INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 1st day of January 2010, by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and INVESCO ADVISERS, 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 a 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 ("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 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 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 with copies of all amendments of or
supplements to the foregoing before they become effective. Any amendments or
supplements will not be deemed effective with respect to the Sub-Adviser until
the Sub-Adviser's receipt 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 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 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 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 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 agreed to by the Adviser and Sub-Adviser, 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;
d) 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 Adviser may request;
e) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder;
f) 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;
g) will vote proxies received in connection with securities held by the
Fund consistent with its fiduciary duties hereunder
4. 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. 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; and the value of the expected contribution of
the broker-dealer to the investment performance of the applicable Fund on a
continuing basis. 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-dealers 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
such allocations 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.
5. 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, sub-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.
6. 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,
copies of which may be retained by the Sub-Adviser. 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.
7. 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.
8. 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.
9. Limitation of Liability. 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, any
shareholder of the Fund or the Adviser 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.
10. 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.
11. 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.)
12. 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 the Fund (including CUSIP, Sedol or
other appropriate security identification);
(c) Establish a Futures account and Give-Up arrangements with the list of
designated brokers provided in writing to the Adviser by the Sub-Adviser; and
(d) A copy of the current compliance procedures for the Fund.
The Adviser also agrees to promptly update the above referenced items in
order to ensure their accuracy, completeness and/or effectiveness.
13. 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 purchased or sold by the Fund
for a period of 15 days after month end, or any list of securities held by the
Fund for 90 days after month end in any manner whatsoever except as expressly
authorized in this Agreement, and except that the top 10 holdings may be
disclosed 15 days after month end.
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.
16. 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 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.
17. 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 10th day of January, 2010.
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC INVESCO ADVISERS, INC.
By: /s Xxxx X. Xxxxx By: /s/ P. Xxxxxxxx Xxxxx
Name: Xxxx X. Xxxxx Name: P. Xxxxxxxx Xxxxx
Title: President Title: Vice President
SCHEDULE A
January 1, 2010
(Funds)
JNL/AIM Global Real Estate Fund
JNL/AIM International Growth Fund
JNL/AIM Large Cap Growth Fund
JNL/AIM Small Cap Growth Fund
SCHEDULE B
January 1, 2010
(Compensation)
JNL/AIM GLOBAL REAL ESTATE FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $50 Million 0.50%
Amounts over $50 Million 0.45%
JNL/AIM INTERNATIONAL GROWTH FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $250 Million 0.40%
Amounts over $250 Million 0.35%
JNL/AIM LARGE CAP GROWTH FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $150 Million 0.40%*
Amounts over $150 Million 0.35%
*For the purpose of calculating the sub-adviser fee for the JNL/AIM Large Cap
Growth Fund, assets must be combined with assets of the JNL/AIM Global Real
Estate Fund, the JNL/AIM International Growth Fund, and the JNL/AIM Small Cap
Growth Fund. For combined net assets greater than $1 billion, the sub-adviser
fee will be 0.35% on all assets of the JNL/AIM Large Cap Growth Fund.
JNL/AIM SMALL CAP GROWTH FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $500 Million 0.60%**
Amounts over $500 Million 0.55%
** For the purpose of calculating the sub-adviser fee for the JNL/AIM Small Cap
Growth Fund, assets must be combined with assets of the JNL/AIM Global Real
Estate Fund, the JNL/AIM International Growth Fund, and the JNL/AIM Large Cap
Growth Fund, collectively. For combined net assets greater than $1 billion, the
sub-adviser fee will be 0.60% on net assets up to $250 million and 0.55% on net
assets greater than $250 million for the JNL/AIM Small Cap Growth Fund.
