INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 16th day of January 2007, by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and PPM AMERICA, INC., a Delaware
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 Adviser represents that it has entered into an Investment
Advisory and Management Agreement ("Management Agreement") dated as of January
31, 2001 with the Trust; 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 ("each 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 Funds 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.
2. DELIVERY OF DOCUMENTS. Adviser has or will furnish Sub-Adviser with
copies properly certified or authenticated of each of the following prior to the
commencement of the Sub-Adviser's services:
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 Funds; and
f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus").
During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all proxy statements, reports to
shareholders, sales literature or other materials prepared for distribution
to shareholders of each Fund, prospects of each Fund or the public that
refer to the Fund in any way, prior to the use thereof, and the Adviser
shall not use any such materials if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and its clients. The Adviser agrees
to use its reasonable best efforts to ensure that materials prepared by its
employees or agents or its affiliates that refer to the Sub-Adviser or its
clients in any way are consistent with those materials previously approved
by the Sub-Adviser as referenced in the first sentence of this paragraph.
Sales literature may be furnished to the Sub-Adviser by e-mail, first class
or overnight mail, facsimile transmission equipment or hand delivery.
Adviser will furnish the Sub-Adviser with copies of all amendments of or
supplements to the foregoing within a reasonable time before they become
effective. Any amendments or supplements that impact the management of the
Funds will not be deemed effective with respect to the Sub-Adviser until
the Sub-Adviser's approval thereof.
3. MANAGEMENT. Subject always to the supervision of the Adviser, who in
turn is subject to the supervision ---------- of the Trust's Board of Trustees,
Sub-Adviser will furnish an investment program in respect of, and make
investment decisions for, all assets of the Funds and place all orders for the
purchase and sale of securities, including foreign or domestic securities or
other property (including financial futures and options of any type), all on
behalf of the Funds. In the performance of its duties, Sub-Adviser will satisfy
its fiduciary duties to the Funds (as set forth below), and will monitor the
Funds' 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 Funds, which may be amended from
time to time. 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 Funds and to consult with each other regarding the
investment affairs of the Funds. Sub-Adviser will report to the Board of
Trustees and to Adviser with respect to the implementation of such program.
Sub-Adviser, solely with respect to the assets of the Funds which are under its
management pursuant to this Agreement, and based on information obtained from
the Funds' administrator, custodian and other service providers, shall take
reasonable steps to comply with the diversification provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended ("IRC"), and its accompanying
Regulation, Treas. Reg. Section 1.817-5, applicable to the Funds.
Adviser will not act in a manner that would result in Sub-Adviser failing
to maintain the required diversification and if the failure to diversify is
inadvertent, Xxxxxxx National Life Insurance Company and any of its affiliates
investing in the Funds, as owner of the assets in the Funds, shall in good faith
and in conjunction with Sub-Adviser follow the procedures specified in Treas.
Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to
request relief from the Commissioner of Internal Revenue Service, and that in
such an event Adviser shall work in conjunction with Sub-Adviser in the
preparation of any request for relief or closing agreement and, to the extent
that Adviser is seeking indemnification under Section 11 hereof, no filings or
agreements shall be made with the Commissioner of Internal Revenue Service
without the prior written approval of Sub-Adviser.
The Adviser agrees that the Sub-Adviser shall not be liable for any failure
to recommend the purchase or sale of any security on behalf of any Fund on the
basis of any information which might, in the Sub-Adviser's opinion, constitute a
violation of any federal or state laws, rules or regulations.
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 comply with all applicable Rules and Regulations of the SEC 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 report regularly to Adviser and to the Trust's Board of Trustees as
reasonably agreed between the Adviser and Sub-Adviser 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 agreed to by the Adviser and Sub-Adviser, the management
of the Funds, including, without limitation, review of the general
investment strategies of the Funds, the performance of the Funds in
relation to the specified benchmarks and will provide various other reports
from time to time as reasonably requested by Adviser;
c) will provide to the Adviser (i) a monthly compliance checklist developed
for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports
developed for each Fund by Adviser and Sub-Adviser;
e) will prepare and maintain such books and records with respect to each
Fund's securities transactions in accordance with Section 7 herein, and
will furnish Adviser and Trust's Board of Trustees such periodic and
special reports as the Adviser may reasonably request;
f) will prepare and cause to be filed in a timely manner Form 13F and, if
required, Schedule 13G with respect to securities held for the account of
the Funds subject to Sub-Adviser's supervision;
g) will act upon reasonable instructions from Adviser;
h) 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, provided, however,
------------------- that notwithstanding the foregoing, Sub-Adviser may
disclose such information as required by applicable law, regulation or upon
request by a regulator or auditor of Sub-Adviser;
i) will vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder; and
j) may not consult with any other sub-adviser of the Trust concerning
transactions in securities or other assets for any investment portfolio of
the Trusts, including the Funds, except that such consultations are
permitted between the current and successor sub-advisers of the Funds in
order to effect an orderly transition of sub-advisory duties so long as
such consultations are not concerning transactions prohibited by Section
17(a) of the 1940 Act.
4. CUSTODY OF ASSETS. Sub-Adviser shall at no time have the right to
physically possess the assets of the Funds or have the assets registered in its
own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire
or become possessed of any income, whether in kind or cash, or proceeds, whether
in kind or cash, distributable by reason of selling, holding or controlling such
assets of the Funds. In accordance with the preceding sentence, Sub-Adviser
shall have no responsibility with respect to the collection of income, physical
acquisition or the safekeeping of the assets of the Funds. All such duties of
collection, physical acquisition and safekeeping shall be the sole obligation of
the custodian.
5. BROKERAGE. The Sub-Adviser is responsible for decisions to buy and sell
securities for each Fund, --------- broker-dealer selection, and negotiation of
brokerage commission rates. Sub-Adviser shall have the express authority to
negotiate, open, continue and terminate brokerage accounts and other brokerage
arrangements with respect to all portfolio transactions entered into by
Sub-Adviser on behalf of the Funds. Sub-Adviser will provide copies of futures
agreements entered into by the Funds to the Adviser, if applicable. It is the
Sub-Adviser's general policy in selecting a broker to effect a particular
transaction to seek to obtain "best execution", which means prompt and efficient
execution of the transaction at the best obtainable price with payment of
commissions which are reasonable in relation to the value of the brokerage
services provided by the broker.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers
and negotiating commission rates, will take all relevant factors into
consideration, including, but not limited to: the best price available; the
reliability, integrity and financial condition of the broker-dealer; the size of
and difficulty in executing the order; the broker's execution capabilities and
any research provided by the broker that aids the Sub-Adviser's investment
decision-making process. Subject to such policies and procedures as the Trust's
Board of Trustees may determine, the Sub-Adviser shall have discretion to effect
investment transactions for each Fund through broker-dealers (including, to the
extent permissible under applicable law, broker-dealer affiliates) who provide
brokerage and/or research services, as such services are defined in section
28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
to cause such Fund to pay any such broker-dealers an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker-dealer, viewed in terms of either that
particular investment transaction or the Sub-Adviser's overall responsibilities
with respect to such Fund and other accounts to which the Sub-Adviser exercises
investment discretion (as such term is defined in section 3(a)(35) of the 1934
Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such
broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall
determine in good faith in conformity with its responsibilities under applicable
laws, rules and regulations. The Sub-Adviser will submit reports on brokerage
placements to the Adviser as reasonably requested by the Adviser, in such form
as may be mutually agreed to by the parties hereto, indicating the
broker-dealers to whom such allocations have been made and the basis therefore.
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. Each Fund
will bear certain other expenses to be incurred in its operation, including, but
not limited to, investment advisory fees, and administration fees; fees for
necessary professional and brokerage services; costs relating to local
administration of securities; and fees for any pricing services. All other
expenses not specifically assumed by the Sub-Adviser hereunder or by the Adviser
under the Management Agreement are borne by the applicable Fund or the Trust.
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 shall be available for inspection by the Trust and
Adviser upon their reasonable request and agrees to provide the Trust with
copies of 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 related
to each Fund's portfolio transactions. The Adviser shall maintain all books and
records not related to the Fund's portfolio transactions.
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 therefore, a sub-advisory fee
accrued daily and payable monthly on the average daily net assets in the Funds
in accordance with Schedule B hereto.
The Sub-Adviser represents and warrants that in no event shall the
Sub-Adviser provide similar investment advisory services to any U.S. registered
investment company client comparable to the Funds being managed under this
Agreement at a composite rate of compensation less than that provided for
herein.
9. 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 or accounts. 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. Sub-Adviser may group orders for a Fund
with orders for other funds and accounts to obtain the efficiencies that may be
available on larger transactions when it determines that investment decisions
are appropriate for each participating account. Sub-Adviser cannot assure that
such policy will not adversely affect the price paid or received by a Fund.
Adviser recognizes, and has advised Trust's Board of Trustees, that in some
cases this procedure may adversely affect the size and the opportunities of the
position that the participating Fund may obtain in a particular security. In
addition, Adviser understands, and has advised the 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.
10. LIMITATION OF LIABILITY. Sub-Adviser, its officers, directors,
employees, agents or affiliates will not ----------------------- be subject to
any liability to the Adviser or the Funds or their directors, officers,
employees, agents or affiliates for any error of judgment or mistake of law or
for any loss suffered by the Funds, any shareholder of the Funds or the Adviser
either in connection with the performance of Sub-Adviser's duties under this
Agreement or its failure to perform due to events beyond the reasonable control
of the Sub-Adviser or its agents, except for a loss resulting from Sub-Adviser's
willful misfeasance, or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement. Federal and State securities laws may impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any right which
Adviser may have under any applicable laws.
11. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify
the other party (and each such party's affiliates, employees, directors and
officers) against any claim, damages, loss or liability (including reasonable
attorneys' fees) arising out of any third party claims brought against an
indemnified party that are found to constitute willful misfeasance or gross
negligence on the part of the indemnifying party.
12. 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 for two years from the
date of its execution. 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 sixty 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 meaning of such terms in the
1940 Act.) Section 10 and 11 herein shall survive the termination of this
Agreement.
13. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
(a) The assets of the Account may be invested in futures contracts and
consents to the Sub-Adviser's use of the alternate disclosure and
recordkeeping standards under Commodity Futures Trading Commission Rule 4.7
with respect to such futures trading, which alternate standards are
available to the Sub-Adviser on account of each Fund's ownership of
securities of issuers not affiliated with the Funds and other investments
with an aggregate market value of at least $2,000,000 and on account of the
Trust's status as an investment company registered under the 1940 Act (not
formed for the specific purpose of either investing in an exempt pool or
opening an exempt account);
(b) It is excluded from the definition of a commodity pool operator under
CFTC Rule 4.5, and in connection with such exemption has filed a notice of
eligibility and will provide the Sub-Adviser with a copy of such notice of
eligibility before the execution of this Agreement; and
(c) The Adviser hereby acknowledges that not less than forty-eight (48)
hours before the date it has executed this Agreement, it received from the
Sub-Adviser a copy of Part II of Sub-Advisers Form ADV, as required by Rule
204-(3) of the Investment Advisers Act of 1940, as amended.
14. OBLIGATIONS OF ADVISER. The Adviser agrees to provide or complete, as
the case may be, the following prior to the commencement of the Sub-Adviser's
investment advisory services as specified under this Agreement:
(a) A list of first tier affiliates and second tier affiliates (i.e.,
affiliates of affiliates) of the Fund;
(b) A list of restricted securities for each Fund (including CUSIP, Sedol
or other appropriate security identification); and
(c) A copy of the current compliance procedures for each Fund.
The Adviser also agrees to promptly update the above referenced items in
order to ensure their accuracy, completeness and/or effectiveness.
15. CONFIDENTIAL TREATMENT. It is understood that any information or
recommendation supplied by, or produced ----------------------- by, Sub-Adviser
in connection with the performance of its obligations hereunder is to be
regarded as confidential and for use only by the Adviser and the Trust.
Furthermore, except as required by law (including, but not limited to
semi-annual, annual or other filings made under the 0000 Xxx) or as agreed to by
the Adviser and Sub-Adviser, the Adviser and Trust will not disclose any list of
securities held by the Fund until it is either filed with the Securities &
Exchange Commission or mailed out to shareholders, which filing or mailing shall
not be made sooner than 30 days after quarter end in any manner whatsoever
except as expressly authorized in this Agreement, except that the top 10
holdings may be disclosed 15 days after month end. In addition, at the end of
each quarter, the Adviser may disclose to certain third party data or service
providers to the Fund, who have entered into a confidentiality agreement with
the Adviser, a list of securities purchased or sold by the Fund during the
quarter.
16. ENTIRE AGREEMENT; AMENDMENT OF THIS AGREEMENT. This Agreement
constitutes the entire agreement between the parties with respect to the Funds.
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.
17. 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
designated herein.
A) TO ADVISER: Xxxxxxx National Life Insurance Company 0 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxx
B) TO SUB-ADVISER: PPM America, Inc. 000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000 Attention: Xxx Xxxxxxxxx
18. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit 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 or agents of Trust personally, but
bind only the assets of Trust, and persons dealing with the Funds must look
solely to the assets of Trust belonging to such Fund for the enforcement of any
claims against the Trust.
19. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
20. COUNTERPART 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 Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 16th day of January 2007.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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PPM AMERICA, INC.
By:
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Name: Xxxx X. Xxxxxxx
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Title: Executive Vice President
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SCHEDULE A
JANUARY 16, 2007
(Funds)
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JNL/PPM America Value Equity Fund
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SCHEDULE B
JANUARY 16, 2007
(Compensation)
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JNL/PPM America Value Equity Fund
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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$0 to $150 Million 0.25%
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$150 Million to $300 Million 0.20%
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Amounts over $300 Million 0.17%
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