EX-99.d35
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 31st day of January 2001, by and between
Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and X. XXXX PRICE ASSOCIATES, INC., a
Maryland 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, 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" and collectively the "Funds").
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 appointments and agrees to
furnish the services herein set forth for the compensation herein provided.
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 Funds; and
(f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus").
Adviser will promptly furnish the Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment program in
respect of, and make investment decisions for, all assets of the Funds and place
all orders for the purchase and sale of securities, all on behalf of the Funds.
In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties
to the Fund (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, the Trust's Registration Statement, as amended and
filed with the SEC, and the stated investment objectives, policies and
restrictions of the Funds. Sub-Adviser and Adviser will each make its officers
and employees available to the other from time to time at reasonable times to
review the investment policies of the Funds and to consult with each other
regarding the investment affairs of the Funds. Sub-Adviser will report from time
to time as reasonably requested to the Board of Trustees and to Adviser with
respect to the implementation of such program. Sub-Adviser is responsible for
compliance with the provisions of Section 817(h) of the Internal Revenue Code of
1986, as amended, applicable to the Funds.
In furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is
authorized, in its discretion and without prior consultation with the Fund or
the Adviser, to:
(a) buy, sell, exchange, convert, lend, and otherwise trade in any stocks,
bonds, and other securities or assets; and
(b) directly or through the trading desk of X. Xxxx Price Associates,
Inc., and X. Xxxx Price International, Inc. place orders and negotiate
the commissions (if any) for the execution of transactions in
securities or other assets with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser may select.
Sub-Adviser will report to the Board of Trustees and to Adviser with
respect to the implemenation of such program.
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 other 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, in placing orders with broker/dealers for the purchase or sale
of portfolio securities, attempt to obtain quality execution at
favorable security prices; provided that, on behalf of the Fund, the
Sub-Adviser may, in its discretion, agree to pay a broker/dealer that
furnishes brokerage or research services as such services are defined
under Section 28(e) of the Securities Exchange Act of 1934, as amended
("1934 Act"), a higher commission than that which might have been
charged by another broker/dealer for effecting the same transactions,
if the Sub-Adviser determines in good faith that such commission is
reasonable in relation to the brokerage and research services provided
by the broker/dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Adviser with
respect to the accounts as to which it exercises investment discretion
(as such term is defined under Section 3(a)(35) of the 1934 Act). In
no instance will portfolio securities be purchased from or sold to the
Sub-Adviser, or any affiliated person thereof, except in accordance
with the federal securities laws and rules and regulations thereunder.
(d) may, on occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients of the Sub-Adviser, to the extent permitted by applicable laws
and regulations may, but shall be under no obligation to, aggregate
the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or
sold, as well as the expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner the Sub-Adviser considers to be
the most equitable and consistent with its fiduciary obligations to
the Fund and to its fiduciary obligations to the Fund and to its other
clients.
(e) will report regularly to Adviser and to the Board of Trustees and will
make appropriate persons available for the purpose of reviewing with
representatives of Adviser and the Board of Trustees on a regular
basis at reasonable times the management of the Funds, including,
without limitation, review of the general investment strategies of the
Funds, the performance of the Funds 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 mutually agreed upon by both parties;
(f) will prepare and maintain such books and records with respect to the
Funds' securities transactions and will furnish Adviser and Trust's
Board of Trustees such periodic and special reports as mutually agreed
upon by both parties;
(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) will receive the research and recommendations of Adviser with respect
to the investment and reinvestment of the assets of the Funds.
(i) will, provided custodian promptly forwards proxies to Sub-Adviser,
vote proxies received in connection with securities held by the Funds
consistent with tis fiduciary duties hereunder.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commission, if any)
purchased for the Funds.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto. From
time to time, the Sub-Adviser may agree to waive or reduce some or all of the
compensation to which it is entitled under this Agreement.
7. Services to Others. Adviser understands, and has advised the Trust's
Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts, and as investment
adviser or sub-investment adviser to other investment companies. Adviser has no
objection to Sub-Adviser acting in such capacitites, provided that whenever the
Funds and one or more other investment advisory clients of Sub-Adviser has
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.
Adviser recognizes, and has advised Trust's Board of Trustees, that in some
cases this procedure may adversely affect the size of the postion that the
participating Fund(s) may obtain in a particular security. In addition, Adviser
understands, and has advised Trust's Board of Trustees, that the persons
employed by Sub-Adviser's duties under this Agreement will not devote their full
time to such service and nothing contained in this Agreement will be deemed to
limit or restrict the right of Sub-Adviser or any of its affiliates to engage in
and devote time and attention to other businesses or to render services of
whatever kind or nature.
8. Limitation of Liability. Neither Sub-Adviser or any of its officers,
directors, or employees shall be liable 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, including any error of judgment or
mistake of law or for any loss suffered by the Trust or Fund, any error of fact
or mistake of law contained in any report or data provided by the Sub-Adviser;
acting on any instructions from the Adviser or reliance on any research or other
materials provided by the Adviser, except for a loss resulting from
Sub-Adviser's willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
9. Indemnification. Adviser and the Sub-Adviser each agree to indemnify the
other against any loss or liability to such other party arising out of any
action on the part of the indemnifying party which constitutes willful
misfeasance, bad faith or gross negligence.
10. Duration and Termination. This Agreement will become effective upon
execution 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. Notwithstanding the foregoing, this Agreement may be terminated as to the
Fund at any time, without the payment of any penalty, on sixty days' written
notice by the Trust or by 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 meaning
of such terms in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
12. Notice. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but not
individually or personally, acting from time to time under the Declaration of
Trust, to which reference is hereby made and a copy of which is on file at the
office of the Secretary of State of the Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed. The obligations of the "JNL Series Trust" entered in the name
or on behalf thereof by any of the Trustees, representatives or agents are made
not individually but only in such capacities and are not binding upon any of the
Trustees, Shareholders or representatives of 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
Trust.
14. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 31st day of January 2001.
Xxxxxxx National Asset Management, LLC
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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X. XXXX PRICE ASSOCIATES, INC.
By:
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Name:
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Title:
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SCHEDULE A
DATED JANUARY 31, 2001
(Funds)
X. Xxxx Price/JNL Established Growth Series
X. Xxxx Price/JNL Mid-Cap Growth Series
X. Xxxx Price/JNL Value Series
SCHEDULE B
DATED JANAURY 31, 2001
(Compensation)
X. Xxxx Price Established Growth Series
Average Daily Net Assets Annual Rate
$0 to $20 million 0.45%
$20 to $50 million 0.40%
$50 to $200 million 0.40%*
Above $200 million 0.40%
X. Xxxx Price/JNL Mid-Cap Growth Series
Average Daily Net Assets Annual Rate
$0 to $20 million 0.60%
$20 to $50 million 0.50%
$50 to $200 million 0.50%*
Above $200 million 0.50%
*When average daily net assets exceed this amount, the annual rate asterisked is
applicable to all the amounts in the X. Xxxx Price/JNL Established Growth and X.
Xxxx Price/JNL Mid-Cap Growth Series, respectively.
X. Xxxx Price/JNL Value Series
Average Daily Net Assets Annual Rate
$0 to $50 million 0.50%
Amounts over $50 million 0.40%
