EX-99p.3 CODE ETH
CODE OF ETHICS
JACKSON NATIONAL FINANCIAL SERVICES, LLC
JNL SERIES TRUST
JNL VARIABLE FUND LLC
JNL VARIABLE FUND III LLC
JNL VARIABLE FUND IV LLC
JNL VARIABLE FUND V LLC
JNLNY VARIABLE FUND I LLC
JNLNY VARIABLE FUND II LLC
JNL INVESTORS SERIES TRUST
Purpose
The Board of Directors of Jackson National Financial Services, LLC, the
Board of Trustees of the JNL Series Trust, the Board of Trustees of JNL
Investors Series Trust (JNL Series Trust and JNL Investors Series Trust
are collectively referred to herein as the "Trust") and the Board of
Managers of each of the JNL Variable Fund LLC, the JNL Variable Fund
III LLC, the JNL Variable Fund IV LLC, the JNL Variable Fund V LLC, the
JNLNY Variable Fund I LLC, and the JNLNY Variable Fund II LLC (each a
"Fund", collectively the "Funds") have adopted this Code of Ethics
("Code") in accordance with the provisions of Rule 17j-1 under the
Investment Company Act of 1940 ("Act"). Its purpose is to govern the
personal investment activities of those persons who are involved in, or
who are in a position to gain information regarding, investment
recommendations and decisions with respect to the portfolio activities
of the Trust or a Fund. Each such person is hereby required to conduct
his or her personal securities transactions in accordance with this
Code and in such a manner as to avoid any actual or potential conflict
of interest or any abuse of such person's position of trust and
responsibility. Further, no such person shall take inappropriate
advantage of his or her position with the Trust or a Fund; and each
such person shall be under a duty at all times to place the interests
of the shareholders of the Trust or a Fund, as applicable, before his
or her own interests.
Section 1 - Definitions
(a) "Access person" means any trustee, manager (with respect to the Funds),
officer, or advisory person of the Trust or a Fund or of the Trust or
Fund's investment adviser; and any employee of the Trust or a Fund or
of any company in a control relationship to the Trust or a Fund, who,
in connection with his regular functions or duties, obtains information
regarding the purchase or sale of a Security by the Trust or a Fund,
and any natural person in a control relationship to the Trust or a Fund
who obtains information concerning recommendations made to the Trust or
a Fund with regard to the purchase or sale of a Security.
However, a person does not become an Access person simply by virtue of
the following:
(i) normally assisting in the preparation of public reports, or
receiving public reports, but not receiving information about
current recommendations or trading; or
(ii) a single instance of obtaining knowledge of current
recommendations or trading activity, or infrequently and
inadvertently obtaining such knowledge.
The Compliance officer shall determine those persons who are Access
persons of the Trust or a Fund.
(b) "Advisory person" means any employee of the Trust or a Fund or
investment adviser or of any company in a control relationship to the
Trust or a Fund or investment adviser, or any natural person in a
control relationship to the Trust or a Fund or investment adviser, who,
in connection with his or her regular functions or duties makes,
participates in or obtains information regarding the purchase or sale
of a Security by the Trust or a Fund, or whose functions relate to the
making of any recommendations or providing information or advice to the
Trust or a Fund with respect to such purchases or sales.
(c) A "Security held or to be acquired" by the Trust or a Fund means any
Security which, within the most recent 15 days, (i) is or has been held
by the Trust or a Fund, as applicable, or (ii) is being or has been
considered by the Trust or a Fund for purchase, as applicable.
(d) "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all Securities which an
Access person has or acquires.
(e) "Control" means the power to exercise a controlling influence over the
management or policies of the Trust or a Fund, unless such power is
solely the result of an official position with the Trust or a Fund.
(f) "Disinterested person" means a trustee of the Trust or a member of the
Board of Managers of a Fund who is not an "interested person" of the
Trust or Fund, as applicable, within the meaning of Section 2(a)(19) of
the Act.
(g) "Purchase or sale of a Security" includes, inter alia, the
writing of an option to purchase or sell a Security.
(h) "Security" shall have the meaning set forth in Section 2(a)(36) of the
Act, except that it shall not include shares of registered open-end
investment companies, Securities issued by the Government of the United
States, short term debt Securities which are "Government Securities"
within the meaning of Section 2(a)(16) of the Act, bankers'
acceptances, bank certificates of deposit, commercial paper, and such
other money market instruments as may be designated by the applicable
Board.
(i) A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the recommendation,
when such person seriously considers making such a recommendation.
(j) "Personal investment transaction" means a transaction by an Access
person for the direct or indirect purchase or sale of a Security in
which such Access person has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership.
(k) "Compliance officer" means an officer of the Trust or a Fund, as
applicable, responsible for administering this Code.
(l) "Investment Personnel" of the Trust or a Fund or of the Trust or Fund's
investment adviser means (i) any employee of the Trust, Fund or
investment adviser (or of any company in a control relationship to the
Trust, Fund or investment adviser) who, in connection with his or her
regular function or duties, makes or participates in making
recommendations regarding the purchase or sale of Securities by the
Trust or Fund; or (ii) any natural person who controls the Trust, Fund
or investment adviser and who obtains information concerning
recommendations made to the Trust or Fund regarding the purchase or
sale of Securities by the Trust or Fund.
(m) A "Limited Offering" means an offering that is exempt from registration
under the Securities Act of 1933, pursuant to Section 4(2) or Section
4(6) or pursuant to Rules 504, 505 or 506 under the Securities Act of
1933.
Section 2 - Prohibited Purchases and Sales
(a) It is a policy of the Trust and each Fund that information with respect
to current portfolio transactions of the Trust or Fund, as applicable,
be kept confidential. No Access person shall take personal advantage of
any information concerning prospective or actual portfolio transactions
in any manner which might prove detrimental to the interests of the
Trust or Fund.
(b) No Access person shall use his position to gain personal benefit
through work relationships. No such person shall attempt to cause the
Trust or a Fund to purchase, sell or hold a particular security when
that action may reasonably be expected to create a personal benefit to
the Access person.
(c) No Access person shall, in connection with the purchase or sale,
directly or indirectly, by such person of a Security held or to be
acquired by the Trust or a Fund:
(i) Employ any device, scheme or artifice to defraud the Trust or
a Fund;
(ii) Make to the Trust or a Fund any untrue statement of a material
fact or omit to state to the Trust or a Fund a material fact
necessary in order to make the statements made, in light of
the circumstances under which they are made, not misleading;
(iii) Engage in act, practice, or course of business which operates
or would operate as a fraud or deceit upon the Trust or a
Fund; or
(iv) Engage in any manipulative practice with respect to the Trust
or a Fund.
(d) No Access person shall engage in a Personal investment transaction with
respect to any Security which to his or her actual knowledge at the
time of such transaction:
(i) is being considered for purchase or sale by the Trust or a
Fund, as applicable, or any other investment company for whom
the investment adviser to the Trust or a Fund or any of its
sub-advisers serves as investment adviser; or
(ii) is the subject of a pending buy or sell order by the Trust or
a Fund or any other investment company for which the
investment adviser or any of its sub-advisers serves as
investment adviser.
(e) No Advisory person shall:
(i) engage in any Personal investment transaction for the
acquisition of a Security in an initial public offering;
(ii) profit from the purchase and sale, or sale and purchase, of
the same (or equivalent) Securities within 60 calendar days.
Any profits realized on such short term trades shall be
disgorged to the appropriate Series of the Trust or Fund, or
as otherwise determined by the appropriate Board;
(iii) receive any gift or other thing of more than de minimis value
from any person or entity that does business with or on behalf
of the Trust or a Fund;
(iv) serve on the board of directors of any publicly traded
company, unless prior authorization therefor by the applicable
Board has been given after a determination by the Board that
such service is consistent with the interests of the Trust or
a Fund and its shareholders. Where such approval is given,
such Advisory person is prohibited, during the period of such
service and for a 6 month period thereafter from (1) engaging
in any communication regarding such company with any other
Advisory person, and (2) causing any Series with respect to
which he or she is an Advisory person to purchase any security
issued by such company; or
(v) participate in any consideration of whether the Trust or a
Fund should invest in securities of an issuer in which such
Advisory person has invested through a Limited Offering
without disclosing such investment of the Advisory person to
the other participants. Under such circumstances, the decision
to purchase securities of the issuer by the Trust or a Fund
shall be subject to the independent review by appropriate
Advisory persons (or corresponding personnel of the investment
adviser or appropriate sub-adviser) having no personal
interest in the matter.
(f) No Investment Personnel of the Trust, Fund or investment adviser may
directly or indirectly acquire beneficial ownership in any securities
in a Limited Offering without prior approval from the Trust, Fund or
investment adviser.
Section 3 - Exempted Transactions
(a) The prohibitions of Sections 2(d) and 2(e) of this Code shall not apply
to:
(i) Purchases or sales effected in any account over which the
Access person has no direct or indirect influence or control.
(ii) Purchases or sales of Securities which are non-volitional on
the part of either the Access person or the Trust or a Fund,
as applicable.
(iii) Purchases which are part of an automatic dividend reinvestment
plan.
(iv) Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
(v) Purchases or sales which are only remotely potentially harmful
to the Trust or a Fund because they would be very unlikely to
affect a highly institutional market, or clearly are not
related economically to the Securities to be purchased, sold
or held by the Trust, as determined by the Board of Trustees.
(b) The prohibitions of Sections 2(d), 2(e)(iii), 2(e)(iv), and 2(e)(v) of
this Code shall not apply to:
(i) Purchases or sales of Securities which are not eligible for
purchase or sale by the Trust or a Fund.
Section 4 - Reporting Requirements of Access Persons
(a) Unless excepted by Section 4(b) of this Code, every Access person of
the Trust or Fund and every Access person of an investment adviser for
the Trust or Fund shall report to the Trust or Fund or investment
adviser:
(i) Initial Holdings Report. No later than 10 days after the
person becomes an Access person, the following
information:
(A) The title, number of shares and principal amount of
each Security in which the Access person had any
direct or indirect beneficial ownership when the
person became an Access person;
(B) The name of any broker, dealer or bank with whom the
Access person maintained an account in which any
securities were held for the direct or indirect
benefit of the Access person as of the date the
person became an Access person; and
(C) The date that the report is submitted by the Access person.
(ii) Quarterly Transaction Reports. No later than 10 days after the
end of the calendar quarter, the
following information:
(A) With respect to any transaction during the quarter in
a Security in which the Access person had any direct
or indirect beneficial ownership:
(1) The date of the transaction, the title, the
interest rate and maturity date (if
applicable), the number of shares and the
principal amount of each Security involved;
(2) The nature of the transaction (i.e.,
purchase, sale or any other type of
acquisition or disposition); (3) The price
of the Security at which the transaction was
effected; (4) The name of the broker, dealer
or bank with or through which the
transaction was effected; and (5) The date
that the report is submitted by the Access
person.
(B) With respect to any account established by the Access
person in which any securities were held during the
quarter for the direct or indirect benefit of the
Access person:
(1) The name of the broker, dealer or bank with
whom the Access person established the
account;
(2) The date the account was established; and
(3) The date that the report is submitted by the
Access person.
(iii) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than
30 days before the report is submitted):
(A) The title, number of shares and principal amount of
each Security in which the Access person had any
direct or indirect beneficial ownership;
(B) The name of any broker, dealer or bank with whom the
Access person maintains an account in which any
securities are held for the direct or indirect
benefit of the Access person; and
(C) The date that the report is submitted by the Access
person.
Any such reports may contain a statement that the report shall not be construed
as an admission by the person making such report that he or she has any direct
or indirect beneficial ownership in the Security to which the report relates.
(b) Exceptions from Reporting Requirements
(i) An Access person shall not be required to make a report with
respect to transactions effected for any account over which
such person does not have any direct or indirect influence, or
Security transactions which are not eligible for purchase or
sale by the Trust or a Fund, as applicable.
(ii) An Access person need not make a Quarterly Transaction Report
if the report would duplicate information contained in broker
trade confirmations or account statements received by the
Trust, Fund or investment adviser with respect to the Access
person (a) if made in the same time period as required for
such Quarterly Transaction Reports and (b) if all of the
information required for such reports is contained in the
broker trade confirmations or account statements, or in the
records of the Trust, Fund or investment adviser.
(iii) A Disinterested person need not make:
(A) Initial Holdings Reports and Annual Holdings Reports;
or
(B) A Quarterly Transaction Report unless the
Disinterested person, at the time of that
transaction, knew or, in the ordinary course of
fulfilling his or her official duties as a trustee of
the Trust or member of the Board of Managers of a
Fund, should have known that, during the 15-day
period immediately preceding or after the date of the
transaction, such Security was purchased or sold by
the Trust or Fund or was being considered by the
Trust or Fund or its investment adviser for purchase
or sale by the Trust or Fund, as applicable.
(c) Notification of Reporting Obligations. Each Trust, Fund and investment
adviser must identify all Access persons who are required to make
reports under this Code and must inform such persons of their reporting
obligations.
Section 5 - Compliance Procedures
(a) No Access person, except a Disinterested person, shall engage in a
Personal investment transaction unless such transaction has been
submitted to, and approved by, the Compliance officer in advance of the
transaction. The Compliance officer shall make all such approvals only
after making a determination that the proposed transaction would not be
inconsistent with this Code. For purposes of the preceding sentence,
the prohibitions of Section 2(d) shall be applied without regard to the
requirement of actual knowledge contained in such Section. In the case
of a proposed Personal investment transaction for the acquisition by an
Advisory person of a Security in a Limited Offering, the Compliance
officer shall confer with appropriate representatives of the investment
adviser to determine whether such investment opportunity should be
reserved for the Trust or a Fund, as applicable; and the Compliance
officer shall not approve such transaction if it appears to him or her,
after appropriate inquiry, that (1) the opportunity should be reserved
for the Trust or a Fund; or (2) such opportunity has been offered to
the Advisory person by virtue of his or her position with the Trust or
a Fund.
(b) Every Access person, other than a Disinterested person, shall direct
each broker through whom he or she engages in any Personal investment
transaction to supply the Compliance officer with duplicate copies of
(1) all confirmations of such transactions, and (2) periodic statements
of all securities accounts. Such directives shall require the broker to
transmit such duplicate copies within five days after the original has
been transmitted to such Access person.
(c) Each Access person shall certify annually that such Access person:
(i) has read and understands this Code;
(ii) recognizes that he or she is subject thereto;
(iii) has complied with all requirements thereof; and
(iv) has disclosed or reported all Personal investment transactions
required to be disclosed or reported pursuant to the
requirements thereof.
(d) The Compliance officer shall formulate and implement procedures to
carry out the provisions of this Code, including the adoption of
appropriate questionnaires and reporting forms reasonably designed to
provide sufficient information to determine whether any provisions of
this Code are violated. Such procedures shall include procedures
reasonably necessary to monitor the Securities trading activities of
Access persons after approval of Personal investment transactions
pursuant to Section 5(a) of this Code. The Compliance officer shall
prepare an annual report to the Boards of Trustees and Managers (1)
summarizing the existing procedures concerning personal investing by
Access persons, including any changes made to such procedures during
the period covered by the report; (2) identifying any violations
requiring significant remedial action during such period; (3)
identifying any recommended changes in existing procedures based upon
the Trust's or Fund's experience under this Code, evolving industry
practices, or developments in applicable laws or regulations; and (4)
certifying that the Trust, Fund and investment adviser have adopted
procedures reasonably necessary to prevent Access persons from
violating this Code.
(e) Any person becoming aware of a violation or an apparent violation of
this Code of Ethics shall report such matter to the appropriate Board.
Section 6 - Sanctions
The Board shall review any violation or apparent violation of this Code of
Ethics and may adopt and apply whatever sanctions it may determine appropriate
in respect of such violation, including, inter alia, a letter of censure or
suspension or termination of the employment of the violator.
Section 7 - Record Maintenance
(a) Each of the Trust and Fund shall, at its principal place of business,
maintain records in the following manner:
(i) A copy of this Code of Ethics and any Code of Ethics adopted
pursuant to Rule 17j-1 under the Act which within the past
five years has been in effect, shall be preserved in an easily
accessible place;
(ii) A record of any violation of this Code of Ethics, and of any
action taken as a result of such violation, shall be preserved
in an easily accessible place for a period of not less than
five years following the end of the fiscal year in which the
violation occurs;
(iii) A copy of each report made by an Access person pursuant to
this Code of Ethics shall be preserved for a period of not
less than five years from the end of the fiscal year in which
it is made, the first two years in an easily accessible place;
(iv) A list of all persons who are, or within the past five years
have been, required to make reports pursuant to this Code of
Ethics, or who are or were responsible for reviewing these
reports, shall be maintained in an easily accessible place;
(v) A copy of such prior clearance procedure for securities
transactions as the Compliance officer shall from time to time
determine.
(vi) A copy of each report required by Section 5 (d) of this Code
shall be maintained for at least five years after the end of
the fiscal year in which it is made, the first two years in an
easily accessible place.
(b) The Trust, Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to approve the
acquisition by Investment Personnel of Securities under Section 2(f) of
this Code, for at least five years after the end of the fiscal year in
which the approval is granted.
Section 8 - Investment Advisers
Personnel of the investment adviser or any sub-adviser of the Trust or a Fund
who are "Access persons" may, as an alternative to complying with the foregoing
provisions of this Code, comply with the requirements of a code of ethics
adopted pursuant to Rule 17j-1 under the Act by such investment adviser or
sub-adviser; provided that:
(a) Such code of ethics meets the requirements of Rule 17j-1 under the Act;
(b) Such code of ethics applies to the activities of the Access person as
they relate to the Trust; and
(c) Such investment adviser or sub-adviser submits a report to the
appropriate Board on a quarterly basis, which report shall (1) identify
the Access persons associated with it that are relying on this Section
8; (2) certify that the conditions of Section 8(a) and 8(b) have been
met at all times during the period covered by the report; and (3)
either certify that no violation of such code of ethics by any such
Access person has occurred during the period covered by the report, or
identify all such violations. The report shall be accompanied by
appropriate documentation.
(d) Such investment adviser or sub-adviser shall, no less frequently than
annually, furnish a written report to the Trust or Fund that
(i) Describes any issues arising under the investment adviser's or
sub-adviser's code of ethics or procedures since the last
report to the Board of trustees or managers, including, but
not limited to, information about material violations of the
code or procedures and sanctions imposed in response to the
material violations; and
(ii) Certifies that such investment adviser or sub-adviser has
adopted procedures reasonably necessary to prevent Access
persons from violating its code of ethics.
Rev. 8/00
