INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 2nd day of May, 2005, by and between
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and ▇.▇. ▇▇▇▇▇▇ INVESTMENT MANAGEMENT
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");
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory and Management Agreement ("Management Agreement") dated as of January
31, 2001 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.
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").
During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all proxy statements, reports to
shareholders, sales literature or other materials prepared for distribution
to shareholders of each Fund, prospects of each Fund or the public that
refer to the Fund in any way, prior to the use thereof, and the Adviser
shall not use any such materials if the Sub-Adviser reasonably objects in
writing within five business days (or such other period as may be mutually
agreed) after receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that expressly
relate to the Sub-Adviser, its services and its clients. The Adviser agrees
to use its reasonable best efforts to ensure that materials prepared by its
employees or agents or its affiliates that refer to the Sub-Adviser or its
clients in any way that have been furnished to the Sub-Adviser for its
approval are consistent with those materials previously approved by the
Sub-Adviser as referenced in the first sentence of this paragraph. Sales
literature may be furnished to the Sub-Adviser by e-mail, first class or
overnight mail, facsimile transmission equipment or hand delivery.
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.
The Sub-Adviser agrees to permit the Adviser and the Trust to use its name
in the names of the Funds and when referring to the Sub-Adviser. Upon
termination of the Agreement with respect to any one Fund the Adviser will
cause such Fund to cease to use the Sub-Adviser's name in the name of the
Fund. Upon the termination of the Agreement with respect to all Funds, the
Sub-Adviser shall cease and shall cause the Funds to cease all use of the
name and marks of the Sub-Adviser and its affiliates.
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, on a discretionary basis, 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. 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, 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 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.
Adviser will not act in a manner that would result in Sub-Adviser failing
to maintain the required diversification. If the failure to diversify is
inadvertent, ▇▇▇▇▇▇▇ 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 assisted by the 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 Sub-Adviser will assist the
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 on an on-going basis to provide or cause to be provided
to the Sub-Adviser in advance and in writing, guidelines, (the
"Guidelines"), setting forth the limitations imposed on the Fund as a
result of relevant requirements under state law pertaining to insurance
products. The Sub-Adviser shall be permitted to rely on the most recent
Guidelines delivered to it. The Adviser agrees that the Sub-Adviser may
rely on the Guidelines without independent verification of their accuracy.
Adviser may amend the Guidelines upon written notice to Sub-Advisor;
provided such amendment becomes effective only upon Sub-Advisor's written
acknowledgment of its receipt of such amendment, and Sub-Advisor shall be
provided a reasonable time to comply with such amendment.
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 comply 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 report regularly to Adviser and to the Trust's 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;
d) 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;
e) 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;
f) 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;
g) will act upon reasonable instructions from Adviser not inconsistent
with the fiduciary duties and Investment Objectives hereunder;
h) except as provided in Sections 15 and 20 of this Agreement, 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. Notwithstanding the provisions of said clause, to the
extent that any market counterparty with whom the Sub-Adviser deals
requires information relating to the Fund (including, but not limited
to, the identity of the Fund and market value of the Fund), the
Sub-Adviser shall be permitted to disclose such information to the
extent necessary to effect transactions on behalf of the Fund in
accordance with the terms of this Agreement;
i) will vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder and in line with
the Sub-Adviser's proxy voting guidelines and procedures in effect
from time to time. The Adviser agrees to instruct the Fund's custodian
to forward all proxy materials and related shareholder communications
to Sub-Adviser promptly upon receipt. The Sub-Adviser shall not be
liable with regard to voting of proxies or other corporate actions if
the proxy materials and related communications are not received in a
timely manner. With respect to the JNL/JPMorgan International Equity
Fund, Sub-Adviser shall not be required to take any action or render
any advice with respect to any legal proceedings, including
bankruptcies, involving securities, or the issuers thereof, held in
the Fund on or prior to the date of this Agreement; and
j) may not consult with any other sub-adviser of the Trust concerning
transactions in securities or other assets for any investment
portfolio of the Trusts, including the Funds, except that such
consultations are permitted between the current and successor
sub-advisers of the Funds in order to effect an orderly transition of
sub-advisory duties so long as such consultations are not concerning
transactions prohibited by Section 17(a) of the 1940 Act.
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. The Trust and Adviser shall have full responsibility
for the payment of all taxes due on capital or income held or collected for
the Fund and the filing of any returns in connection therewith or otherwise
required by law. All such duties of collection, physical acquisition and
safekeeping shall be the sole obligation of the Fund's custodian. The Trust
and Adviser shall direct the Fund's custodian to comply with all investment
instructions given by Sub-Adviser with respect to the Fund. The Fund's
custodian or the Adviser will provide Sub-Adviser with details of Fund cash
flows on a daily basis. The Trust and Adviser shall provide Sub-Adviser
with reasonable advance notice of any subsequent changes in the Fund's
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 and the Adviser acknowledges that the
Sub-Adviser will effect securities and other transactions through brokers
of its choosing. 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
futures agreements entered into by the Funds to the Adviser, if applicable.
It is the Sub-Adviser's general policy in 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 brokerage placements 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.
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 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, including other investment companies and accounts following
the same investment strategy as the Fund. 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.
Sub-Adviser does not guarantee the future performance of the Fund or any
specific level of performance, the success of any investment decision or
strategy that Sub-Adviser may use, or the success of Sub-Adviser's overall
management of the Fund. The Trust and Advisor understand that investment
decisions made for the Fund by Sub-Adviser are subject to various market,
currency, economic, political and business risks, and that those investment
decisions will not always be profitable. Sub-Adviser will manage only the
assets of the Fund allocated to its management by the Adviser and in making
investment decisions for the Fund.
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.
Neither the Adviser or the Sub-Adviser shall be liable for any special,
consequential or incidental damages.
12. 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 one year from the date of its execution.
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 (the date of termination
may be less than or more than sixty days after written notice of
termination so long as the duration of the notice period is agreed upon by
the Adviser and Sub-Advisor). 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.) Section
10 and 11 herein shall survive the termination of this Agreement.
13. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
(a) The assets of the Fund may be invested in futures contracts and
consents to the Sub-Adviser's use of the alternate disclosure and
recordkeeping standards under Commodity Futures Trading Commission
Rule 4.7 with respect to such futures trading, which alternate
standards are available to the Sub-Adviser on account of each Fund's
ownership of securities of issuers not affiliated with the Funds and
other investments with an aggregate market value of at least
$2,000,000 and on account of the Trust's status as an investment
company registered under the 1940 Act (not formed for the specific
purpose of either investing in an exempt pool or opening an exempt
account);
(b) It is excluded from the definition of a commodity pool operator under
CFTC Rule 4.5, and in connection with such exemption has filed a
notice of eligibility and will provide the Sub-Adviser with a copy of
such notice of eligibility before the execution of this Agreement; and
(c) The Adviser hereby acknowledges that not less than forty-eight (48)
hours before the date it has executed this Agreement, it received from
the Sub-Adviser a copy of Part II of Sub-Advisers Form ADV, as
required by Rule 204-(3) of the Investment Advisers Act of 1940, as
amended.
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. It is understood that any information or
recommendation supplied by, or produced by, Sub-Adviser in connection with
the performance of its obligations hereunder is to be regarded by the Trust
and the Adviser 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 ▇▇▇▇ ▇▇▇) or as
agreed to by the Adviser and Sub-Adviser, the Adviser and Trust will not
disclose, in any manner whatsoever except as expressly authorized in this
Agreement, any list of securities held by the Funds until such list of
securities is filed with the Securities and Exchange Commission or mailed
out to shareholders, which filing or mailing shall not be made sooner than
30 days after quarter end, except that the Funds' top 10 holdings may be
disclosed 16 days after month end. In addition, at the of each quarter, the
Adviser may disclose, earlier than 30 days after quarter end, a list of the
securities purchased or sold by the Fund during the quarter to certain
third party data or service providers who have entered into a
confidentiality agreement with the Adviser.
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 and other written communications specified herein shall
be deemed duly given if delivered personally, if mailed (by registered or
certified mail, and postage prepaid), if sent by overnight courier service
for next business day delivery, by facsimile transmission, or by electronic
transmittal with return receipt, to the appropriate address for each party
as set forth below. Such communications shall be effective immediately (if
delivered in person or by confirmed facsimile), upon the date acknowledged
to have been received in return receipt, or upon the next business day (if
sent by overnight courier service).
(a) To Adviser:
▇▇▇▇▇▇▇ National Asset Management, LLC
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
(b) To Sub-Adviser:
▇.▇. ▇▇▇▇▇▇ Investment
Management ▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attn:
▇▇▇▇▇ ▇▇▇▇▇▇
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. ADVISER REPRESENTATIONS. The Adviser represents and warrants to Sub-Adviser
that: (i) the Adviser have full power and authority to appoint Sub-Adviser
to manage the Fund in accordance with the terms of this Agreement, (ii)
this Agreement is valid and has been duly authorized, does not violate any
obligation by which the Adviser is bound, and when so executed and
delivered, will be binding upon the Adviser in accordance with its terms
subject to applicable bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally and general principles of equity
(and the Adviser agrees to provide Sub-Adviser with evidence of such
authority as may be reasonably requested by Sub-Adviser).
20. DELEGATION TO THIRD PARTIES. Sub-Adviser may employ an affiliate or a third
party to perform any accounting, administrative, reporting and ancillary
services required to enable Sub-Advisor to perform its functions under this
Agreement. Notwithstanding any other provision of the Agreement,
Sub-Adviser may provide information about the Fund to any such affiliate or
other third party for the purpose of providing the services contemplated
under this clause. Sub-Adviser will act in good faith in the selection, use
and monitoring of affiliates and other third parties, and any delegation or
appointment hereunder shall not relieve Sub-Adviser of any of its
obligations under this Agreement.
21. Trade Settlement at Termination. Termination will be without prejudice to
the completion of any transaction already initiated. On, or after, the
effective date of termination, the Sub-Adviser shall be entitled, without
prior notice to the Adviser or the Fund, to direct the Fund's custodian to
retain and/or realize any assets of the Fund as may be required to settle
transactions already initiated, and to pay any outstanding liabilities of
the Sub-Adviser with respect to such transaction.. Following the date of
effective termination, any new transactions will only be executed by mutual
agreement between the Adviser and the Sub-Adviser.
22. Force Majeure. (a) Neither party to this Agreement shall be liable for
damages resulting from delayed or defective performance when such delays
arise out of causes beyond the control and without the fault or negligence
of the offending party. Such causes may include, but are not restricted to,
Acts of God or of the public enemy, terrorism, acts of the State in its
sovereign capacity, fires, floods, earthquakes, power failure, disabling
strikes, epidemics, quarantine restrictions, and freight embargoes.
(b) If at any time due to major fluctuations in market prices, abnormal
market conditions or any other reason outside the control of Sub-Advisor,
there shall be a deviation from the specific instructions set out in the
Fund's registration statement or Guidelines: (i) Sub-Advisor shall not be
in breach of the Fund's registration statement or Guidelines provided it
takes such steps as may be necessary to ensure compliance within 14 days
after such deviation occurs; and (ii) if, in the judgment of Sub-Advisor,
the actions described in (i) above are not in the best interests of Fund,
Sub-Advisor may, prior to the expiration of the 14 day period referred to
in (i) above, make a written recommendation to Advisor on the most
appropriate way to deal with the deviation which shall toll the deadline in
(i) above. Unless Advisor directs Sub-Advisor to the contrary within 14
days of the receipt by Advisor of the recommendation, Sub-Advisor shall be
entitled to implement its recommendation and shall not be in breach of the
Fund's registration statement or t Guidelines. Sub-Advisor does not provide
any express or implied warranty as to the performance or profitability of
the Fund or any part thereof or that any specific investment objectives
will be successfully met.
23. Customer Identification Program. To help the government fight the funding
of terrorism and money laundering activities, Sub-Advisor has adopted a
Customer Identification Program, ("CIP") pursuant to which Sub-Advisor is
required to obtain, verify and maintain records of certain information
relating to its clients. In order to facilitate Sub-Advisor's compliance
with its CIP, Advisor and Trust hereby represents and warrants that (i)
Fund's taxpayer identification number or other government issued
identification number is ▇▇-▇▇▇▇▇▇▇ for the JNL/JPMorgan International
Value Fund and ▇▇-▇▇▇▇▇▇▇,for the JNL/JPMorgan International Equity Fund
(ii) all documents provided to Sub-Advisor are true and accurate as of the
date hereof, and (iii) Advisor agrees to provide to Sub-Advisor such other
information and documents that Sub-Advisor requests in order to comply with
Sub-Advisor's CIP.
24. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
25. 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.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this __ day of _____, 200__.
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: PRESIDENT
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▇.▇. ▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By:
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Name:
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Title:
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SCHEDULE A
(Funds)
JNL/JPMorgan International Equity Fund
JNL/JPMorgan International Value Fund
SCHEDULE B
(Compensation)
JNL/JPMORGAN INTERNATIONAL EQUITY FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 million: .50%
$50 million to $200 million: .45%
$200 million to $500 million: .40%
Over $500 million: .35%
JNL/JPMORGAN INTERNATIONAL VALUE FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 million: .50%
$50 million to $200 million: .45%
$200 million to $500 million: .40%
Amounts over $500 million: .35%