EX-99.d31
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 31st day of January 2001, by and between
Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and XXXX XXXXX MANAGEMENT, INC., a
New York 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"); and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolios 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 appointments and agrees to
furnish the services herein set forth for the compensation herein provided.
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 for the Fund (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 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, 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.
Sub-Adviser is responsible for compliance with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, applicable to the Fund.
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 place orders pursuant to its investment determinations for the
Funds either directly with the issuer or with any broker or dealer,
including Xxxx Xxxxx & Company, Inc., the parent of the Sub-Adviser.
In placing orders with brokers and dealers, the Sub-Adviser will
attempt to obtain the best combination of prompt execution of orders
in an effective manner and at the most favorable price. Consistent
with this obligation, when the execution and price offered by two
or more brokes or dealers are comparable Sub-Advisory may, in its
discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the Sub-Adviser with research advice
and other services. In no instance will portfolio securities be
purchased from or sold to the Adviser, Sub-Adviser or any affiliated
person of either the Trust, Adviser, or Sub-Adviser, except as may be
permitted under the 1940 Act;
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 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 the
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) will receive the research and recommendations of Adviser with respect
to the investment and reinvestmen of the assets of the Fund; and
i) will vote proxies received in connection with securities held by the
Fund consistent with its fiduciary duties hereunder.
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.
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 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 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 therefore, a
sub-advisory fee, accrued daily and payable monthly, in accordance with
Schedule B hereto. From time to time, the Sub-Adviser may agree to
waive or reduce some or all of the compensation to which it is entitled
under this Agreement.
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 suitable and appropriate 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. Limitation of Liability. Adviser will not take any action against
Sub-Adviser, or its officers, directors, employees, agents or
affiliates, to hold Sub-Adviser, or its officers, directors, employees,
agents or affiliates, liable 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 the Sub-Adviser each agree to indemnify
the other 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.
10. Duration and Termination. This Agreement will become effective as to a
Fund upon execution or, if later, on 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, Adviser, or 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 meaning
of such terms in the 1940 Act.)
11. 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.
12. 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.
13. 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 Trust personally,
but bind only the assets of Trust, and persons dealing with the Fund
must look solely to the assets of Trust belonging to such Fund for the
enforcement of any claims against the Trust.
14. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 31st day of January 2001.
Xxxxxxx National Asset Management, LLC
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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XXXX XXXXX MANAGEMENT, INC.
By:
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Name:
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Title:
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SCHEDULE A
DATED JANUARY 31, 2001
(Funds)
JNL/XXXXX GROWTH SERIES
SCHEDULE B
DATED JANUARY 31, 2001
(Compensation)
JNL/XXXXX GROWTH SERIES
Average Daily Net Assets Annual Rate
$0 to $300 Million: .55%
$300 Million to $500 Million: .50%
Amounts over $500 Million: .45%
