EX-99.d40
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 LAZARD ASSET
MANAGEMENT, a division of Lazard Freres & Co. LLC, a New York limited liability
company, 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, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations;
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the series 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 appointment and agrees
to furnish the services herein set forth for the compensation herein provided.
In the event the Adviser designates one or more series other than the
Fund with respect to which the Adviser wishes to retain the Sub-Adviser
to render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such series
shall become a Fund hereunder, and be subject to this Agreement.
2. Delivery of Documents. Adviser has or will furnish Sub-Adviser with copies
properly certified or authenticated of each of the following:
a) the Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of The Commonwealth of Massachusetts on
June 1, 1994, and all amendments thereto or restatements
thereof (such Declaration, as presently in effect and as it
shall from time to time be amended or restated, is herein
called the "Declaration of Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;
d) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange
Commission (the "SEC") and all amendments thereto;
e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") and under the
1940 Act as filed with the SEC and all amendments thereto
insofar as such Registration Statement and such amendments
relate to the Fund; and
f) the Trust's most recent prospectus and Statement of Additional
Information (collectively called the "Prospectus"). Adviser will
furnish the Sub-Adviser from time to time with copies of all
amendments of or supplements to the foregoing.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment program in
respect of, and make investment decisions for, all assets of the Fund and
place all orders for the purchase and sale of securities, all on behalf of the
Fund. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth below), and will monitor the Fund's
investments, and will comply with the provisions of Trust's Declaration of Trust
and By-Laws, as amended from time to time, and the stated investment objectives,
policies and restrictions of the Fund. Sub-Adviser and Adviser will each make
its officers and employees available to the other from time to time at
reasonable times to review investment policies of the Fund and to consult with
each other regarding the investment affairs of the Fund. Sub-Adviser will report
to the Board of Trustees and to Adviser with respect to the implementation of
such program. Sub-Adviser is responsible for compliance with the provisions of
Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to
the Fund.
The Sub-Adviser further agrees that it:
a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects
and in addition will conduct its activities under this
Agreement in accordance with any applicable regulations of any
governmental authority pertaining to its investment advisory
activities;
c) will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer,
including an ffiliated broker-dealer which is a member of a
national securities exchange as permitted in accordance with
guidelines established by the Board of Trustees. In placing orders
with brokers and dealers, the Sub-Adviser will attempt to obtain the
best combination of prompt execution of orders in an effective
manner and at the most favorable price. Consistent with this
obligation, when the execution and price offered by two or more
brokers or dealers are comparable 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. In no instance will portfolio securities be
purchased from or sold to the Adviser, Sub-Adviser or any affiliated
person of either the Trust, Adviser, or Sub-Adviser, except as may
be permitted under the 1940 Act;
d) will report regularly to Adviser and to the Board of Trustees
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of
Trustees on a regular basis at reasonable times the management
of the Fund, including, without limitation, review of the
general investment strategies of the Fund, the performance of
the Fund in relation to standard industry indices, interest
rate considerations and general conditions affecting the
marketplace and will provide various other reports from time
to time as reasonably requested by Adviser;
e) will prepare and maintain such books and records with respect
to the Fund's securities transactions and will furnish Adviser
and Trust's Board of Trustees such periodic and special
reports as the Board or Adviser may request;
f) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder;
g) will treat confidentially and as proprietary information of
Trust all such records and other information relative to 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; and
h) will vote proxies received in connection with securities held
by the Fund consistent with its fiduciary duties hereunder.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commission, if any)
purchased for the Fund.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's request. Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a
sub-advisory fee, accrued daily and payable monthly on the average
daily net assets in the Fund or Funds in accordance with Schedule B
hereto. From time to time, the Sub-Adviser may agree to waive or reduce
some or all of the compensation to which it is entitled under this
Agreement.
The Sub-Adviser represents and warrants that the Sub-Adviser shall not enter
into a subadvisory agreement with a new mutual fund specifically designed for
variable insurance products with total relationship assets under management less
than the Trust to provide substantially similar investment management services
subject to substantially similar mandate, guidelines and restrictions at a fee
rate which produces a fee less than the fee produced by the rate set forth in
schedule B for the level of assets in the Trust. This provision shall not apply
to any accounts of the Sub-Adviser, its employees or members or any client
that has a personal or familial relationship with the Sub-Adviser or its
employees or members.
7. Services to Others. Adviser understands, and has advised the Trust's Board
of Trustees, that Sub-Adviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts, and as
investment adviser or sub-investment adviser to other investment companies.
Adviser has no objection to Sub-Adviser acting in such capacities, provided
that whenever the Fund and one or more other investment advisory clients of
Sub-Adviser have available funds for investment, investments 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 may obtain in a particular security. In addition, Adviser
understands, and has advised Trust's Board of Trustees, that the persons
employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement
will not devote their full time to such service and nothing contained in this
Agreement will be deemed to limit or restrict the right of Sub-Adviser or any of
its affiliates to engage in and devote time and attention to other businesses or
to render services of whatever kind or nature.
8. Standard of Care and Limitation of Liability. The Sub-Adviser shall
exercise its best judgment and shall act in good faith in rendering the services
pursuant to this Agreement.
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 in connection with the performance of Sub-Adviser's duties under
this Agreement, except for a loss resulting from Sub-Adviser's willful
misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
9. Indemnification. Notwithstanding Section 8 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Adviser, any affiliated
person of the Adviser, and each person, if any, who, within the meaning of
Section 15 of the 1933 Act, controls ("controlling person") the Adviser (all of
such persons being referred to as "Adviser Indemnified Persons")against any and
all losses, claims, damages, liabilities, or litigation (including reasonable
legal and other expenses) to which an Adviser Indemnified Person may become
subject under the 1933 Act, 1940 Act, the Investment Advisers Act of 1940, the
Internal Revenue Code, under any other statute, at common law or otherwise,
arising out of the Sub-Adviser's responsibilities as Sub-Adviser to the Fund and
to the Trust which (1) may be based upon any misfeasance, malfeasance, or
nonfeasance by the Sub-Adviser, any of its employees or representatives, or any
affiliate of or any person acting on behalf of the Sub-Adviser, (2) may be based
upon a failure to comply with Section 3 of this Agreement, or (3) may be based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, or any amendment or supplement thereto, or the
omission or alleged omission to state therein a material fact known or which
should have been known to the Sub-Adviser and was required to be stated therein
or necessary to make the statements therein not misleading, if such a
statement or omission was made in reliance upon information furnished to the
Adviser, the Trust, or any affiliated person of the Adviser or Trust by the
Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however,
that in no case shall the indemnity in favor of an Adviser Indemnified Person
be deemed to protect such person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement. Notwithstanding
the foregoing in Sections 8 and 9 the Sub-Adviser may be liable to the Adviser
and the Trust for Acts of good faith under law and nothing contained herein
shall constitute a waiver or imitation of rights that the Adviser or Trust may
have under federal or state securities laws.
10. Duration and Termination. This Agreement will become effective as to a
Fund upon execution, or if later, the date that initial capital for such Fund
is first provided, to it and, unless sooner terminated as provided herein,
will continue in effect until 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 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 ninety 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 meanings of such terms
in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally; but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought.
12. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
will be binding upon and shall inure to the benefit of the parties
hereto.
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under, the
Declaration of Trust, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to
any and all amendments thereto so filed or hereafter filed. The
obligations of the "JNL Series Trust" entered in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any
of the Trustees, Shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and persons dealing
with the Fund must look solely to the assets of the Trust belonging to
such Fund for the enforcement of any claims against Trust.
14. Representations and Warranties of the Sub-Adviser.
The Sub-Adviser hereby represents that this Agreement does not violate
any existing agreements between the Sub-Adviser and any other party.
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of
1940, as amended and has provided to the Adviser a copy of its most
recent Form ADV as filed with the Securities and Exchange Commission.
The Sub-Adviser further represents that is has reviewed the
post-effective amendment to the Registration Statement for the Trust
filed with the Securities and Exchange Commission that contains
disclosure about the Sub-Adviser, and represents and warrants that,
with respect to the disclosure about the Sub-Adviser or information
relating, directly or indirectly, to the Sub-Adviser, such Registration
Statement contains, as of the date hereof, no untrue statement of any
material fact and does not omit any statement of a material fact which
was required to be stated therein or necessary to make the statements
contained therein not misleading.
15. Proprietary Rights. Adviser and the Trust represent, and the
Sub-Adviser acknowledges, that Adviser, the Trust and/or an affiliated
party of the Adviser or the Trust are the sole owner(s) of the names
"JNL Series Trust", "Xxxxxxx National Financial Services, Inc.",
"Xxxxxxx National Life Insurance Company", "JNL" and certain logos
associated with such names (the "JNL Marks"). Sub-Adviser represents,
and the Trust and the Adviser acknowledge, that Sub-Adviser is the sole
owner of the names "Lazard Asset Management " and certain logos
associated with such name (the "Lazard Marks").
The use by the Sub-Adviser, or its affiliates of any JNL Marks or any
representations regarding Adviser, the Trust or any affiliates thereof
in any disclosure document, advertisement, sales literature or other
materials shall remain subject to the approval of Adviser; provided,
however, that (i) Adviser's review of any material pursuant to this
Agreement shall be conducted in a reasonable and timely manner; (ii)
Adviser's approval under this Agreement shall not be unreasonably
withheld; and (iii) Adviser's approval under this Agreement shall not
be required with respect to any use which has been previously approved
by Adviser. Sub-Adviser acknowledges and agrees that it will not use
the names Lazard/JNL Small Cap Value Series or Lazard/JNL Mid Cap Value
Series on its own behalf, or in relation to any investment company for
which Sub-Adviser or its successors and any subsidiary or affiliate
thereof acts as investment adviser, without the express written
permission of the Trust or the Adviser, respectively, except that
Sub-Adviser may state that it acts as a sub-advisor to the Trust and
the Adviser.
The use by the Trust and the Adviser, or their affiliates, on their own
behalf or on behalf of the Lazard/JNL Small Cap Value Series or
Lazard/JNL Mid Cap Value Series, of any Lazard Marks or any
representations regarding Sub-Adviser in any disclosure document,
advertisement, sales literature or other materials promoting the
Lazard/JNL Small Cap Value Series or Lazard/JNL Mid Cap Value Series
shall remain subject to the approval of Sub-Adviser; provided, however,
that (i) Sub-Adviser's review of any material pursuant to this
Agreement shall be conducted in a reasonable and timely manner; (ii)
Sub-Adviser's approval under this Agreement shall not be unreasonably
withheld; and (iii) Sub-Adviser's approval under this Agreement shall
not be required with respect to any use which has been previously
approved by Sub-Adviser, including, but not limited to, any use which
has been derived from disclosure contained in the Trust's or the
Adviser's most recent Prospectus and/or Statement of Additional
Information, or any supplements thereto.
The parties hereby acknowledge that the Trust has adopted the names
"Lazard/JNL Small Cap Value Series" and "Lazard/JNL Mid Cap Value
Series" through the permission of Sub-Adviser.
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 31st day of January 2001.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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LAZARD ASSET MANAGEMENT
By:
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Name:
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Title:
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SCHEDULE A
JANUARY 31, 2001
(Funds)
Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
SCHEDULE B
JANUARY 31, 2001
(Compensation)
Lazard/JNL Small Cap Value Series
Average Daily Net Assets Annual Rate
0 to $50 Million: .625%
$50 Million to $150 Million: .575%
$150 Million to $300 Million: .525%
Amounts over $300 Million: .475%
Lazard/JNL Mid Cap Value Series
Average Daily Net Assets Annual Rate
0 to $50 Million: .55%
$50 Million to $150 Million: .525%
$150 Million to $300 Million: .475%
Amounts over $300 Million: .45%
