EX-99.d37
SUB-ADVISORY AGREEMENT
JNL Series Trust
January 31, 2001
Xxxxxxx National Asset Management, LLC (the "Adviser") confirms its
agreement with Xxxxxx Investment Management, Inc. (the "Sub-Adviser") with
respect to the JNL/Xxxxxx Growth Series, JNL/Xxxxxx International Equity Series,
JNL/Xxxxxx Xxxxxx Growth Series and JNL/Xxxxxx Value Equity Series (each a
"Portfolio") of the JNL Series Trust (the "Fund") as follows:
1. Investment Description; Appointment
The Fund employs the Adviser as the manager of the Portfolios pursuant to
an Amended Investment Advisory and Management Agreement dated August 17, 1995,
as amended (the "Management Agreement"), and the Fund and the Adviser desire to
employ and hereby appoint the Sub-Adviser to act as the sub-investment adviser
to the Portfolios. The investment objective(s), policies and limitations
governing each Portfolio are specified in the prospectus (the "Prospectus") and
the statement of additional information (the "Statement") of the Fund filed with
the Securities and Exchange Commission as part of the Fund's Registration
Statement on Form N-1A, as amended or supplemented from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Trustees of the Fund (the "Board"). Copies of the Prospectus and the Statement
have been or will be submitted to the Sub-Adviser. The Adviser agrees promptly
to provide copies of all amendments and supplements to the current Prospectus
and the Statement to the Sub-Adviser on an on-going basis. Until the Adviser
delivers any such amendment or supplement to the Sub-Adviser, the Sub-Adviser
shall be fully protected in relying on the Prospectus and Statement of
Additional Information as previously furnished to the Sub-Adviser. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation, as set forth below.
2. Services as Sub-Adviser
(a) Subject to the supervision, direction and approval of the Board and the
Adviser, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in the view of the Sub-Adviser, sale and
reinvestment of each Portfolio's assets. The Sub-Adviser is authorized, in its
sole discretion and without prior consultation with the Adviser, to: (i) manage
each Portfolio's assets in accordance with the Portfolio's investment
objective(s) and policies as stated in the Prospectus and the Statement; (ii)
make investment decisions for each Portfolio; (iii) place purchase and sale
orders for portfolio transactions on behalf of each Portfolio; and (iv) employ
professional portfolio managers and securities analysts who provide research
services to each Portfolio. The Sub-Adviser shall not be responsible for the
administrative affairs of the Fund, including, but not limited to, accounting
for and pricing of the Portfolios. The Sub-Adviser will use its best efforts to
manage each Portfolio so that it complies with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, as applicable to the Fund. The
Adviser acknowledges and agrees that the Sub-Adviser's compliance with its
obligations in the immediately preceding sentence will be based on information
supplied by the Adviser including, but not limited to, portfolio lot level
realized and unrealized gain/loss allocation information. The Adviser agrees to
supply all such information on a timely basis.
In addition, the Sub-Adviser shall furnish the Adviser daily information
concerning portfolio transactions and monthly, quarterly and annual reports
concerning transactions and performance of each Portfolio in such form as may be
mutually agreed upon, and the Sub-Adviser agrees to review each Portfolio and
discuss the management of it from time to time with the Adviser and the Board.
(b) Unless the Adviser gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner which it
reasonably believes best serves the interests of the Portfolio shareholders to
vote or abstain from voting all proxies solicited by or with respect to the
issuers of securities in which assets of a Portfolio may be invested.
(c) The Sub-Adviser shall maintain and preserve such records related to
each Portfolio's transactions as are required of a Sub-Adviser under the
Investment Advisers Act of 1940, as amended. The Sub-Adviser shall timely
furnish to the Adviser all information relating to the Sub-Adviser's services
hereunder reasonably requested by the Adviser to keep and preserve the books and
records of each Portfolio. The Sub-Adviser will promptly supply to the Adviser
copies of any of such records upon request.
3. Brokerage
In selecting brokers or dealers to execute transactions on behalf of a
Portfolio, the Sub-Adviser will seek the best overall terms available. In
assessing the best overall terms available for any transaction, the Sub-Adviser
will consider 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 the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, the Sub-Adviser
is authorized to consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided to a Portfolio and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion. Nothing in this paragraph shall be
deemed to prohibit the Sub-Adviser from paying an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker, or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such member, broker, or dealer, viewed in terms of either
that particular transaction or its overall responsibilities with respect to the
relevant Portfolio and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion.
4. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Adviser will pay the Sub-Adviser an annual fee calculated at the rates set forth
in Exhibit A hereto of each Portfolio's average daily net assets; the fee is
calculated daily and paid monthly. The fee for the period from the Effective
Date (defined below) of the Agreement for a Portfolio to the end of the month
during which the Effective Date occurs shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement with respect to a Portfolio before the end of a
month, the fee for such part of that month for that Portfolio shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Sub-Adviser, the value of a
Portfolio's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or the Statement.
5. Expenses
The Sub-Adviser shall bear all expenses (excluding brokerage costs,
custodian fees, auditors fees or other expenses to be borne by the Portfolios)
in connection with the performance of its services under this Agreement. The
Fund will bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, sub-advisory fees
(other than sub-advisory fees paid pursuant to this Agreement) and
administration fees, fees for necessary professional and brokerage services,
costs relating to local administration of securities, fees for any pricing
service, the costs of regulatory compliance, and costs associated with
maintaining the Fund's legal existence and shareholder relations. The
Sub-Adviser shall only bear the expenses it has expressly agreed to assume under
this Agreement.
6. Standard of Care and Indemnification
In the performance of its duties, the Sub-Adviser will comply with the
stated investment objectives, policies and restrictions of the Portfolios as set
forth in the Prospectus and Statement and will conform in all material respects
in accordance with any applicable regulations of any governmental authority
pertaining to its activities hereunder.
The Sub-Adviser shall exercise its best judgment and shall act in good
faith in rendering the services listed in paragraphs 2 and 3 above. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio or the Adviser in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Sub-Adviser against any
liability to the Adviser, the Fund or to the shareholders of the Portfolio to
which the Sub-Adviser 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 the Sub-Adviser's reckless disregard of its obligations
and duties under this Agreement ("Disabling Conduct"). Except for Disabling
Conduct, the Adviser shall indemnify and hold the Sub-Adviser (and its officers,
directors, employees, controlling persons, shareholders and affiliates) harmless
from any liability arising from the Sub-Adviser's conduct under this Agreement.
Notwithstanding the foregoing, the Sub-Adviser shall indemnify and hold
harmless the Adviser against any and all losses, claims, damages, liabilities,
or litigation (including legal and other expenses) to which an Adviser
Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers
Act, 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 which (1) result from the Disabling Conduct by the Sub-Adviser, any of
its employees or representatives, or any affiliate of the Sub-Adviser, (2)
result from a failure to comply with Section 2 of this Agreement, or (3) result
from any untrue statement of a material fact contained in the Prospectus or
Statement covering the shares of the Fund or a Portfolio, or any amendment or
supplement thereto, or the omission to state therein a material fact 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 Fund, or any affiliated
person of the Adviser or Fund by the Sub-Adviser or any affiliated person of the
Sub-Adviser for use in the Prospectus or Statement; 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.
Sub-Adviser will treat confidentially and as proprietary information of the
Fund all records and other information relative to the Fund 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 (1) after
prior notification to and approval in writing by the Fund, which approval shall
not be unreasonably withheld, (2) where required by law or required by a
regulatory authority, or (3) for use in a performance composite where the Fund
is not named.
7. Term of Agreement
This Agreement shall become effective on January 31, 2001 (the "Effective
Date") and shall continue until June 30, 2002 and shall continue thereafter so
long as such continuance is specifically approved at least annually as required
by the Investment Company Act of 1940 (the "1940 Act"). This Agreement is
terminable, with respect to a Portfolio without penalty, on 60 days' written
notice, by the Adviser, the Board or by vote of holders of a majority (as
defined in the 1940 Act and the rules hereunder) of the outstanding voting
securities of such Portfolio, or upon 60 days' written notice, by the
Sub-Adviser. This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules thereunder).
8. Services to Other Companies or Accounts
The Adviser understands that the Sub-Adviser now acts, will continue to act
and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, and as investment manager or adviser to other investment
companies, including any offshore entitled, or accounts, and the Adviser has no
objection to the Sub-Adviser's so acting, provided that whenever a Portfolio and
one or more other investment companies or accounts managed or advised by the
Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
equitable to each company and account. The Adviser recognizes that in some cases
this procedure may adversely affect the size of the position obtainable for a
Portfolio. In addition, the Adviser understands that the persons employed by the
Sub-Adviser to assist in the performance of the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the
Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
9. Representations
Each of the parties hereto represents that the Agreement has been duly
authorized, executed and delivered by all required corporate action and that
this Agreement does not violate any existing agreements or relationships between
such party and any other party.
The Adviser represents that the post-effective amendment to the
Registration Statement for the Fund filed with the Securities and Exchange
Commission contains, as of the date hereof, no untrue 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; provided that
the Adviser makes no representation as to the accuracy or completeness of
information or descriptions provided by sub-advisers.
The Sub-Adviser represents that it has reviewed the post-effective
amendment to the Registration Statement for the Fund 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, 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. The Sub-Adviser further represents
and warrants that it is a duly registered investment adviser under the Advisers
Act and a duly registered investment adviser in all states in which the
Sub-Adviser is required to be registered.
10. Use of Name
(a) The Adviser may use (and shall cause any of its affiliates including
the Fund to use) the name "Xxxxxx Investment Management, Inc.", "Xxxxxx
Investment Management", "Xxxxxx Management" or "Xxxxxx" only for so long as this
Agreement or any extension, renewal, or amendment hereof remains in effect. At
such times as this agreement shall no longer be in effect, the Adviser shall
cease (and shall cause its affiliates to cease using) to use such a name or any
other name indicating that it is advised by or otherwise connected with the
Sub-Adviser and shall promptly change its name accordingly. The Adviser
acknowledges that the Fund has included the term "Xxxxxx" in the names of the
Portfolios through permission of the Sub-Adviser, and agrees that the
Sub-Adviser reserves to itself and any successor to its business the right to
grant the non-exclusive right to use the aforementioned names or any similar
names to any other corporation or entity, including but not limited to any
investment company of which the Sub-Adviser or any subsidiary or affiliate
thereof or any successor to the business of any thereof shall be the investment
adviser.
(b) The Adviser will not, and will cause its affiliates to not, refer to
the Sub-Adviser or any affiliate in any prospectus, proxy statement or sales
literature except with the written permission of the Sub-Adviser.
(c) The Adviser will permit the Portfolio to be used as a funding vehicle
only for Policies issued by Xxxxxxx National Life Insurance Company or any of
its affiliates.
(d) The Adviser will not (and will cause its affiliates to not) engage in
marketing programs (written or otherwise) directed toward the Xxxxxx Capital
Managers contract ("PCM") which explicitly solicit transfers from PCM to the
Adviser's products or those of its affiliates. The Adviser will not (and will
cause its affiliates to not) create or use marketing materials which provide
direct comparisons between PCM and the Adviser's products or those of any of its
affiliates. The Adviser will not (and will cause its affiliates to not)
reimburse voluntarily, or enter into any contract or policy after the date
hereof providing for the reimbursement of any deferred sales charges to
encourage the transfer of assets from PCM to the Adviser's products or those of
any affiliate. For the purposes of this Section 10(d), the term affiliate shall
not include independent agents who are not employees of the Adviser or its
corporate affiliates.
11. Miscellaneous
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.
In the event the Fund designates one or more series other than the Portfolio
with respect to which the Fund and the Adviser wish to retain the Sub-Adviser to
render investment advisory services hereunder, they shall notify the Sub-Adviser
in writing. If the Sub-Adviser is willing to render such services, it shall
notify the Trust and the Adviser in writing, whereupon such series shall become
a Portfolio hereunder, and be subject to this Agreement.
If the foregoing is in accordance with your understanding, kindly indicate
your acceptance of this Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
Xxxxxxx National Asset Management, LLC
By:
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Xxxxxx X. Xxxxxxx
President
Accepted:
XXXXXX INVESTMENT MANAGEMENT, INC.
By:
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SCHEDULE A
DATED JANUARY 31, 2001
(Funds)
JNL/Xxxxxx Growth Series
JNL/Xxxxxx Value Equity Series
JNL/Xxxxxx International Equity Series
JNL/Xxxxxx Xxxxxx Growth Series
SCHEDULE B
DATED JANUARY 31, 2001
(Compensation)
JNL/Xxxxxx Growth Series
JNL/Xxxxxx Value Equity Series
Average Daily Net Assets Annual Rate
First $150 million 0.50%
Next $150 million 0.45%
Over $300 million 0.35%
JNL/Xxxxxx International Equity Series
Average Daily Net Assets Annual Rate
First $150 million 0.65%
Next $150 million 0.55%
Over $300 million 0.45%
JNL/Xxxxxx Xxxxxx Growth Series
Average Daily Net Assets Annual Rate
$0 to $250 million 0.50%
Over $250 million 0.45%
