SUB-SUB-INVESTMENT ADVISORY AGREEMENT
January 16, 2007
Credit Suisse Asset Management Limited
One Xxxxx Xxxxxx
Xxxxxx X00 0XX
Dear Sir/Madam:
WHEREAS, Credit Suisse Asset Management, LLC ("Credit Suisse") serves as
sub-investment adviser to JNL/Credit Suisse Global Natural Resources Fund (the
"Fund"), a series of JNL Series Trust (the "Trust"), pursuant to an Investment
Sub-Advisory Agreement with Xxxxxxx National Asset Management, LLC (the
"Adviser") dated as of January 16, 2007; and
WHEREAS, Credit Suisse desires to retain Credit Suisse Asset Management
Limited ("Credit Suisse London"), a corporation organized under the laws of
England, to serve as sub-sub-investment adviser to the Fund;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Investment Description; Appointment
Credit Suisse hereby appoints Credit Suisse London to provide certain
sub-sub-investment advisory services to the Fund for the period and on the terms
set forth herein. Copies of (a) the Trust's registration statement on Form N-1A
relating to the Fund (the "Registration Statement"), including all amendments
thereto relating to the Fund, (b) the Trust's Agreement and Declaration of
Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts
on June 1, 1994, including all amendments thereto or restatements thereof
(collectively, the "Declaration of Trust"), and (c) the Trust's By-Laws have
been or will be submitted to Credit Suisse London. Credit Suisse agrees to
promptly provide Credit Suisse London with copies of all amendments to the
Registration Statement that Credit Suisse receives from the Adviser on an
on-going basis. Credit Suisse desires to employ and hereby appoints Credit
Suisse London to act as its sub-investment adviser upon the terms set forth in
this Agreement. Credit Suisse London accepts the appointment and agrees to
furnish the services set forth below for the compensation provided for herein.
2. Services as Sub-Investment Adviser
2.1 Subject to the supervision and direction of Credit Suisse, Credit
Suisse London will provide investment advisory and portfolio management advice
to all or that portion of the Fund's assets designated by Credit Suisse from
time to time (the "Assets") in accordance with (a) the Declaration of Trust and
By-Laws, (b) the Investment Company Act of 1940, as amended (the "1940 Act"),
and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
all applicable Rules and Regulations of the Securities and Exchange Commission
(the "SEC") and all other applicable laws and regulations, and (c) the Fund's
investment objective and policies as stated in the Registration Statement and
investment parameters provided by Credit Suisse from time to time. In connection
therewith, Credit Suisse London will:
(i) make investment decisions with respect to the Assets;
(ii) place purchase and sale orders for securities on behalf of the
Fund with respect to the Assets;
(iii) exercise voting rights with respect to the Assets in accordance
with Credit Suisse London's established proxy voting policy; and
(iv) furnish Credit Suisse and the Trust's Board of Trustees with such
periodic and special reports as the Fund or Credit Suisse may
reasonably request.
In providing those services, Credit Suisse London will provide
supervision of the Assets and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Assets.
2.2 Subject to Section 11 hereof, in connection with the performance of the
services of Credit Suisse London provided for herein, Credit Suisse London may
contract at its own expense with third parties for the acquisition of dealing,
research, clerical services, other administrative and or ancillary services;
provided that Credit Suisse London shall remain liable for the performance of
its duties hereunder. Credit Suisse London does not give legal, tax or estate
planning advice, for which Fund or Credit Suisse may elect to retain independent
advisers.
3. Execution of Transactions
3.1 In executing transactions for the Assets, selecting brokers or dealers
and negotiating any brokerage commission rates, Credit Suisse London will use
its best efforts to seek the best overall terms available. In assessing the best
overall terms available for any portfolio transaction, Credit Suisse London will
consider all factors it deems relevant including, but not limited to, the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, to the extent that the execution
and price offered by more than one broker or dealer are comparable Credit Suisse
London may consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to
Credit Suisse London or to Credit Suisse for use on behalf of the Fund or other
clients of Credit Suisse London or Credit Suisse.
3.2 It is understood that the services of Credit Suisse London are not
exclusive, and nothing in this Agreement shall prevent Credit Suisse London from
providing similar services to other investment companies or from engaging in
other activities, provided that those activities do not adversely affect the
ability of Credit Suisse London to perform its services under this Agreement.
Credit Suisse further understands and acknowledges that the persons employed by
Credit Suisse London to assist in the performance of its duties under this
Agreement will not devote their full time to that service. Nothing contained in
this Agreement will be deemed to limit or restrict the right of Credit Suisse
London or any affiliate of Credit Suisse London to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature,
provided that doing so does not adversely affect the ability of Credit Suisse
London to perform its services under this Agreement.
3.3 On occasions when Credit Suisse London deems the purchase or sale of a
security to be in the best interest of the Fund as well as of other investment
advisory clients of Credit Suisse London, Credit Suisse London may, to the
extent permitted by applicable laws and regulations, but shall not be obligated
to, aggregate the securities to be so sold or purchased with those of its other
clients. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by Credit Suisse
London at its sole discretion in a manner that is fair and equitable, in the
judgment of Credit Suisse London, in the exercise of its fiduciary obligations
to the Fund and to such other clients. Credit Suisse London shall provide to
Credit Suisse and the Fund all information reasonably requested by Credit Suisse
and the Fund relating to the decisions made by Credit Suisse London regarding
allocation of securities purchased or sold, as well as the expenses incurred in
a transaction, among the Fund and Credit Suisse London's other investment
advisory clients. Nothing in this Agreement shall be deemed to confer upon
Credit Suisse London any obligation to purchase or sell or to recommend for
purchase or sale for the Fund any investment which Credit Suisse London, its
affiliates, officers or employees may purchase or sell for its or their own
account or for the account of any other client, if in the sole and absolute
discretion of Credit Suisse London it is for any reason impractical or
undesirable to take such action or make such recommendation for the Credit
Suisse London.
3.4 In connection with the purchase and sale of securities for the Fund,
Credit Suisse London will provide such information as may be reasonably
necessary to enable the custodian and co-administrators to perform their
administrative and recordkeeping responsibilities with respect to the Fund.
4. Disclosure Regarding Credit Suisse London
4.1 Credit Suisse London agrees to notify Credit Suisse and the Fund
promptly of (i) any statement about Credit Suisse London contained in any public
filing of the Fund provided to Credit Suisse London that becomes untrue in any
material respect, (ii) any omission of a material fact about Credit Suisse
London in any public filing of the Fund provided to Credit Suisse London which
is necessary to make the statements contained therein not misleading, or (iii)
any material reorganization or change in Credit Suisse London, including any
change in its ownership or key employees.
4.2 Prior to the Fund or Credit Suisse or any affiliated person (as defined
in the 1940 Act) (an "Affiliate") of either using or distributing sales
literature or other promotional material referring to Credit Suisse London
("Promotional Material"), Credit Suisse shall forward such material to Credit
Suisse London and shall allow Credit Suisse London reasonable time to review the
material. Credit Suisse London will not act unreasonably in its review of
Promotional Material.
4.3 Credit Suisse London has supplied Credit Suisse and the Fund copies of
its Form ADV with all exhibits and attachments thereto and will hereinafter
supply Credit Suisse and the Fund, promptly upon preparation thereof, copies of
all amendments or restatements of such document.
5. Representations and Warranties
5.1 Credit Suisse London represents and warrants that:
(a) it is a duly registered investment adviser under the Advisers
Act, a duly registered investment adviser in any and all states
of the United States in which Credit Suisse London is required to
be so registered and has obtained all necessary licenses and
approvals in order to perform the services provided in this
Agreement. Credit Suisse London covenants to maintain all
necessary registrations, licenses and approvals in effect during
the term of this Agreement;
(b) it has read and understands the Registration Statement and
warrants that in investing the Fund's assets it will use all
reasonable efforts to adhere to the Fund's investment objectives,
policies and restrictions as provided to it; and
(c) it has adopted a written Code of Ethics in compliance with Rule
17j-1 under the 1940 Act and will provide the Fund with any
amendments to such Code.
5.2 Credit Suisse represents and warrants that it has full power to enter
into the terms of this Agreement and to enter into transactions contemplated by
this Agreement and that neither its entry into the Agreement nor the exercise by
Credit Suisse of its discretions or powers under this Agreement will result in
any default under any contract or other agreement or instrument to which Credit
Suisse is a party, or any statute or rule, regulation or order of any
governmental agency or body applicable to Credit Suisse.
6. Compliance
6.1 Credit Suisse London agrees that it shall promptly notify Credit Suisse
and the Fund (i) in the event that the SEC or any other regulatory authority has
censured its activities, functions or operations; suspended or revoked its
registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, (ii) in the event that
there is a change in Credit Suisse London, financial or otherwise, that
adversely affects its ability to perform services under this Agreement or (iii)
upon having a reasonable basis for believing that, as a result of Credit Suisse
London's investing the Fund's assets, the Fund's investment portfolio has ceased
to adhere to the Fund's investment objectives, policies and restrictions as
provided to Credit Suisse London or is otherwise in violation of applicable law.
6.2 Credit Suisse agrees that it shall promptly notify Credit Suisse London
in the event that the SEC has censured Credit Suisse or the Fund; placed
limitations upon any of their activities, functions or operations; suspended or
revoked Credit Suisse's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions.
6.3 The Fund and Credit Suisse shall be given access to the records with
respect to the Fund of Credit Suisse London at reasonable times solely for the
purpose of monitoring compliance with the terms of this Agreement and the rules
and regulations applicable to Credit Suisse London relating to its providing
investment advisory services to the Fund, including without limitation records
relating to trading by employees of Credit Suisse London for their own accounts
and on behalf of other clients, provided that such access does not constitute a
breach of any obligation of client confidentiality held by Credit Suisse London.
Credit Suisse London agrees to cooperate with the Fund and Credit Suisse and
their representatives in connection with any such monitoring efforts.
7. Books and Records
7.1 In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Credit Suisse London hereby agrees that all records which it maintains for the
Fund are the property of the Fund and further agrees to surrender promptly to
the Fund any of such upon request. Credit Suisse London 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 and to preserve the
records required by Rule 204-2 under the Advisers Act for the period specified
therein.
7.2 Credit Suisse London hereby agrees to furnish to regulatory authorities
having the requisite authority any information or reports in connection with
services that Credit Suisse London renders pursuant to this Agreement which may
be requested in order to ascertain whether the operations of the Fund are being
conducted in a manner consistent with applicable laws and regulations.
8. Provision of Information; Proprietary and Confidential Information
8.1 Credit Suisse agrees that it will furnish to Credit Suisse London
information related to or concerning the Fund that Credit Suisse London may
reasonably request.
8.2 Credit Suisse London agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Fund all records and
other information relative to the Fund, Credit Suisse and prior, present or
potential shareholders and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
except, where practicable, after prior notification to and approval in writing
of the Fund, which approval shall not be unreasonably withheld and may not be
withheld where Credit Suisse London may be exposed to civil or criminal contempt
proceedings for failure to comply or when requested to divulge such information
by duly constituted authorities.
8.3 Credit Suisse London represents and warrants that neither it nor any
affiliate will use the name of the Fund, Credit Suisse or any of their
respective affiliates in any prospectus, sales literature or other material in
any manner without the prior written approval of the Fund or Credit Suisse, as
applicable.
9. Standard of Care
Credit Suisse London shall exercise its best judgment in rendering the
services described herein. Credit Suisse London shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or
Credit Suisse in connection with the matters to which this Agreement relates,
except that Credit Suisse London shall be liable for a loss resulting from a
breach of fiduciary duty by Credit Suisse London with respect to the receipt of
compensation for services; provided that nothing herein shall be deemed to
protect or purport to protect Credit Suisse London against any liability to the
Fund or Credit Suisse or to shareholders of the Fund to which Credit Suisse
London would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence on its part in the performance of its duties or by reason of
Credit Suisse London's reckless disregard of its obligations and duties under
this Agreement. Credit Suisse understands and agrees that Credit Suisse London
may rely upon information furnished to it reasonably believed by Credit Suisse
London to be accurate and reliable and, except as herein provided, Credit Suisse
London shall not be accountable for loss suffered by the Fund by reason of such
reliance of Credit Suisse London.
10. Compensation
In consideration of the services rendered pursuant to this Agreement,
Credit Suisse will pay Credit Suisse London such amounts as the parties may
agree upon from time to time as set forth on Schedule A, as amended from time to
time.
11. Expenses
11.1 Credit Suisse London will bear all expenses in connection with the
performance of its services under this Agreement, which shall not include the
Fund's expenses listed in paragraph 11.2.
11.2 The Fund will bear certain other expenses to be incurred in its
operation, including but not limited to: investment advisory fees,
administration fees, custody fees, fees for necessary professional and brokerage
services, costs relating to local administration of securities, and fees for any
pricing services.
12. Term of Agreement
This Agreement shall commence on the date first written above and shall
continue for an initial two-year period commencing on the date first written
above, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(a) the Board of Trustees of the Trust or (b) a vote of a "majority" (as defined
in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in
either event the continuance is also approved by a majority of the Board of
Trustees who are not "interested persons" (as defined the 0000 Xxx) of any party
to this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable, without penalty, (i) by
Credit Suisse on 60 (sixty) days' written notice to the Fund and Credit Suisse
London, (ii) by the Board of Trustees of the Trust or by vote of holders of a
majority of the Fund's shares on 60 (sixty) days' written notice to Credit
Suisse and Credit Suisse London, or (iii) by Credit Suisse London upon 60
(sixty) days' written notice to the Fund and Credit Suisse. This Agreement will
terminate automatically in the event that the Investment Sub-Advisory Agreement
between Credit Suisse and the Adviser is terminated. This Agreement will also
terminate automatically in the event of its assignment (as defined in the 0000
Xxx) by any party hereto. In the event of termination of this Agreement for any
reason, all records relating to the Fund kept by Credit Suisse London shall
promptly be returned to Credit Suisse or the Fund, free from any claim or
retention of rights in such records by Credit Suisse London. In the event this
Agreement is terminated or is not approved in the foregoing manner, the
provisions contained in paragraph numbers 4.3, 7, 8 and 9 shall remain in
effect.
13. Amendments
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, and no amendment of this Agreement shall be effective until approved by
an affirmative vote of (a) the holders of a majority of the outstanding voting
securities of the Fund and (b) the Board of Trustees of the Trust, including a
majority of Trustees who are not "interested persons" (as defined in the 0000
Xxx) of the Fund or of either party to this Agreement, by vote cast in person at
a meeting called for the purpose of voting on such approval, if such approval is
required by applicable law.
14. Notices
14.1 All communications hereunder shall be given (a) if to Credit Suisse
London, to Credit Suisse Asset Management Limited, One Xxxxx Xxxxxx, Xxxxxx X00
0XX (Attention: Chief Legal Officer), telephone: 44-20-7 000 0000 and (b) if to
Credit Suisse, to Credit Suisse Asset Management, LLC, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000 (Attention: Chief Legal Officer), telephone: (212)
000-0000, telecopy: (000) 000-0000.
14.2 Credit Suisse London may rely on, and act without further enquiry
upon, any instruction, notice or request of any person(s) who is or who Credit
Suisse London reasonably believes in good faith to be person(s) designated by
Credit Suisse or the Fund to give such instruction, notice or request, and
further provided that such instruction, notice or request is made in writing and
sent by original signed letter, facsimile or electronic means in accordance with
the provisions of paragraph 14.1.
14.3 Credit Suisse will provide a list of person(s) who are authorized to
give instructions and sign documents and take other actions in respect of the
Assets. Credit Suisse shall notify Credit Suisse London promptly of any
amendment to such list and provide specimen signatures of new signatories, and
Credit Suisse London shall accept any such amendments.
15. Choice of Law
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York in the United States, including choice of law
principles; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or any applicable rules,
regulations or orders of the SEC.
16. Miscellaneous
16.1 The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions herein or otherwise affect their
construction or effect.
16.2 If any provision of this Agreement shall be held or made invalid by a
court decision, by statute or otherwise, the remainder of this Agreement shall
not be affected thereby and, to this extent, the provisions of this Agreement
shall be deemed to be severable.
16.3 Nothing herein shall be construed to make Credit Suisse London an
agent of Credit Suisse or the Fund.
16.4 This Agreement may be executed in counterparts, with the same effect
as if the signatures were upon the same instrument.
17. United Kingdom Regulatory Matters
Credit Suisse London is regulated by the Financial Services Authority
("FSA") in carrying out its investment business. It therefore is subject to the
rules and guidelines established by the FSA including the Conduct of Business
Sourcebook. Under the FSA Rules, the following provisions apply:
(a) The FSA requires that all clients of Credit Suisse London be
classified into specific categories. On the basis of the
information which Credit Suisse has given, Credit Suisse London
has determined that Credit Suisse and the Fund are Intermediate
Customers.
(b) (i) Credit Suisse London is permitted to trade in Futures,
Options and Contracts for Differences including on and off
exchange transactions ("Derivative Instruments"), subject to
limitations described herein. The markets on which Derivative
Instruments are executed can be highly volatile. Such investments
carry a high risk of loss and a relatively small adverse market
movement may result not only in the loss of the original
investment but also in unquantifiable further loss exceeding any
margin deposited.
(ii) Credit Suisse London may instruct the Custodian to pay
margin, or (subject to the rules of the exchange concerned)
deposit investments by way of margin or collateral, on any
Derivative Instrument out of the Assets. The Fund shall not
be required to pay margin in cash beyond the amount of cash
held at the relevant time on the Fund's behalf and
immediately available for margin payments, and, if such cash
is not available, Credit Suisse London shall notify Credit
Suisse and the Fund and may make contractual or other
arrangements to settle or close out all or any open
positions if Credit Suisse or the Fund does not make
sufficient Fund cash available with a reasonable period of
time.
(c) Credit Suisse London will not supply the Fund with contract
notes. The periodic reports provided under Section 2.1(v) will
contain information that would have been provided in the contract
notes.
(d) In order to comply with applicable laws and related regulatory
requirements, there may be periods when Credit Suisse London will
not be permitted to initiate or recommend certain types of
transactions.
(e) No warranty is given by Credit Suisse London as to the
performance or profitability of the Assets or any part of them.
(f) Credit Suisse London has in operation a written procedure in
accordance with the FSA Rules for the effective consideration and
proper handling of complaints from customers. Any complaint by
Credit Suisse or the Fund hereunder should be sent in writing to
the Compliance Officer of Credit Suisse London at the address
specified in Section 14.
******************
[signature page follows]
Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated, whereupon it
shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _________________________________
Name: Xxxxxx X. Plump
Title: Managing Director
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
SCHEDULE A
[TO BE DETERMINED]
