no cost. Upon
receipt of the portfolio information, the Sub-Adviser will be
responsible for any costs associated with utilizing this portfolio
information.
c) Adviser shall remain responsible for, among other things, providing
the following services with respect to the Fund.
i) The composition of periodic shareholder reports with respect
to the Fund's operations, proxy materials for meetings of the
Fund's shareholders, and such registration statements as may
be required by federal and state securities laws for the
continuous public offering and sale of shares of the Fund; and
ii) The determination of the net asset value(s) of shares of the
Fund.
d) Adviser shall furnish Sub-Adviser with copies of any financial
statement or report prepared for the Fund by certified or
independent public accountants and with copies of any financial
statements or reports made to the Fund's shareholders or to any
governmental body or securities exchange.
5. PORTFOLIO TRANSACTIONS AND BROKERAGE.
a) Sub-Adviser is authorized, in arranging the purchase and sale of the
Fund's publicly-traded portfolio securities, to employ or deal with
such members of securities or commodities exchanges, brokers or
dealers or futures commission merchants (hereinafter
"broker-dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the "best
execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions.
Consistent with the terms and conditions of this Agreement and
Sub-Adviser's appointment hereunder, Sub-Adviser is hereby appointed
as the Fund's agent for the limited purpose of engaging in portfolio
transactions on behalf of the Fund. In accordance with this
authority and as necessary, in the judgement and discretion of
Sub-Adviser, to complete portfolio transactions on behalf of the
Fund, Sub-Adviser may enter into trading agreements and open
brokerage accounts on behalf of the Fund.
b) Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such terms
and conditions as are customary in such transactions, may use a
broker to effect said transactions, and may enter into a contract in
which the broker acts either as principal or as agent.
c) Sub-Adviser shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their ability
to obtain best execution of particular and related portfolio
transactions. The abilities of a broker-dealer to obtain best
execution of particular portfolio transaction(s) will be judged by
Sub-Adviser on the
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basis of all relevant factors and considerations including, insofar
as feasible: the execution capabilities required by the transaction
or transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio transactions by participating
therein for its own account; the importance to the Fund of speed,
efficiency or confidentiality; the broker-dealer's apparent
familiarity with sources from or to whom particular securities might
be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions
of the Fund.
d) Sub-Adviser shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to
broker-dealers, other than affiliated broker-dealers, qualified to
obtain best execution of such transactions who provide brokerage
and/or research services (as such services are defined in Section
28(e)(3) of the Securities Exchange Act of 1934, as amended) for the
Fund and/or other accounts for which Sub-Adviser or its affiliates
exercise "investment discretion" (as that term is defined in Section
3(a)(35) of the Securities Exchange Act of 1934, as amended) and to
cause the Fund to pay such broker-dealers a commission for effecting
a portfolio transaction for the Fund that is in excess of the amount
of commission another broker-dealer adequately qualified to effect
such transaction would have charged for effecting that transaction,
if Sub-Adviser determines, in good faith, that such commission is
reasonable in relation to the value of the brokerage and/or research
services provided by such broker-dealer, viewed in terms of either
that particular transaction or the overall responsibilities of
Sub-Adviser or its affiliates with respect to the accounts as to
which they exercise investment discretion. In reaching such
determination, Sub-Adviser will not be required to place or attempt
to place a specific dollar value on the brokerage and/or research
services provided or being provided by such broker-dealer.
e) Sub-Adviser shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select any
broker-dealer on the basis of its purported or "posted" commission
rate but will, to the best of its ability, endeavor to be aware of
the current level of the charges of eligible broker-dealers and to
minimize the expense incurred by the Fund for effecting its
portfolio transactions to the extent consistent with the interests
and policies of the Fund as established by the determinations of the
Board of Trustees and the provisions of this paragraph 4.
f) Subject to the foregoing provisions of this paragraph 4, Sub-Adviser
may also consider sales of shares of the Fund and other funds
advised by Sub-Adviser or its affiliates as a factor in the
selection of broker-dealers for the Fund's portfolio transactions.
6. 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.
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 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. 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(b)(5), (6), (7), (9) and
(10) under the 1940 Act.
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 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.
9. SERVICES TO OTHERS. The services of Sub-Adviser with respect to the Fund
are not deemed to be exclusive. Nothing in this Agreement shall prevent
Sub-Adviser or any officer, director or affiliate thereof from acting as
investment adviser or sub-adviser for any other person, firm or
corporation and shall not in any way limit or restrict Sub-Adviser or any
of its directors, officers, stockholders, employees or affiliates from
buying, selling or trading any securities for its or their own account or
for the account of others for whom it or they may be acting, provided that
such activities will not adversely affect or otherwise impair the
performance by Sub-Adviser of its duties and obligations under this
Agreement.
10. 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.
11. INDEMNIFICATION.
a) Sub-Adviser agrees to indemnify and hold harmless Adviser, any
affiliated person within the meaning of Section 2(a)(3) of the Act
("affiliated person") of the Adviser and each person, if any who,
within the meaning of Section 15 of the Securities Act of 1933 (the
"1933 Act"), controls ("controlling person") Adviser and their
respective officers, directors and employees, against any and all
losses, claims, damages, liabilities or litigation (including
reasonable attorneys' fees), to which Adviser or such affiliated
person or controlling person of Adviser or their respective
officers, directors and employees may become subject under the Act,
the 1933 Act, the Advisors Act, or any other statute, law, rule or
regulation, arising directly out of Sub-Adviser's responsibilities
hereunder (1) to the extent of and as result of the willful
misconduct, bad faith, or gross negligence by Sub-Adviser, any of
Sub-Adviser's employees or representatives or any other affiliate of
or any person acting on behalf of Sub-Adviser, or (2) as a result of
any untrue statement of a material fact contained in the Fund's
registration statement, including any amendment thereof or any
supplement thereto, or the omission of a material fact required to
be stated in such registration statement necessary to make the
statements therein not misleading,
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if such a statement or omission was made in reliance upon and in
conformity with written information furnished by Sub-Adviser to the
Fund; provided, however, that in no case is Sub-Adviser's indemnity
hereunder deemed to protect a person against any liability to which
any such person would otherwise be subject by reason of willful
misconduct, bad faith or gross negligence in performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement. Sub-Adviser shall not be liable to
Adviser or the Fund or any affiliate of Adviser or Fund or any
controlling person of the Fund, Adviser or their respective
affiliates for any losses that may be sustained as a result of (1)
instructions provided by Sub-Adviser to Adviser or the Fund's
Custodian or Administrator if the recipient had reason to believe
that such instruction was not genuine or authorized, or (2) delays
in or the inaccuracy of information provided to Sub-Adviser pursuant
to Section 4 of this Agreement.
b) Adviser agrees to indemnify and hold harmless Sub-Adviser, any
affiliated person of Sub-Adviser and each controlling person of
Sub-Adviser, if any, and their respective officers, directors and
employees against any and all losses, claims, damages, liabilities
or litigation (including reasonable attorneys' fees), to which
Sub-Adviser or such affiliated person or controlling person of
Sub-Adviser or their respective officers, directors and employees
may become subject under the Act, the 1933 Act, the Advisors Act, or
any other statute, law, rule or regulation, arising out of Adviser's
responsibilities as investment manager of the Fund or the Adviser's
obligations hereunder (1) to the extent of and as a result of the
willful misconduct, bad faith, or gross negligence by Adviser, any
of Adviser's employees or representatives or any affiliate of or any
person acting on behalf of Adviser, or (2) as a result of any untrue
statement or alleged untrue statement of a material fact contained
in the Fund's registration statement, including any amendment
thereof or any supplement thereto except to the extent made in
reliance upon and in conformity with written information furnished
by Sub-Adviser to the Fund, or the omission of or alleged omission
to state a material fact in such registration statement necessary to
make the statements therein not misleading; provided, however, that
in no case shall Adviser's indemnity hereunder be deemed to protect
a person against any liability to which any such person would
otherwise be subject by reason of willful misconduct, 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. It is agreed that Adviser's indemnification obligations
under this Section 11 will extend to expenses and costs (including
reasonable attorneys' fees) incurred by Sub-Adviser, any controlling
person of Sub-Adviser, Sub-Adviser's officers, directors, employees
or affiliates as a result of any litigation brought by Adviser
alleging Sub-Adviser's failure to perform its obligations and duties
in the manner required under this Agreement, unless judgement is
rendered for Adviser.
12. 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 for two years from such date. 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
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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.)
Any notice required under this section shall be deemed waived by the
non-terminating party in the event of a material adverse change in the
financial condition or material adverse publicity (including formal
administrative proceedings initiated by the NASD Regulation, Inc., the
Securities and Exchange Commission or any other regulatory or
self-regulatory body) experienced by the non-terminating party as
determined by the terminating party in its sole discretion.
Notwithstanding the foregoing or anything to the contrary set forth in
this Agreement, Sub-Adviser may transfer or assign its rights, duties and
obligations hereunder or interest herein to any entity owned, directly or
indirectly, by Xxxxxxxxxxx Acquisition Corp. (Sub-Adviser's ultimate
parent corporation) or to a successor in interest pursuant to a merger,
reorganization, stock sale, asset sale or other transaction, without the
consent of Adviser.
13. ACKNOWLEDGEMENTS OF ADVISER.
a) If the Sub-Adviser is registered as a CTA 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 CPO 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).
14. 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.
15. 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. If to
Sub-Advisor, such notice shall be sent to:
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OppenheimerFunds, Inc., 2 World Financial Center, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000, Attention: Client Service & Administration.
16. 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.
Sub-Adviser hereby consents to the Fund using the name "Xxxxxxxxxxx" as
part of its name. Neither the Fund nor Adviser shall use the name
"Xxxxxxxxxxx" and any of the other names of Sub-Adviser or its affiliated
companies and any derivative or logo or trade or service xxxx thereof, or
disclose information related to the business of Sub-Adviser or any of its
affiliates in any prospectus, sales literature or other material relating
to the Fund in any manner not approved prior thereto by Sub-Adviser;
provided, however, that Sub-Adviser hereby approves all uses of its name
and that of its affiliates which merely refer in accurate terms to its
appointment hereunder or which are required by the SEC or a state
securities commission; and provided, further, that in no event shall such
approval be unreasonably withheld. Sub-Adviser shall not use the name of
the Fund, Adviser or any of their affiliates in any material relating to
Sub-Adviser in any manner not approved prior thereto by Adviser; provided,
however, that Adviser hereby approves all uses of its or the Fund's name
which merely refer in accurate terms to the appointment of Sub-Adviser
hereunder or which are required by the SEC or a state securities
commission; and, provided, further, that in no event shall such approval
be unreasonably withheld.
Adviser recognizes that from time to time directors, officers and
employees of Sub-Adviser may serve as directors, trustees, partners,
officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and
that such other entities may include the name "Xxxxxxxxxxx" or any
derivative or abbreviation thereof as part of their name, and that
Sub-Adviser or its affiliates may enter into investment advisory,
administration or other agreements with such other entities.
Upon termination of this Agreement for any reason, Adviser shall within 30
days cease and cause the Fund to cease all use of the name and xxxx
"Xxxxxxxxxxx."
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17. 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.
18. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
Any question of interpretation of any term or provision of this Agreement
having a counterpart or otherwise derived from a term or provision of the
Act shall be resolved by reference to such term or provision of the Act
and to interpretations thereof, if any, by the United States Courts or, in
the absence of any controlling decision of any such court, by the rules,
regulations or orders of the Commission. In addition, where the effect of
a requirement of the Act reflected in any provision of this Agreement is
revised by rule, regulation or order of the Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
--------------------------------------------------------------------------------
PAGE 11 OF 12
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.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE
COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF
PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY
TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING
COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR
ACCOUNT DOCUMENT.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxx
-------------------------------------------------
Title: President and CEO
------------------------------------------------
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxxxx Xxxxx
---------------------------------------------------
Name: Xxxxxx Xxxxx
-------------------------------------------------
Title: SVP, Head of Client Service & Administration
-----------------------------------------------
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PAGE 12 OF 12
SCHEDULE A
DATED DECEMBER 1, 2012
--------------------------------------------------------------------------------
FUNDS
--------------------------------------------------------------------------------
JNL/Xxxxxxxxxxx Global Growth Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A-1
SCHEDULE B
DATED DECEMBER 1, 2012
(Compensation)
--------------------------------------------------------------------------------
JNL/XXXXXXXXXXX GLOBAL GROWTH FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $350 Million 0.35%
--------------------------------------------------------------------------------
Next $450 Million 0.30%
--------------------------------------------------------------------------------
Amounts over $800 Million 0.25%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B-1
