EX-99.d32
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 JANUS CAPITAL
CORPORATION, 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"); 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" and collectively the "Funds").
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 appointments and agrees
to furnish the services herein set forth for the compensation herein provided.
2. Delivery of Documents and Information.
(a) Adviser has furnished Sub-Adviser with copies properly certified or
authenticated of each of the following:
(i) 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");
(ii) the Trust's By-Laws and amendments thereto;
(iii) resolutions of the Trust's Board of Trustees
authorizing the appointment of Sub-Adviser and
approving this Agreement and resolutions of the
Trust's Board of Trustees which may affect the duties
of Adviser or Sub-Adviser;
(iv) 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;
(v) the Trust's Registration Statement on Form N-IA
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 (the "Registration Statement"),
(vi) the Trust's most recent prospectus and Statement of
Additional Information for the Funds (collectively called the
"Prospectus"); and
(vii) a copy of the Trust's agreement with the
Custodian (the "Custodian") designated to hold the
assets in the Trust and any modification to such
agreement (the "Custody Agreement"). The Funds'
assets shall be maintained in the custody of the
Custodian and in accordance with the Custody
Agreement. Any assets added to the Funds shall be
delivered directly to the Custodian. Sub-Adviser
shall have no liability for the acts or omissions of
the Custodian.
(b) Adviser also will furnish the Sub-Adviser from time to time with the
following:
(i) copies of all amendments of or supplements to the
documents set forth in Section 2(a) above, before or at the time
the amendments or supplements become effective;
(ii) timely information regarding such matters as the
composition of assets in the Funds, cash requirements
and cash available for investment in the Funds, and
any information as may be reasonably necessary for
Sub-Adviser to perform its responsibilities in
connection with this Agreement, including without
limitation, information relating to Adviser's
liquidity procedures, cross-trade procedures and any
other procedures;
(iii)certified copies of any financial statements or
reports prepared for the Trust, including the Funds,
by certified or independent public accountants, and
copies of any financial statements or reports made by
the Funds to their shareholders or to any
governmental body or securities exchange; and
(iv) any further materials or information which Sub-Adviser may
reasonably request to enable it to perform its functions under
this Agreement
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will have exclusive authority to furnish
an investment program in respect of, and to make investment decisions for, all
assets of the Funds and without prior consultation with the Adviser, to buy,
sell, lend, and otherwise trade in any stocks, bonds, and other securities and
investment instruments on behalf of the Funds, and except as otherwise provided
in this Agreement, without regard to the length of time the securities and
investment instruments have been held and the resulting rate of portfolio
turnover or any tax considerations. Subject to the investment objectives,
policies, and restrictions concerning the Funds set forth in the Declaration of
Trust and By-Laws and in the Registration Statement, the Funds may be invested
in such proportions of stocks, bonds, other securities or investment
instruments, or cash as Sub-Adviser shall determine. In the performance of its
duties, Sub-Adviser 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. Sub-Adviser and Adviser will each be 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 is responsible for compliance with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, applicable to the Funds.
Sub-Adviser represents the following:
(a) Sub-Adviser is a corporation duly organized, validly
existing and in good standing as a corporation under the laws
of the State of Colorado.
(b) Sub-Adviser has all requisite corporate power and
authority under the laws of Colorado and federal securities
laws to execute, deliver, and perform this Agreement.
(c) All necessary corporate proceedings of Sub-Adviser have
been duly taken to authorize the execution, delivery and
performance of this Agreement by Sub-Adviser.
(d) Sub-Adviser is a registered investment adviser under the Investment
Adviser's Act of 1940.
(e) Sub-Adviser will conform with all applicable Rules and Regulations
of the Securities and Exchange Commission in all material respects.
(f) Sub-Adviser will place orders pursuant to its investment
determinations for the Funds either directly with the issuer
or with any broker or dealer selected by Sub-Adviser. Purchase
or sell orders for the Funds may be aggregated with
contemporaneous purchase or sell orders of other clients of
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,
Sub-Adviser 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. Sub-Adviser may pay a broker or dealer a commission
for effecting a securities transaction in excess of the
commission or dealer spread another broker or dealer would
have charged for effecting that transaction if Sub-Adviser
determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research
products and/or services provided by such broker or dealer.
This determination, with respect to brokerage and research
services or products, may be viewed in terms of either that
particular transaction or the overall responsibilities which
Sub-Adviser and its affiliates have with respect to the funds
and to accounts over which they exercise investment
discretion, and not all such services or products may be used
by Sub-Adviser in managing the Funds. Portfolio securities may
be purchased from or sold to the Adviser, Sub-Adviser or any
affiliated person of either the Trust, Adviser, or
Sub-Adviser, as may be permitted under the 1940 Act.
(g) Sub-Adviser will report regularly to Adviser and to the
Board of Trustees and will be 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 Funds, including, without limitation, review of the
general investment strategies of the Funds, the performance of
the Funds 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.
(h) Sub-Adviser will prepare and maintain such books and
records with respect to the Funds' securities transactions and
will furnish Adviser and Trust's Board of Trustees such
periodic and special reports as may be mutually agreed upon.
The preparation and filing of Schedule 13G and Form 13F on
behalf of the Funds shall be the responsibility of
Sub-Adviser.
(i) Sub-Adviser 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 penalties or contempt proceedings for
failure to comply, when requested to divulge such information
by du y constituted authorities, or when so requested by
Trust; and
(j)Sub-Adviser will vote proxies received in connection with securities
held by the Funds.
4. Representations of Adviser. Adviser represents the following:
(a) Adviser is a corporation duly organized, validly existing, and
in good standing as a corporation under the laws of Delaware.
(b) Adviser has all requisite corporate power and authority
under the laws of Delaware and under federal securities laws
to execute, deliver and perform this Agreement.
(c) All necessary corporate proceedings of Adviser and the
Funds have been duly taken to authorize the execution,
delivery and performance of this Agreement by Adviser.
(d) Adviser is a registered investment adviser under the Investment
Adviser's Act of 1940.
(e) Adviser has received a copy of Sub-Adviser's most recent Form ADV
as filed with the SEC.
5. Confidentiality and Proprietary Rights. Adviser will not directly,
or indirectly, and will not permit its employees, officers, directors, agents,
contractors, and the Funds to, in any form or by any means, use, disclose, or
furnish, to any person-or entity, records or information concerning the business
of Sub-Adviser, except as necessary for the performance of its duties under this
Agreement or its-Investment Management Agreement with the Trust. Sub-Adviser is
the sole owner of the name and xxxx "Xxxxx." Adviser shall not, and shall use
its best efforts to cause the Funds not to, without prior written consent of
Sub-Adviser, use the name and xxxx "Janus" or make representations regarding the
Sub-Adviser or its affiliates. Upon termination of this Agreement for any
reason, Investment Manager shall immediately cease, and shall use its best
efforts to cause the Funds to immediately cease, all use of any Xxxxx xxxx.
6. Expenses. Adviser shall assume and pay all its organizational,
operational, and business expenses not specifically assumed or agreed to be paid
by Sub-Adviser pursuant to this Agreement, including, without limitation, (a)
interest and taxes; (b) brokerage commissions and other costs in connection with
the purchase or sale of securities or other investment instruments with respect
to the Funds; and (c) custodian fees and expenses. Any reimbursement of advisory
fees required by any expense limitation provision and any liability arising out
of a violation of Section 36(b) of the 1940 Act shall be the sole responsibility
of Adviser. Adviser and Sub-Adviser shall not be considered as partners or
participants in a joint venture. Sub-Adviser will pay its own expenses for the
services to be provided pursuant to this Agreement to the extent not assumed by
Adviser above, and will not be obligated to pay any expenses of Adviser, the
Trust, or the Funds. Subject to the foregoing, during the term of this
Agreement, Sub-Adviser will pay all expenses incurred by it in connection with
its activities under this Agreement.
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
maintained and preserved pursuant to the provisions of Rules 31a-1 and 31a-2
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
Sub-Adviser 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, in accordance with Schedule B hereto.
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 am 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 Funds 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(s) may -obtain m 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.
This Agreement shall not in any way limit or restrict Sub-Adviser, its
affiliates, or any of its directors, officers, employees, or
agents from buying, selling, or trading any securities or other investment
instruments for its or their own account or for the account of others for whom
it or they may be acting. Sub-Adviser shall for purposes of this Agreement be
deemed to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Funds or Adviser in
any way or otherwise be deemed an agent of the Funds or Adviser other than in
furtherance of its duties and responsibilities set forth in this Agreement.
Sub-Adviser shall not be subject to any written code of ethics adopted pursuant
to Rule 17j-l(b) of the 1940 Act, unless such code is specifically adopted by
Sub-Adviser.
10. Limitation of Liability. Except as may otherwise be provided by federal
securities laws, Adviser will not take any action against Sub-Adviser to
hold Sub-Adviser 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, including, without limitation, any loss in
connection with pricing, 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.
Adviser and the Funds shall hold harmless and indemnify Sub-Adviser for any
loss, liability, cost, damage, or expense (including
reasonable attorneys' fees and costs) relating to the Funds arising from any
claim or demand by any past or present shareholder of the Funds that is not
based upon the activities provided by Sub-Adviser pursuant to this Agreement.
Adviser acknowledges and agrees that Sub-Adviser makes no representation or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Funds or that the Funds will perform comparably
with any standard or index, including other clients of Sub-Adviser, whether
public or private.
11. 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.
12. Duration and Termination. This Agreement will become effective upon
execution and, unless sooner terminated as provided herein, will continue in
effect until September 30, 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 in the manner required
by the 1940 Act and the rules and regulations thereunder. 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 to Sub-Adviser by the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of such Fund. This Agreement may also be terminated as to a Fund at
any time, without the payment of any penalty, on ninety days' written notice by
the Adviser or 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.)
13. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated, except as required by applicable law,
and only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
14. 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.
15. 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
Trust.
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the substantive 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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JANUS CAPITAL CORPORATION
By:
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Name:
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Title:
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SCHEDULE A
JANUARY 31, 2001
(Funds)
JNL/Janus Balanced Series
JNL/Janus Aggressive Growth Series
JNL/Janus Capital Growth Series
JNL/Janus Global Equities Series
JNL/Janus Growth & Income Series
SCHEDULE B
JANUARY 31, 2001
(Compensation)
JNL/Janus Capital Growth Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Aggressive Growth Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Global Equities Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Balanced Series
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
JNL/Janus Growth & Income Series
Average Daily Net Assets Annual Rate
---------------------- -----------
$0 to $100 million .55%
$100 million to $500 million .50%
Amounts over $500 million .45%
