Amended and Restated Investment Sub-Advisory Agreement
EX. 99.28(d)(39)(xxxi)
Amended and Restated
Investment Sub-Advisory Agreement
This Agreement is effective as of November 8, 2001, Amended and Restated effective as of the 18th day of February 2004, further Amended and Restated effective as of the 1st day of December, 2012, and further Amended and Restated effective as of the 2nd day of September, 2021 by and between Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), and Mellon Investments Corporation, a Delaware corporation and registered investment adviser (“Sub-Adviser”).
Whereas, Adviser is the investment manager for the JNL Series Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);
Whereas, the Adviser represents that it has entered into an Investment Advisory and Management Agreement effective as of January 31, 2001, Amended and Restated as of the 28th day of February, 2012, and further Amended and Restated as of the 1st day of December, 2012 (“Management Agreement”), with the Trust; and
Whereas, Adviser desires to retain Sub-Adviser as Adviser’s agent to furnish investment advisory services to the investment portfolios of the Trust listed on Schedule A hereto (“each 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 Funds 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 funds other than the Funds 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 fund 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 prior to the commencement of the Sub-Adviser’s services: |
| a) | the Trust’s Agreement and Declaration of Trust, as filed with the Secretary of State of The Commonwealth of Massachusetts on June 1, 1994, and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”); |
| b) | the Trust’s By-Laws and amendments thereto; |
| c) | resolutions of the Trust’s Board of Trustees authorizing the appointment of Sub-Adviser and approving this Agreement; |
| d) | the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”) and all amendments thereto; |
| e) | the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (“1933 Act”) and under the 1940 Act as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Funds; and |
| f) | the Trust’s most recent prospectus and Statement of Additional Information for the Funds (collectively called the “Prospectus”). |
Adviser will furnish the Sub-Adviser with copies of all amendments of or supplements to the foregoing within a reasonable time before they become effective. Any amendments or supplements that impact the management of the Funds will not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser’s approval thereof.
| 3. | Management. Subject always to the supervision of the Adviser, who in turn is subject to the supervision of the Trust’s Board of Trustees, Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Funds and place all orders for the purchase and sale of securities, including foreign or domestic securities or other property (including financial futures and options of any type), all on behalf of the Funds. Sub-Adviser is expressly authorized to cause the assets of the Funds to be invested in The Bank of New York Mellon Corporation stock. Adviser and/or the Fund’s custodian will handle matters relating to the Fund participating in any class action settlements and Sub-Adviser shall not have any obligations thereto. Without Adviser’s prior consent to each transaction, Sub-Adviser shall have full discretionary authority as agent and attorney-in-fact, with full power of substitution and full authority in the Fund’s name, to (a) buy, sell, hold, exchange, convert or otherwise deal in any manner in any assets; (b) place orders for the execution of such assets and other transactions with or through such brokers, dealers, counter-parties, issuers, agents or arrangers as Sub-Adviser may select; (c) execute, on behalf of the Fund, such brokerage, derivatives, subscription and other agreements and documents (including, without limitation, ISDA, LSTA, and/or Master Securities Forward Transaction Agreement or MSFTA documentation) as Sub-Adviser deems necessary or appropriate in connection with the Fund’s investment activities; and (d) negotiate, enter into, make and perform any other contracts, agreements or other undertakings it may deem advisable in connection with the performance of the Sub-Adviser’s duties hereunder. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Funds (as set forth below), and will monitor the Funds' 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 Funds as described in the Investment Objectives outlined in the Prospectus and/or the Statement of Additional Information of the applicable Fund delivered to, and approved by, Sub-Adviser in accordance with Section 2, which may be amended from time to time. 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 Funds and to consult with each other regarding the investment affairs of the Funds. Sub-Adviser will report to the Board of Trustees and to Adviser with respect to the implementation of such program. Sub-Adviser, solely with respect to the assets of the Funds which are under its management pursuant to this Agreement, is responsible for compliance with the diversification provisions |
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of Section 817(h) of the Internal Revenue Code of 1986, as amended (“IRC”), and its accompanying Regulation, Treas. Reg. Section 1.817-5, applicable to the Funds.
The anniversary date of each Fund, as defined in Treas. Reg. 1.817-5(c), is the anniversary of the date on which any amount received under a life insurance or annuity contract is first allocated to the Fund (i.e.: [date]) and the Funds shall be considered adequately diversified until their first anniversary date.
Adviser will not act in a manner that would result in Sub-Adviser failing to maintain the required diversification and if the failure to diversify is inadvertent, Xxxxxxx National Life Insurance Company and any of its affiliates investing in the Funds, as owner of the assets in the Funds, shall in good faith and in conjunction with Sub-Adviser follow the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to request relief from the Commissioner of Internal Revenue Service, and that in such an event Adviser shall work in conjunction with Sub-Adviser in the preparation of any request for relief or closing agreement and, to the extent that Adviser is seeking indemnification under Section 11 hereof, no filings or agreements shall be made with the Commissioner of Internal Revenue Service without the prior written approval of Sub-Adviser.
The Adviser agrees that the Sub-Adviser shall not be liable for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s opinion, constitute a violation of any federal or state laws, rules or regulations.
The Sub-Adviser further agrees that it:
| a) | will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; |
| b) | will conform with all applicable Rules and Regulations of the SEC 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 comply with all foreign laws, regulations, and regulatory requirements as set forth by foreign regulatory agencies, as applicable; |
| d) | will report regularly to Adviser and to the Board of Trustees as reasonably agreed between the Adviser and Sub-Adviser and will make appropriate persons available for the purpose of reviewing with representatives of Adviser and the Board of Trustees on a regular basis at reasonable times agreed to by the Adviser and Sub-Adviser , the management of the Funds, including, without limitation, review of the general investment strategies of the Funds, the performance of the Funds in relation to the specified benchmarks and will provide various other reports from time to time as reasonably requested by Adviser; |
| e) | will provide to the Adviser (i) a monthly compliance checklist developed for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed for each Fund by Adviser and Sub-Adviser; (iii) other compliance and reporting information as reasonably requested by the Adviser or the Board of Trustees from time-to-time; |
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| f) | as a service provider to the Funds will cooperate fully with the Chief Compliance Officer of the Trust in the execution of his/her responsibilities to monitor service providers to the Funds under Rule 38a-1 under the 1940 Act, including any applicable document requests; |
| g) | will prepare and maintain such books and records with respect to each Fund’s securities transactions in accordance with Section 7 herein, and will furnish Adviser and Trust's Board of Trustees such periodic and special reports as the Adviser may reasonably request; |
| h) | will prepare and cause to be filed in a timely manner Form 13F and, if required, Schedule 13G with respect to securities held for the account of the Funds subject to Sub-Adviser's supervision; |
| i) | will act upon reasonable instructions from Adviser (except as to the voting of proxies) not inconsistent with the fiduciary duties and investment objectives hereunder; |
| j) | will treat confidentially and as proprietary information of Trust all such records and other information relative to the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by Trust, provided, however, that notwithstanding the foregoing, Sub-Adviser may disclose such information as required by applicable law, regulation or upon request by a regulator or auditor of Sub-Adviser; |
| k) | consistent with its fiduciary duties to each Fund and on the Fund’s behalf, the Sub-Adviser is hereby appointed the Fund’s agent to exercise in its direction all rights and performs all duties with respect to the Fund’s right to vote (or refrain from voting), each Fund’s securities and exercise rights in corporate actions or otherwise in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser. For the avoidance of doubt, the Sub-Adviser will have full discretion in this regard and the Adviser will not attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser further agrees to report significant shareholdings for itself and on behalf of the Fund where required by local law. For the avoidance of doubt, the parties acknowledge and agree that the Sub-Adviser may be restricted from purchasing certain securities as a result of regulatory limits or other restrictions; |
| l) | at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses, and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser’s duties under this Agreement. The Sub-Adviser shall, at its expense, bear any reasonable and out-of-pocket fees or costs incurred by the Adviser, the Fund, or any Trustee of the Fund (but limiting any attorneys’ fees and expenses |
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solely to those incurred by outside counsels and excluding the value of fees or services performed by the Adviser’s internal counsel) associated with litigation arising from or pertaining to (i) the services provided by the Sub-Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Adviser); and (ii) the Sub-Adviser’s general business operations that require the involvement or participation of the Adviser, the Fund, and/or any Trustee of the Fund. The Adviser shall, at its expense, bear any reasonable and out-of-pocket fees or costs incurred by the Sub-Adviser (but limiting any attorneys’ fees and expenses solely to those incurred by outside counsels and excluding the value of fees or services performed by the Sub-Adviser’s internal counsel) associated with litigation arising from or pertaining to (i) the services provided by the Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Sub-Adviser) and (ii) the Adviser’s or Fund’s general business operations that require the involvement or participation of the Sub-Adviser. A party’s aggregate liability to the other for all fees and costs under this section shall not exceed $50,000 per Fund for each litigation, but in no event shall fees and costs exceed $250,000 for all such litigations occurring within any twelve month period or another amount as mutually agreed by the parties. Notwithstanding the foregoing, the limitations of liability set forth above shall not apply to any indemnification obligations hereunder.
The Adviser and the Sub-Adviser each further agree that:
| a) | to the extent that the Commodity Exchange Act, as amended (“CEA”), and the then-current Commodity Futures Trading Commission (“CFTC”) regulations require (i) registration by either party as a Commodity Pool Operator or Commodity Trading Advisor, (ii) specific disclosure, or as applicable to it (iii) filing of reports and other documents, each shall comply with such requirements; |
| b) | Sub-Adviser shall comply with all requirements of the applicable CEA and then-current CFTC regulations that apply to Sub-Adviser with regard to the Fund, and with regard to all Funds for which it serves as Sub-Adviser; and |
| c) | Sub-Adviser shall cooperate by assisting the Adviser in fulfilling any disclosure or reporting requirements applicable to the Fund under the CEA and/or then-current CFTC regulations. |
| 4. | Custody of Assets. Sub-Adviser shall at no time have the right to physically possess the assets of the Funds or have the assets registered in its own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire or become possessed of any income, whether in kind or cash, or proceeds, whether in kind or cash, distributable by reason of selling, holding or controlling such assets of the Funds. In accordance with the preceding sentence, Sub-Adviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Funds. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the custodian. |
| 5. | Brokerage. The Sub-Adviser is responsible for decisions to buy and sell securities for each Fund, broker-dealer selection, and negotiation of brokerage commission rates. Sub-Adviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by Sub-Adviser on behalf of the Funds. Sub-Adviser will provide copies of all such agreements to the Adviser. It is the Sub-Adviser’s general policy in |
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selecting a broker to effect a particular transaction to seek to obtain “best execution”, which means prompt and efficient execution of the transaction at the best obtainable price with payment of commissions which are reasonable in relation to the value of the brokerage services provided by the broker.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and negotiating commission rates, will take all relevant factors into consideration, including, but not limited to: the best price available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the applicable Fund on a continuing basis. Subject to such policies and procedures as the Trust’s Board of Trustees may determine, the Sub-Adviser shall have discretion to effect investment transactions for each Fund through broker-dealers (including, to the extent permissible under applicable law, broker-dealer affiliates) who provide brokerage and/or research services, as such services are defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and to cause such Fund to pay any such broker-dealers an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser’s overall responsibilities with respect to such Fund and other accounts to which the Sub-Adviser exercises investment discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Adviser shall determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit reports on such allocations to the Adviser as reasonably requested by the Adviser, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis therefor.
| 6. | Expenses. The Sub-Adviser shall bear all expenses incurred by it in connection with the performance of its services under this Agreement. Each Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, investment advisory fees, and administration fees; fees for necessary professional and brokerage services; costs relating to local administration of securities; and fees for any pricing services. All other expenses not specifically assumed by the Sub-Adviser hereunder or by the Adviser under the Management Agreement are borne by the applicable Fund or the Trust. 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. |
| 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, copies of which may be retained by the Sub-Adviser. Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act related to each Fund’s portfolio transactions. The Adviser shall maintain all books and records not related to the Fund’s portfolio transactions. |
| 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 |
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compensation therefore, a sub-advisory fee accrued daily and payable monthly on the average daily net assets in the Funds in accordance with Schedule B hereto.
| 9. | Services to Others. Adviser understands, and has advised the Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to other investment companies or accounts. Adviser has no objection to Sub-Adviser acting in such capacities, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Sub-Adviser may group orders for a Fund with orders for other funds and accounts to obtain the efficiencies that may be available on larger transactions when it determines that investment decisions are appropriate for each participating account. Sub-Adviser cannot assure that such policy will not adversely affect the price paid or received by a Fund. Adviser recognizes, and has advised Trust's Board of Trustees, that in some cases this procedure may adversely affect the size and the opportunities of the position that the participating Fund may obtain in a particular security. In addition, Adviser understands, and has advised the Trust's Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement will be deemed to limit or restrict the right of Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. |
| 10. | Limitation of Liability. Sub-Adviser, its officers, directors, employees, agents or affiliates will not be subject to any liability to the Adviser or the Funds or their directors, officers, employees, agents or affiliates for any error of judgment or mistake of law or for any loss suffered by the Funds, any shareholder of the Funds or the Adviser either in connection with the performance of Sub-Adviser's duties under this Agreement or its failure to perform due to events beyond the reasonable control of the Sub-Adviser or its agents, except for a loss resulting from Sub-Adviser's willful misfeasance, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Federal and State securities laws may impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any right which Adviser may have under any applicable laws. |
| 11. | Indemnification. Adviser and the Sub-Adviser each agree to indemnify the other party (and each such party’s affiliates, employees, directors and officers) against any claim, damages, loss or liability (including reasonable attorneys' fees) arising out of any third party claims brought against an indemnified party that are found to constitute willful misfeasance or gross negligence on the part of the indemnifying party. |
| 12. | Duration and Termination. The Agreement will become effective as to a Fund upon execution or, if later, on the date that initial capital for such Fund is first provided to it and, unless sooner terminated as provided herein, will continue in effect for two years from the effective date of the initial Investment Sub-Advisory Agreement with regard to all Fund(s) covered by this Agreement. Thereafter, if not terminated as to a Fund, this Agreement will continue from year to year through September 30th of each successive year following the initial two year period, for each Fund covered by this Agreement, as listed on Schedule A, 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 |
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Fund(s), 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 with the consent of the Board (including a majority of the Independent Trustees), or on sixty days’ written notice by the Sub-Adviser. This Agreement will immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms as in the 1940 Act.) Section 10 and 11 herein shall survive the termination of this Agreement.
| 13. | Acknowledgements of Adviser. Adviser acknowledges and agrees that: |
| a) | If the Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with respect to a Fund, the Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5); and |
| b) | If the Sub-Adviser is registered as a Commodity Trading Advisor under the CEA, the Adviser consents to the Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standards available to exempt accounts under CFTC Rule 4.7 with respect to a Fund’s trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request, confirming whether a Fund is a “qualified eligible person” as defined in Rule 4.7. |
| 14. | Obligations of Adviser. The Adviser agrees to provide or complete, as the case may be, the following prior to the commencement of the Sub-Adviser’s investment advisory services as specified under this Agreement: |
| a) | A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Fund; |
| b) | A list of restricted securities for each Fund (including CUSIP, Sedol or other appropriate security identification); and |
| c) | A copy of the current compliance procedures for each Fund. |
The Adviser also agrees to promptly update the above referenced items in order to ensure their accuracy, completeness and/or effectiveness.
| 15. | Confidential Treatment. All information and advice furnished by one party to the other party (including their respective agents, employees, and representatives and the agents, employees, and representatives of any affiliates) hereunder shall be treated as confidential and shall not be disclosed to third parties (other than affiliates), except as may be necessary to comply with applicable laws, rules and regulations, subpoenas, court orders, and as required in the administration and management of the Funds. It is understood that any information or recommendation supplied by, or produced by, Sub- |
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Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser and the Trust. Furthermore, except as required by law (including, but not limited to semi-annual, annual or other filings made under the 0000 Xxx) or as agreed to by the Adviser and Sub-Adviser, the Adviser and Trust will not disclose any list of securities purchased or sold by the Funds for a period of 15 days after month end, or any list of securities held by the Fund for 90 days after month end in any manner whatsoever except as expressly authorized in this Agreement, and except that the top 10 holdings may be disclosed 15 days after month end.
| 16. | Entire Agreement; Amendment of this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Funds. 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. |
| 17. | Notice. All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or sent by electronic transmission (via e-mail) or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph. |
| a) | To Adviser: | |
| Xxxxxxx National Asset Management, LLC | ||
| 000 Xxxx Xxxxxx Xxxxx | ||
| Xxxxx 0000 | ||
| Xxxxxxx, XX 00000 | ||
| Attention: General Counsel | ||
| E-mail: XXXXXxxxx@xxxxxxx.xxx | ||
| b) | To Sub-Adviser: | |
| Mellon Investments Corporation | ||
| One Boston Place | ||
| 000 Xxxxxxxxxx Xxxxxx | ||
| Xxxxxx, XX 00000-0000 | ||
| Attn: Relationship Manager | ||
| E-mail: XxxxxxXxxxxxXxxxxxx@xxxxxx.xxx | ||
| With a Copy to: | ||
| Mellon Investments Corporation | ||
| One Boston Place | ||
| 000 Xxxxxxxxxx Xxxxxx | ||
| Xxxxxx, XX 00000-0000 | ||
| Attn: Compliance Department | ||
| E-mail: XxxxxxXxxxxxxxxx@xxxxxx.xxx | ||
| c) | To Trust: | |
| JNL Series Trust | ||
| 0 Xxxxxxxxx Xxx | ||
| Xxxxxxx, XX 00000 | ||
| Attention: Chief Legal Officer | ||
| Email address: XXXXXxxxx@xxxxxxx.xxx |
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| 18. | Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will be binding upon and shall inure to the benefit of the parties hereto. |
The name “JNL Series Trust” and “Trustees of JNL Series Trust” refer respectively to the Trust created by, and the Trustees, as trustees but not individually or personally, acting from time to time under, the Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of the “JNL Series Trust” entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, Shareholders or representatives or agents of Trust personally, but bind only the assets of Trust, and persons dealing with the Funds must look solely to the assets of Trust belonging to such Fund for the enforcement of any claims against the Trust.
| 19. | 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 it has reviewed the post-effective amendment to the Registration Statement for the Funds 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 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 necessary to make the statements contained therein not misleading.
| 20. | Applicable Law. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Michigan. |
| 21. | Counterpart Signatures. This Agreement may be executed in several counterparts, including via facsimile, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement. |
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In Witness Whereof, the Adviser and the Sub-Adviser have caused this Agreement to be executed as of this 3rd day of September, 2021, effective September 2, 2021.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
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Xxxxxxx National Asset Management, LLC |
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| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | President and Chief Executive Officer | |
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Mellon Investments Corporation |
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| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx | |
| Title: | Chief Operating Officer | |
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Schedule A
Dated September 2, 2021
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Funds
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JNL iShares Tactical Growth Fund
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JNL iShares Tactical Moderate Fund
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JNL iShares Tactical Moderate Growth Fund
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JNL S&P 500 Index Fund
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JNL/Xxxxxxx Xxxxx 4 Fund
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JNL/Mellon Communication Services Sector Fund
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JNL/Mellon Consumer Discretionary Sector Fund
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JNL/Mellon Consumer Staples Sector Fund
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JNL/Mellon DowSM Index Fund
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JNL/Mellon Energy Sector Fund
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JNL/Mellon Financial Sector Fund
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JNL/Mellon Healthcare Sector Fund
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JNL/Mellon Industrials Sector Fund
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JNL/Mellon Information Technology Sector Fund
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JNL/Mellon Materials Sector Fund
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JNL/Mellon MSCI KLD 400 Social Index Fund
|
|
JNL/Mellon Nasdaq® 100 Index Fund
|
|
JNL/Mellon Real Estate Sector Fund
|
|
JNL/Mellon S&P 500 Index Fund
|
|
JNL/Mellon U.S. Stock Market Index Fund
|
|
JNL/Mellon Utilities Sector Fund
|
|
JNL/Mellon World Index Fund
|
|
JNL/Morningstar PitchBook Listed Private Equity Index Fund
|
|
JNL/Morningstar Wide Moat Index Fund
|
|
JNL/RAFI® Fundamental U.S. Small Cap Fund
|
|
JNL/RAFI® Multi-Factor U.S. Equity Fund
|
|
JNL/Vanguard Growth ETF Allocation Fund
|
|
JNL/Vanguard Moderate ETF Allocation Fund
|
|
JNL/Vanguard Moderate Growth ETF Allocation Fund
|
|
JNL Bond Index Fund
|
|
JNL Emerging Markets Index Fund
|
|
JNL International Index Fund
|
|
JNL Mid Cap Index Fund
|
|
JNL Small Cap Index Fund
|
A-1
Schedule B
Dated September 2, 2021
(Compensation)
|
JNL iShares Tactical Growth Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL iShares Tactical Moderate Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL iShares Tactical Moderate Growth Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL S&P 500 Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005%
|
|
JNL/Xxxxxxx Xxxxx 4 Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
B-1
|
JNL/Mellon Communication Services Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Consumer Discretionary Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Consumer Staples Sector Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
|
JNL/Mellon DowSM Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
B-2
|
JNL/Mellon Energy Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Financial Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Healthcare Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Industrials Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
B-3
|
JNL/Mellon Information Technology Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Materials Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon MSCI KLD 400 Social Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Nasdaq® 100 Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
X-0
|
XXX/Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxx
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon S&P 500 Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005% |
|
JNL/Mellon U.S. Stock Market Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Utilities Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon World Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
B-5
|
JNL/Morningstar PitchBook Listed Private Equity Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Morningstar Wide Moat Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/RAFI® Fundamental U.S. Small Cap Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/RAFI® Multi-Factor U.S. Equity Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
B-6
|
JNL/Vanguard Growth ETF Allocation Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Vanguard Moderate ETF Allocation Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Vanguard Moderate Growth ETF Allocation Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL Bond Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
B-7
|
JNL Emerging Markets Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL International Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL Mid Cap Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005% |
|
JNL Small Cap Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005% |
B-8
