EX-99.d41
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 31st day of January 2001, by and between
▇▇▇▇▇▇▇ National Asset Management, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, INC., 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"); 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;
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.
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; provided, however, that the Sub-Adviser shall
not be responsible where the non-compliance of the Fund with Section
817(h) of the Internal Revenue Code of 1986, as amended, is directly
caused by the failure of a registered investment company in which the
Fund invests to comply with such Section.
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 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 be the responsibility of the Adviser to execute all
portfolio transactions for the Fund and that the Adviser will
direct all incoming cash, maintain the allocations as directed by
the Sub-Adviser and provide all required financial reporting;
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 reasonably 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, 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; 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 brokerage
commission, if any) purchased for the Fund (to the extent the
foregoing is applicable).
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. Subject to the preceding sentence,
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 in accordance with Schedule B hereto, accrued daily
and payable monthly on the average daily net assets in the Fund or
Funds excluding the net assets representing capital contributed by
▇▇▇▇▇▇▇ National Life Insurance Company (i.e., seed money). From time
to time, the Sub-Adviser may, but shall not be obligated to, agree to
waive or reduce some or all of the compensation to which it is
entitled under this Agreement. Any and all payments to the Sub-Adviser
hereunder shall be accompanied by a statement setting forth the basis
for its calculation.
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 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. 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, directors, employees, agents or affiliates
will not be subject to any liability to the Adviser or the Fund or
their 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, 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 Sub-Adviser each agree to indemnify and
hold harmless the other and its officers, directors, employees, agents
and affiliates 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.
In addition, Adviser agrees to indemnify and hold harmless the
Sub-Adviser and its officers, directors, employees, agents and
affiliates against any and all judgments, damages, costs or losses of
any kind (including reasonable attorneys' fees) incurred as a result
of any action or proceeding that arises out of or relates to this
Agreement or the Fund and which does not result in a finding that the
Sub-Adviser was negligent or at fault.
As a condition to a party's right to indemnification hereunder, the
indemnified party shall be required to (a) notify the indemnifying
party promptly of any claim, action or proceeding to which it is
entitled to be indemnified hereunder, (b) grant the indemnifying party
sole control of the defense and/or settlement thereof and (c)
cooperate with the indemnifying party in the defense thereof.
10. Duration and Termination. This Agreement will become effective as to a
Fund upon execution or, if later, the date that initial capital for
such Fund is first provided to it and, unless sooner terminated as
provided herein, will continue in effect until March 31, 2002.
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
ninety days' written notice by the Sub-Adviser. This Agreement will
immediately terminate in the event of its assignment by either party.
(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. 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.
14. 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.
15. 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.
▇▇▇▇▇▇▇ National Asset Management, LLC
By:
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, INC.
By:
Name:
Title:
SCHEDULE A
DATED JANUARY 31, 2001
(Funds)
JNL/S&P Conservative Growth Series I JNL/S&P Moderate Growth Series I JNL/S&P
Aggressive Growth Series I JNL/S&P Very Aggressive Growth Series I JNL/S&P
Equity Growth Series I JNL/S&P Equity Aggressive Growth Series I JNL/S&P
Conservative Growth Series II JNL/S&P Moderate Growth Series II JNL/S&P
Aggressive Growth Series II JNL/S&P Very Aggressive Growth Series II JNL/S&P
Equity Growth Series II JNL/S&P Equity Aggressive Growth Series II JNL/S&P
Conservative Growth Series JNL/S&P Moderate Growth Series JNL/S&P Aggressive
Growth Series
SCHEDULE B
DATED JANUARY 31, 2001
(Compensation)
JNL/S&P Conservative Growth Series I
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Moderate Growth Series I
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Aggressive Growth Series I
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Very Aggressive Growth Series I
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Growth Series I
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Aggressive Growth Series I
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Conservative Growth Series II
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Moderate Growth Series II
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Aggressive Growth Series II
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Very Aggressive Growth Series II
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Growth Series II
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Equity Aggressive Growth Series II
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Conservative Growth Series
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Moderate Growth Series
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P Aggressive Growth Series
Average Daily Net Assets Annual Rate
0 to $500 Million: .10%
Amounts over $500 Million: .075%