INVESTMENT SUB-SUB-ADVISORY AGREEMENT
This Agreement is effective this 25th day of May, 2007, by and between
Xxxxxxx Xxxxx Asset Management, L.P., a Delaware limited partnership ("GSAM"),
and Xxxxxxx Sachs Asset Management International, a company organized with
unlimited liability under the laws of England ("GSAMI", collectively with GSAM,
the "parties" and individually each a "party").
RECITALS
WHEREAS, the JNL/Xxxxxxx Xxxxx Core Plus Bond Fund (the "Fund") is an
investment 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, management investment company;
WHEREAS, Xxxxxxx National Asset Management, LLC (the "JNL") and the Trust
are parties to an Investment Advisory and Management Agreement dated as of
January 31, 2001, pursuant to which JNL acts as investment manager with respect
to the investment portfolios of the Trust, including the Fund;
WHEREAS, JNL and GSAM are parties to an Investment Sub-Advisory Agreement,
dated May 2, 2005 (the "Sub-Advisory Agreement"), pursuant to which GSAM acts as
the investment manager with respect to certain investment portfolios of the
Trust, including the Fund; and
WHEREAS, GSAM desires to retain GSAMI to provide certain investment
services with respect to the Fund upon the terms and conditions set forth below.
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. GSAM hereby appoints GSAMI to act as a discretionary
investment manager with respect to such portion of the assets of the Fund
as GSAM shall allocate to GSAMI for the period and pursuant to the terms
and conditions set forth herein. GSAMI accepts such appointment and agrees
to provide the services contemplated herein, pursuant to the terms and
conditions set forth herein.
2. DUTIES OF GSAMI. Subject to the supervision of GSAM and the Trust's Board
of Trustees, GSAMI will furnish an investment program which, when taken
together with any portion of the Fund's assets managed by GSAM, 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 in respect of, and make investment
decisions for, all assets of the Fund that it has been allocated by GSAM
and place all orders for the purchase and sale of securities, all on behalf
of Fund. GSAMI is authorized as the agent of the Trust to give instructions
with respect to the assets allocated to it to give instructions to the
custodian of the Fund as to deliveries of securities and other investments
and payments of cash for the account of the Fund. GSAM and GSAMI agree to
keep records relating to any services hereunder provided by GSAMI in
accordance with all applicable laws.
In no instance will securities held by or being acquired for the Fund be
purchased from or sold to GSAMI, or any affiliated person of GSAMI 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.
Whenever GSAMI simultaneously places orders to purchase or sell the same
security on behalf of the Fund and one or more other accounts managed by
GSAMI, such orders will be allocated as to price and amount among all such
accounts in a manner believed by GSAMI to be equitable to each account.
GSAMI shall keep 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, GSAMI may
disclose records or information relative to the Fund when directed by order
of a court or regulatory authority.
3. REPRESENTATION OF GSAMI. GSAMI represents, warrants and covenants that it
is authorized and regulated by Financial Services Authority (the "FSA") and
has classified the Fund as an Intermediate Customer as defined by the FSA
Rules.
4. EXPENSES OF THE FUND. GSAMI shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. All
expenses not specifically assumed by GSAMI hereunder or by GSAM or JNL are
borne by the Fund or Trust.
5. SERVICES NOT EXCLUSIVE. The services to be provided by GSAMI hereunder are
not to be deemed exclusive, and GSAMI 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 GSAMI'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 GSAMI
(who may also be a director, officer or employee of GSAM) 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. GSAMI will manage the assets of the Fund
that are under its management pursuant to this Agreement in conjunction
with those assets managed by GSAM such that the Fund, as whole, is in
compliance with the requirements of the 1940 Act and the regulations
adopted by the Securities and Exchange Commission. Further, GSAMI will
conduct its activities under this Agreement in accordance with applicable
regulations of any governmental authority pertaining to its investment
advisory activities.
7. TERM AND TERMINATION. This Agreement shall become effective upon execution,
and unless sooner terminated as provided herein, will continue in effect
for two (2) years from the date of its execution. Thereafter, if not
terminated, this Agreement will continue in effect 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 JNL, GSAM and GSAMI.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, on sixty days' written notice by
the Trust or JNL, or on sixty days' written notice by GSAM or GSAMI. This
Agreement shall terminate automatically if the Sub-Advisory Agreement
terminates.
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 meaning of
such terms in the 1940 Act.)
8. LIABILITY OF GSAMI. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations or duties hereunder on
the part of GSAMI or any of its officers, directors or employees, GSAMI
shall not be subject to liability to GSAM or the 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.
9. 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 copies to JNL and the Fund.
The respective addresses for the delivery of such notices are as follows:
IF TO GSAM:
Xxxxxxx Xxxxx Asset Management, L.P.
00 Xxx Xxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
IF TO GSAMI:
Xxxxxxx Xxxxx Asset Management International
Xxxxxxxxxxxx Xxxxx
00-00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attn: Xxxx Xxxxxxxx
With a copy to:
Xxxxxxx Xxxxx Asset Management, L.P.
00 Xxx Xxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
COPIES TO JNL AND THE 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
10. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
11. COUNTERPARTY SIGNATURES. This Agreement may be executed in several
counterparts, including via facsimile, each of which shall be deemed an
original for all purposes, including judicial proof of the terms hereof,
and all of which together shall constitute and be deemed one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 25th day of May 2007.
XXXXXXX SACHS ASSET MANAGEMENT INTERNATIONAL
By: /s/ Xxx Xxxxx
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Name: XXX XXXXX
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Title: MANAGING DIRECTOR
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XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: XXXXX X. XXXXXXXXX
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Title: MANAGING DIRECTOR
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ACCEPTED AND AGREED:
JNL SERIES TRUST
By: /s/ Xxxx X. Xxxxx
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Name: XXXX X. XXXXX
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Title: PRESIDENT
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