EX-99.d43
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this ____ day of ___________________, _____, by
and between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan Limited Liability
Company and registered investment adviser ("Adviser"), and OPPENHEIMERFUNDS,
INC., 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, 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 (each referred to herein as 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 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;
f) the Trust's most recent prospectus and Statement of Additional
Information (collectively called the "Prospectus");
g) the policies, procedures and guidelines adopted by the Fund's
Board of Trustees with respect to management of the Fund; and
h) a list of companies the securities of which are not to be bought
or sold on behalf of the Fund and a list of countries the issuers
of which the Fund cannot invest in.
Adviser will furnish Sub-Adviser from time to time with copies,
properly certified or otherwise authenticated, of all amendments
of or supplements to the foregoing, if any. Such amendments or
supplements to items (a) through (g) will be provided promptly
after such materials become available to Adviser. Such amendments
or supplements to item (h) above will be provided no later than
the end of the business day following the date such amendments or
supplements become known to Adviser. Any amendments or
supplements to the foregoing will not be deemed effective with
respect to Sub-Adviser until Sub-Adviser's receipt thereof.
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 as detailed in Section 2 above,
and the stated investment objectives, policies and restrictions of the
Fund. Notwithstanding the foregoing, Sub-Adviser shall have no
responsibility to monitor compliance with limitations or restrictions
for which information from Adviser or its authorized agent is
necessary to enable Sub-Adviser to monitor compliance with such
limitations or restrictions, unless such information is provided to
Sub-Adviser in writing and as otherwise agreed upon. Sub-Adviser and
Adviser will each make its 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 shall
not be responsible for any services to the Fund, or bear any expenses,
other than those expressly delineated herein.
Adviser and Sub-Adviser further agrees that Sub-Adviser:
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 consistent with Section 5 below;
d) will report regularly to Adviser and to the Board of Trustees and
will make appropriate persons it selects available once a year
for the purpose of reviewing with representatives of Adviser and
the Board of Trustees 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;
h) shall not be responsible for the preparation or filing of any
report required of the Fund by any governmental or regulatory
agency, except that Sub-Adviser hereby undertakes to prepare and
file any necessary Schedule 13G reflecting the Fund's holdings;
i) in performing its obligations under this Agreement, may rely upon
information provided to it by the Fund or on behalf of the Fund,
the Adviser, the Fund's custodian or other agent and will not
independently verify the accuracy or completeness of such
information, and that Sub-Adviser shall not be liable for any
loss, claim or damages related to such reliance; and
j) Absent specific written instructions to the contrary provided to
Sub-Adviser by Adviser, and subject to the receipt of all
necessary voting materials, Sub-Adviser will vote all proxies
with respect to the Fund's investments in accordance with
Sub-Adviser's proxy voting procedures. In addition, absent
specific written instructions to the contrary provided to
Sub-Adviser by Adviser, and subject to the receipt of all
necessary materials, Sub-Adviser shall respond to all corporate
actions involving the Fund's investments.
4. Duties of Adviser.
(a) Adviser shall continue to have responsibility for all services to
be provided to the Fund pursuant to the Advisory Agreement and
shall oversee Sub-Adviser's performance of its duties under this
Agreement. In this regard, Adviser shall provide Sub-Adviser, or
shall cause the Fund's custodian or other agent to provide to
Sub-Adviser, on each business day, as of a time of day to be
mutually agreed upon, a computer download (in accordance with
Sub-Adviser's specifications as to program and format) detailing,
as of the close of the prior business day:
(i) The Fund's comprehensive portfolio holdings, including cash
and cash-equivalents, total assets, net assets, payables,
receivables; (ii) The Fund's uninvested cash; (iii) Current
valuations of portfolio securities; (iv) Cash flows;
(ii) Corporate actions (e.g., the tendering of portfolio
securities) affecting the Fund's investments (to the extent
that the Advisor or its affiliates are aware of any
corporate actions); and
(iii)Other information requested by the Sub-Adviser to assist it
in carrying out its duties under this Agreement.
(b) The Adviser shall provide the Sub-Adviser with the portfolio
information delineated under this paragraph 4 at no cost. Upon
receipt of the portfolio information, the Sub-Adviser will be
responsible for any costs associated with utilizing this
portfolio information.
(c) Adviser shall remain responsible for, among other things,
providing the following services with respect to the Fund.
(i) The composition of periodic shareholder reports with respect
to the Fund's operations, proxy materials for meetings of
the Fund's shareholders, and such registration statements as
may be required by federal and state securities laws for the
continuous public offering and sale of shares of the Fund.
(ii) The determination of the net asset value(s) of shares
of the Fund.
(d) Adviser shall furnish Sub-Adviser with copies of any financial
statement or report prepared for the Fund by certified or
independent public accountants and with copies of any financial
statements or reports made to the Fund's shareholders or to any
governmental body or securities exchange.
5. Portfolio Transactions and Brokerage.
(a) Sub-Adviser is authorized, in arranging the purchase and sale of
the Fund's publicly-traded portfolio securities, to employ or
deal with such members of securities or commodities exchanges,
brokers or dealers or futures commission merchants (hereinafter
"broker-dealers"), including "affiliated" broker-dealers, as that
term is defined in the Act, as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable
expense, the "best execution" (prompt and reliable execution at
the most favorable security price obtainable) of the Fund's
portfolio transactions. Consistent with the terms and conditions
of this Agreement and Sub-Adviser's appointment hereunder,
Sub-Adviser is hereby appointed as the Fund's agent for the
limited purpose of engaging in portfolio transactions on behalf
of the Fund. In accordance with this authority and as necessary,
in the judgement and discretion of Sub-Adviser, to complete
portfolio transactions on behalf of the Fund, Sub-Adviser may
enter into trading agreements and open brokerage accounts on
behalf of the Fund.
(b) Sub-Adviser may effect the purchase and sale of securities (which
are otherwise publicly traded) in private transactions on such
terms and conditions as are customary in such transactions, may
use a broker to effect said transactions, and may enter into a
contract in which the broker acts either as principal or as
agent.
(c) Sub-Adviser shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of their
ability to obtain best execution of particular and related
portfolio transactions. The abilities of a broker-dealer to
obtain best execution of particular portfolio transaction(s) will
be judged by Sub-Adviser on the basis of all relevant factors and
considerations including, insofar as feasible: the execution
capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the
Fund's portfolio transactions by participating therein for its
own account; the importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased
or sold; as well as any other matters relevant to the selection
of a broker-dealer for particular and related transactions of the
Fund.
(d) Sub-Adviser shall have discretion, in the interests of the Fund,
to allocate brokerage on the Fund's portfolio transactions to
broker-dealers, other than affiliated broker-dealers, qualified
to obtain best execution of such transactions who provide
brokerage and/or research services (as such services are defined
in Section 28(e)(3) of the Securities Exchange Act of 1934, as
amended) for the Fund and/or other accounts for which Sub-Adviser
or its affiliates exercise "investment discretion" (as that term
is defined in Section 3(a)(35) of the Securities Exchange Act of
1934, as amended) and to cause the Fund to pay such
broker-dealers a commission for effecting a portfolio transaction
for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such
transaction would have charged for effecting that transaction, if
Sub-Adviser determines, in good faith, that such commission is
reasonable in relation to the value of the brokerage and/or
research services provided by such broker-dealer, viewed in terms
of either that particular transaction or the overall
responsibilities of Sub-Adviser or its affiliates with respect to
the accounts as to which they exercise investment discretion. In
reaching such determination, Sub-Adviser will not be required to
place or attempt to place a specific dollar value on the
brokerage and/or research services provided or being provided by
such broker-dealer.
(e) Sub-Adviser shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select
any broker-dealer on the basis of its purported or "posted"
commission rate but will, to the best of its ability, endeavor to
be aware of the current level of the charges of eligible
broker-dealers and to minimize the expense incurred by the Fund
for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees and the provisions of
this paragraph 4.
(f) Subject to the foregoing provisions of this paragraph 4,
Sub-Adviser may also consider sales of shares of the Fund and
other funds advised by Sub-Adviser or its affiliates as a factor
in the selection of broker-dealers for the Fund's portfolio
transactions.
6. 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.
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 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(b)(5), (6), (7), (9) and (10)
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 on the average
daily net assets in the Fund or Funds in accordance with Schedule B
hereto.
9. Services to Others. The services of Sub-Adviser with respect to the
Fund are not deemed to be exclusive. Nothing in this Agreement shall
prevent Sub-Adviser or any officer, director or affiliate thereof from
acting as investment adviser or sub-adviser for any other person, firm
or corporation and shall not in any way limit or restrict Sub-Adviser
or any of its directors, officers, stockholders, employees or
affiliates from buying, selling or trading any securities for its or
their own account or for the account of others for whom it or they may
be acting, provided that such activities will not adversely affect or
otherwise impair the performance by Sub-Adviser of its duties and
obligations under this Agreement.
10. 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.
11. Indemnification.
(a) Sub-Adviser agrees to indemnify and hold harmless Adviser, any
affiliated person within the meaning of Section 2(a)(3) of the
Act ("affiliated person") of the Adviser and each person, if any
who, within the meaning of Section 15 of the Securities Act of
1933 (the "1933 Act"), controls ("controlling person") Adviser
and their respective officers, directors and employees, against
any and all losses, claims, damages, liabilities or litigation
(including reasonable attorneys' fees), to which Adviser or such
affiliated person or controlling person of Adviser or their
respective officers, directors and employees may become subject
under the Act, the 1933 Act, the Advisors Act, or any other
statute, law, rule or regulation, arising directly out of
Sub-Adviser's responsibilities hereunder (1) to the extent of and
as result of the willful misconduct, bad faith, or gross
negligence by Sub-Adviser, any of Sub-Adviser's employees or
representatives or any other affiliate of or any person acting on
behalf of Sub-Adviser, or (2) as a result of any untrue statement
of a material fact contained in the Fund's registration
statement, including any amendment thereof or any supplement
thereto, or the omission of a material fact required to be stated
in such registration statement necessary to make the statements
therein not misleading, if such a statement or omission was made
in reliance upon and in conformity with written information
furnished by Sub-Adviser to the Fund; provided, however, that in
no case is Sub-Adviser's indemnity hereunder deemed to protect a
person against any liability to which any such person would
otherwise be subject by reason of willful misconduct, bad faith
or gross negligence in performance of its duties or by reason of
its reckless disregard of its obligations and duties under this
Agreement. Sub-Adviser shall not be liable to Adviser or the Fund
or any affiliate of Adviser or Fund or any controlling person of
the Fund, Adviser or their respective affiliates for any losses
that may be sustained as a result of (1) instructions provided by
Sub-Adviser to Adviser or the Fund's Custodian or Administrator
if the recipient had reason to believe that such instruction was
not genuine or authorized, or (2) delays in or the inaccuracy of
information provided to Sub-Adviser pursuant to Section 4 of this
Agreement.
(b) Adviser agrees to indemnify and hold harmless Sub-Adviser, any
affiliated person of Sub-Adviser and each controlling person of
Sub-Adviser, if any, and their respective officers, directors and
employees against any and all losses, claims, damages,
liabilities or litigation (including reasonable attorneys' fees),
to which Sub-Adviser or such affiliated person or controlling
person of Sub-Adviser or their respective officers, directors and
employees may become subject under the Act, the 1933 Act, the
Advisors Act, or any other statute, law, rule or regulation,
arising out of Adviser's responsibilities as investment manager
of the Fund or the Adviser's obligations hereunder (1) to the
extent of and as a result of the willful misconduct, bad faith,
or gross negligence by Adviser, any of Adviser's employees or
representatives or any affiliate of or any person acting on
behalf of Adviser, or (2) as a result of any untrue statement or
alleged untrue statement of a material fact contained in the
Fund's registration statement, including any amendment thereof or
any supplement thereto except to the extent made in reliance upon
and in conformity with written information furnished by
Sub-Adviser to the Fund, or the omission of or alleged omission
to state a material fact in such registration statement necessary
to make the statements therein not misleading; provided, however,
that in no case shall Adviser's indemnity hereunder be deemed to
protect a person against any liability to which any such person
would otherwise be subject by reason of willful misconduct, 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. It is agreed that Adviser's indemnification
obligations under this Section 11 will extend to expenses and
costs (including reasonable attorneys' fees) incurred by
Sub-Adviser, any controlling person of Sub-Adviser, Sub-Adviser's
officers, directors, employees or affiliates as a result of any
litigation brought by Adviser alleging Sub-Adviser's failure to
perform its obligations and duties in the manner required under
this Agreement, unless judgement is rendered for Adviser.
12. 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 for two years from such date. 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.)
Any notice required under this section shall be deemed waived by the
non-terminating party in the event of a material adverse change in the
financial condition or material adverse publicity (including formal
administrative proceedings initiated by the NASD Regulation, Inc., the
Securities and Exchange Commission or any other regulatory or
self-regulatory body) experienced by the non-terminating party as
determined by the terminating party in its sole discretion.
Notwithstanding the foregoing or anything to the contrary set forth in
this Agreement, Sub-Adviser may transfer or assign its rights, duties
and obligations hereunder or interest herein to any entity owned,
directly or indirectly, by Xxxxxxxxxxx Acquisition Corp.
(Sub-Adviser's ultimate parent corporation) or to a successor in
interest pursuant to a merger, reorganization, stock sale, asset sale
or other transaction, without the consent of Adviser.
13. 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.
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. If to Sub-Advisor, such notice shall be sent to:
OppenheimerFunds, Inc., 2 World Trade Center, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000, Attention: Xxxxxx X. Xxxxxxx, Esq.15.
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 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.
Sub-Adviser hereby consents to the Fund using the name "Xxxxxxxxxxx"
as part of its name. Neither the Fund nor Adviser shall use the name
"Xxxxxxxxxxx" and any of the other names of Sub-Adviser or its
affiliated companies and any derivative or logo or trade or service
xxxx thereof, or disclose information related to the business of
Sub-Adviser or any of its affiliates in any prospectus, sales
literature or other material relating to the Fund in any manner not
approved prior thereto by Sub-Adviser; provided, however, that
Sub-Adviser hereby approves all uses of its name and that of its
affiliates which merely refer in accurate terms to its appointment
hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such
approval be unreasonably withheld. Sub-Adviser shall not use the name
of the Fund, Adviser or any of their affiliates in any material
relating to Sub-Adviser in any manner not approved prior thereto by
Adviser; provided, however, that Adviser hereby approves all uses of
its or the Fund's name which merely refer in accurate terms to the
appointment of Sub-Adviser hereunder or which are required by the SEC
or a state securities commission; and, provided, further, that in no
event shall such approval be unreasonably withheld.
Adviser recognizes that from time to time directors, officers and
employees of Sub-Adviser may serve as directors, trustees, partners,
officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies)
and that such other entities may include the name "Xxxxxxxxxxx" or any
derivative or abbreviation thereof as part of their name, and that
Sub-Adviser or its affiliates may enter into investment advisory,
administration or other agreements with such other entities.
Upon termination of this Agreement for any reason, Adviser shall
within 30 days cease and cause the Fund to cease all use of the name
and xxxx "Xxxxxxxxxxx."
16. 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.
17. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
Any question of interpretation of any term or provision of this
Agreement having a counterpart or otherwise derived from a term or
provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the
United States Courts or, in the absence of any controlling decision of
any such court, by the rules, regulations or orders of the Commission.
In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is revised by rule, regulation or
order of the Commission, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this ____ day of ____________, 2001.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By:
-----------------------------------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------------------------
Title: President
--------------------------------------------------------
OPPENHEIMERFUNDS, INC.
By:
-----------------------------------------------------------
Name:
---------------------------------------------------------
Title:
--------------------------------------------------------
SCHEDULE A
(Fund)
Series
JNL/Xxxxxxxxxxx Global Growth Series
JNL/Xxxxxxxxxxx Growth Series
SCHEDULE B
(Compensation)
Series
Average Daily Net Assets Annual Rate
JNL/Xxxxxxxxxxx Global Growth Series
$0 to $350 million........................... .35%
Next $450 million........................... .30%
Over $800 million........................... .25%
JNL/Xxxxxxxxxxx Growth Series
$0 to $50 million............................ .45%
$50 million to $100 million.................. .40%
$100 million to $250 million................. .35%
Over $250 million............................ .30%
