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EX-99.B5-q
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this ____ day of _____________, 1997, by and
between XXXXXXX NATIONAL FINANCIAL SERVICES, INC., a Delaware Corporation and
registered investment adviser ("Adviser"), and XXXXXXX SACHS ASSET MANAGEMENT,
a separate operating division of Xxxxxxx, Xxxxx & Co., a New York limited
partnership and registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the JNL Series Trust (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations;
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the series of the Trust listed on
Schedule A hereto ("Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation
herein provided.
In the event the Adviser designates one or more series other than the
Fund with respect to which the Adviser wishes to retain the Sub-Adviser
to render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such series
shall become a Fund hereunder, and be subject to this Agreement.
2. Delivery of Documents. Adviser has or will furnish Sub-Adviser with
copies properly certified or authenticated of each of the following:
a) the Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of The Commonwealth of Massachusetts on June
1, 1994, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Declaration of
Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;
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d) the Trust's Notification of Registration on Form N-8A under
the 1940 Act as filed with the Securities and Exchange Commission
(the "SEC") and all amendments thereto;
e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended ("1933 Act") and under the 1940
Act as filed with the SEC and all amendments thereto insofar as such
Registration Statement and such amendments relate to the Fund; and
f) the Trust's most recent prospectus and Statement of
Additional Information (collectively called the "Prospectus").
Adviser will furnish the Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing, in
particular, amendments to the Prospectus shall be furnished to the
Sub-Adviser in advance to the extent that the Fund is impacted by
the Amendment.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment program
in respect of, and make investment decisions for, all assets of the Fund
and place all orders for the purchase and sale of securities, all on
behalf of the Fund. In the performance of its duties, Sub-Adviser will
satisfy its fiduciary duties to the Fund (as set forth below), and will
monitor the Fund's investments, and will comply with the provisions of
Trust's Declaration of Trust and By-Laws, as amended from time to time,
and the stated investment objectives, policies and restrictions of the
Fund. 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 Fund and to consult with each other regarding
the investment affairs of the Fund. Sub-Adviser will report to the Board
of Trustees and to Adviser with respect to the implementation of such
program. Sub-Adviser is responsible for compliance with the provisions of
Section 817(h) of the Internal Revenue Code of 1986, as amended,
applicable to the Fund; however, the Adviser agrees to inform the
Sub-Adviser of any and all applicable state insurance law restrictions on
investments that operate to limit or restrict the investments the Fund may
otherwise make, and to inform the Sub-Adviser promptly of any changes in
such requirements.
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
Securities and Exchange Commission in all material respects and in
addition, and to the extent notified as set forth above with respect
to applicable state insurance laws, will conduct its activities
under this Agreement in accordance with any applicable regulations
of any governmental authority pertaining to its investment advisory
activities;
c) will place orders pursuant to its investment determinations
for the Fund either directly with the issuer or with any broker or
dealer, including an affiliated broker-dealer which is a member of a
national securities
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exchange as permitted in accordance with guidelines established
by the Board of Trustees. 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. Therefore, the
Sub-Adviser is authorized to consider such services provided to the
Fund and other accounts over which Sub-Adviser or any of its
affiliates exercises investment discretion and to place orders for
the purchase and sale of securities for the Fund with such brokers,
subject to review by the Board of Trustees from time to time with
respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful
to Sub-Adviser in connection with its services to other clients.
Sub-Adviser may, on occasions when it deems the purchase or sale of
a security to be in the best interests of the Fund as well as its
other clients, aggregate, to the extent permitted by applicable laws
and rules, the securities to be sold or purchased in order to obtain
the most favorable execution and net price. In such event,
allocation of the securities so purchase or sold, as well as the
expenses incurred in the transaction, will be made by Sub-Adviser in
the manner it considers to be the most equitable and consistent with
its obligations to the Fund and to such other clients. Sub-Adviser
is not, however, required to aggregate securities orders. In no
instance will portfolio securities be purchased from or sold to the
Adviser, Sub-Adviser or any affiliated person of either the Trust,
Adviser, or Sub-Adviser, except as may be permitted under the 1940
Act. In addition, joint repurchase or other accounts may not be
utilized by the Fund except to the extent permitted under any
exemptive order obtained by the Sub-Adviser provided that all
conditions of such order are complied with;
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 a regular basis at reasonable times the management of the Fund,
including, without limitation, review of the general investment
strategies of the Fund, the performance of the Fund in relation to
standard industry indices, interest rate considerations and general
conditions affecting the marketplace and will provide various other
reports from time to time as reasonably requested by Adviser;
e) will prepare and maintain such books and records with respect
to the Fund's securities transactions and will furnish Adviser and
Trust's Board of Trustees such periodic and special reports as the
Board or Adviser may request;
f) will act upon instructions from Adviser not inconsistent with
the fiduciary duties hereunder;
g) will treat confidentially and as proprietary information of
Trust all such records and other information relative to Trust
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder,
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provided that the Sub-Adviser may disclose any information
otherwise required to be kept confidential pursuant to this
subsection (i) to it employees, agents, affiliates and counsel on a
need-to-know basis, (ii) to its examiners, auditors or accountants
or any other governmental agency or similar authority exercising
jurisdiction over it, (iii) as may be required by applicable law,
legal process or in connection with any litigation arising out of
the subject matter of this Agreement, and (iv) to the extent that
such information is otherwise made public and such disclosure is not
in breach of any confidentiality restriction; and
h) will vote proxies received in connection with securities held
by the Fund consistent with its 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 taxes, brokerage
commissions and other transaction costs, if any) purchased for the Fund.
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(b)(5),(6),(7),(9) and (10) 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 on the average daily net assets in
the Fund or Funds excluding the net assets representing capital
contributed by Xxxxxxx National Life Insurance Company 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.
For the purpose of accruing compensation, the net assets of the Fund will
be determined in the manner provided in the then-current prospectus of
the Fund. In the event of termination of this Agreement, all
compensation due to Sub-Adviser through the date of termination will be
calculated on a pro-rated basis through the date of termination and paid
on the first business day after the next succeeding month end.
The Sub-Adviser represents and warrants that in no event shall the
Sub-Adviser provide substantially the same investment advisory services
to any client (excluding any existing proprietary product or client of
the Sub-Adviser or any of its affiliates) comparable to the Fund being
managed under this Agreement at a composite rate of compensation less
than that provided for herein.
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 Fund and one or more other
investment advisory clients of Sub-Adviser have available
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funds for investment, investments selected 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 position that the
participating Fund may obtain in a particular security. Adviser and
Board of Trustees also understand that Sub-Adviser and its affiliates may
give advice and take action with respect to any of its other clients or
for its own account which may differ from the timing or nature of action
taken by Sub-Adviser with respect to the Fund. Nothing in this Agreement
imposes upon Sub-Adviser any obligation to purchase or sell or to
recommend for purchase or sale, with respect to the Fund, any security
which Sub-Adviser or its partners, officers, employees or affiliates may
purchase or sell for its or their own account(s) or for the account of
any other client. 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.
8. Standard of Care and Limitation of Liability. The Sub-Adviser shall
exercise its best judgment and shall act in good faith in rendering the
services pursuant to this Agreement.
Sub-Adviser, its officers, partners, managing directors, employees,
agents or affiliates ("associated persons") will not be subject to any
liability to the Adviser or the Fund or their trustees, directors,
officers, employees, agents or affiliates for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with
the performance of Sub-Adviser's duties under this Agreement or as a
result of the failure by the Adviser, or any of its affiliates, to comply
with this Agreement and/or any applicable insurance laws and rules,
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. Notwithstanding Section 8 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Adviser, any
affiliated person of the Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Adviser (all of such persons being referred to as "Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities, or
litigation (including reasonable legal and other expenses) to which an
Adviser Indemnified Person may become subject under the 1933 Act, 1940
Act, the Investment Advisers Act of 1940, 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 and to the Trust
which (1) may be based upon any misfeasance, malfeasance, or nonfeasance
by the Sub-Adviser, any of its employees or representatives, or any
affiliate of or any person acting on behalf of the Sub-Adviser, (2) may be
based upon a failure to comply with Section 3 of this Agreement, or (3)
may be based upon any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a material
fact known or which should have been 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
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Trust, or any affiliated person of the Adviser or Trust by the
Sub-Adviser or any affiliated person of the Sub-Adviser; 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.
The Adviser hereby indemnifies, defends and protects Sub-Adviser and
holds Sub-Adviser and its associated persons harmless from and against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) arising out of any breach by Adviser
of any representation or agreement contained in this Agreement (including
any failure by the Adviser to apprise Sub-Adviser of any changes in any
applicable state insurance laws and rules).
10. Duration and Termination. This 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 such date.
Thereafter, if not terminated as to a Fund, this Agreement will continue
in effect as to a Fund for successive periods of 12 months, provided that
such continuation is specifically approved at least annually by the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of such Fund, and in either event approved also by a
majority of the Trustees of the Trust who are not interested persons of
the Trust, or of the Adviser, or of the Sub-Adviser. Notwithstanding the
foregoing, this Agreement may be terminated as to a Fund at any time,
without the payment of any penalty, on sixty days' written notice by the
Trust or Adviser, or on 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 meanings
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. Reference to Sub-Adviser. Neither Adviser nor the Trust will publish or
distribute any information, including but not limited to registration
statements, advertising or promotional material, regarding the provision
of investment advisory services by Sub-Adviser pursuant to this Agreement,
or use in advertising, publicity or otherwise the name of Sub-Adviser or
any of its affiliates, or any trade name, trademark, trade device, service
xxxx, symbol or any abbreviation, contraction or simulation thereof of
Sub-Adviser or its affiliates without the prior written consent of
Sub-Adviser. Notwithstanding the foregoing, Adviser may distribute
information regarding the provision of investment advisory services by
Sub-Adviser to the Trust's Board of Trustees ("Board Materials") without
the prior written consent of Sub-Adviser.
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14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will be
binding upon and shall inure to the benefit of the parties hereto.
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under, the
Declaration of Trust, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to
any and all amendments thereto so filed or hereafter filed. The
obligations of the "JNL Series Trust" entered in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually but only in such capacities and are not binding upon any of
the Trustees, Shareholders or representatives of the Trust personally,
but bind only the assets of the Trust, and persons dealing with the Fund
must look solely to the assets of the Trust belonging to such Fund for
the enforcement of any claims against Trust. Sub-Adviser and its
affiliates will not, without the prior written consent of Adviser,
solicit for employment, or hire or retain as a consultant,
representative, agent or adviser, any person who is now employed by or
acting as a representative or agent for Adviser or Adviser's affiliates
(including, without limitation, Xxxxxxx National Life Distributors, Inc.)
The business unit within Sub-Adviser responsible for sub-advisory
relationships will not, without the prior written consent of Adviser,
solicit for employment, initiate a recommendation of employment or hire
or retain as a consultant, representative, agent or adviser, any person
who is now employed by or acting as a representative or agent for Adviser
or Adviser's affiliates (including, without limitation, Xxxxxxx National
Life Distributors, Inc.)
15. Representations and Warranties of the Sub-Adviser.
The Sub-Adviser hereby represents that this Agreement does not violate
any existing agreements between the Sub-Adviser and any other party.
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940,
as amended and has provided to the Adviser a copy of its most recent Form
ADV as filed with the Securities and Exchange Commission.
The Sub-Adviser further represents that is has reviewed the
post-effective amendment to the Registration Statement for the Trust
filed with the Securities and Exchange Commission that contains
disclosure about the Sub-Adviser, and represents and warrants that, with
respect to the disclosure about the Sub-Adviser or information relating,
directly or indirectly, to the Sub-Adviser, such Registration Statement
contains, as of the date hereof, no untrue statement of any material fact
and does not omit any statement of a material fact which was required to
be stated therein or necessary to make the statements contained therein
not misleading.
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this ____ day of _________________, 199_.
XXXXXXX NATIONAL FINANCIAL
SERVICES, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: President
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XXXXXXX SACHS ASSET MANAGEMENT, A SEPARATE
OPERATING DIVISION OF XXXXXXX, XXXXX & CO.
By: Xxxxxxx, Sachs & Co.
By:
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Name:
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Title:
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SCHEDULE A
(Fund)
XXXXXXX XXXXX/JNL GROWTH & INCOME SERIES
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SCHEDULE B
(Compensation)
XXXXXXX SACHS/JNL GROWTH & INCOME SERIES
Average Daily Net Assets Annual Rate
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0 to $50 Million: .50%
$50 Million to $200 Million: .45%
$200 Million to $350 Million: .40%
Amounts over $350 Million: .35%
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