EX-99.23(d)(103)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this ______ day of ______________, 2006, by and
between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and WESTERN ASSET
MANAGEMENT COMPANY, a [INSERT STATE] 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 establish 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 undertake the
duties to the Fund 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.
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 all
matters and respects 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
Funds either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Sub-Adviser will attempt
to obtain the best combination of prompt execution of orders in an
effective manner and at the most favorable price. Consistent with this
obligation, when the execution and price offered by two or more
brokers or dealers are comparable Sub-Adviser may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers
who provide the Sub-Adviser with research advice and other services.
In no instance will portfolio securities be purchased from or sold to
the Adviser, Sub-Adviser or any entity which to the knowledge of the
Adviser or Sub-Adviser is an affiliated person of either the Trust,
Adviser, or Sub-Adviser, except as may be permitted under the 1940
Act;
(d) will report regularly to Adviser and to the Board of Trustees and will
make appropriate persons available for the purpose of reviewing with
representatives of Adviser and the Board of Trustees on 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 reasonably requested by Adviser;
(e) 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 the Board or
Adviser may reasonably request;
(f) 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;
(g) will receive the research and recommendations of Adviser with respect
to the investment and reinvestment of the assets of the Funds.
4. EXPENSES. During the term of this Agreement, Sub-Adviser, at its expense,
will furnish (i) all necessary investment and management facilities,
including salaries of personnel required for it to execute its duties and
(ii) administrative facilities, including bookkeeping, clerical personnel
and equipment necessary for the efficient conduct of the investment affairs
of the Funds as set forth in this Agreement.
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 capacities, provided
that whenever the Funds 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, but Sub-Adviser cannot assure, and
assumes no responsibility for equality among all accounts and customers.
Sub-Adviser shall be permitted to bunch or aggregate orders for the Fund(s)
with orders for other funds and accounts, and transactions in such
securities will be made insofar as feasible, for all funds and accounts in
a manner deemed equitable to all. Adviser recognizes, and has advised
Trust's Board of Trustees, that in some cases this procedure may adversely
affect the size of the position or price 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
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.
By reason of the Sub-Adviser's investment advisory activities and the
investment banking and other activities of its affiliates, the Sub-Adviser
may acquire confidential information or be restricted from initiating
transactions in certain securities. The Adviser acknowledges and agrees
that the Sub-Adviser will not be free to divulge to the Adviser, or to act
upon, any such confidential information with respect to the Sub-Adviser's
performance of this Agreement and that, due to such a restriction, the
Sub-Adviser may not initiate a transaction the Sub-Adviser otherwise might
have initiated.
8. LIMITATION OF LIABILITY. Adviser will not take any action against
Sub-Adviser to hold Sub-Adviser 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, 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 claim against, loss or liability to such other party
(including reasonable attorneys' fees) 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.
15. PROPRIETARY RIGHTS. Adviser agrees and acknowledges that Sub-Adviser is the
sole owner of the name and xxxx "Xxxxxxx Xxxxxxxx Asset Management Inc" and
that all use of any designation comprised in whole or part of Salomon
Brothers Asset Management Inc under this Agreement shall inure to the
benefit of Sub-Adviser. The Sub-Adviser hereby authorizes the use of the
name and xxxx Xxxxxxx Brothers Asset Management Inc as set forth in
Schedule A on behalf of the Funds. Adviser shall not, and Adviser shall use
its best efforts to cause the Funds not to, without the prior written
consent of Sub-Adviser, make representations regarding Sub-Adviser in any
disclosure document, advertisement or sales literature or other materials
promoting the Funds. Upon expiration or termination of this Agreement for
any reason, Adviser shall as promptly as practicable cause the Funds to
cease, all use of any designation comprised in whole or in part of Salomon
Brothers Asset Management Inc as soon as reasonably practicable.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this _____ day of ___________, 2006.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By:
Name: XXXXXX X. XXXXXXX
Title: PRESIDENT
WESTERN ASSET MANAGEMENT COMPANY
By:
Name:
Title:
SCHEDULE A
DATED ____________, 2006
(Funds)
JNL/Western U. S. Government & Quality Bond Fund
JNL/Western Strategic Bond Fund
JNL/Western High Yield Bond Fund
SCHEDULE B
DATED _____________, 2006
(Compensation)
JNL/Western HIGH YIELD BOND FUND
Average Daily Net Assets Annual Rate
0 to $50 Million: .35%
$50 Million to $100 Million: .30%
Amounts over $100 Million: .25%
JNL/Western STRATEGIC BOND FUND
Average Daily Net Assets Annual Rate
0 to $50 Million: .375%
$50 Million to $150 Million: .350%
$150 Million to $300 Million: .300%
$300 Million to $500 Million: .300%
Amounts over $500 Million: .250%
JNL/Western U. S. GOVERNMENT & QUALITY BOND FUND
Average Daily Net Assets Annual Rate
0 to $50 Million: .225%
$50 Million to $150 Million: .225%
$150 Million to $300 Million: .175%
$300 Million to $500 Million: .150%
Amounts over $500 Million: .100%
