10.a(1)
JNL SERIES TRUST
JNL INVESTORS 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
(EACH A "FUND" AND, TOGETHER, THE "FUNDS")
CODE OF ETHICS
PURSUANT TO
SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002
The Boards of Trustees of JNL Series Trust ("Series Trust") and JNL
Investors Series Trust ("Investors Series Trust"), and the Boards of Managers of
JNL Variable Fund LLC, JNL Variable Fund III LLC, JNL Variable Fund IV LLC, JNL
Variable Fund V LLC, JNLNY Variable Fund I LLC and JNLNY Variable Fund II LLC
(each a "Variable Fund" and, together, the "Variable Funds"), each of which is
an open-end management investment company registered as such under the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act"),
have adopted this Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley
Act of 2002 and the rules and forms of the Securities and Exchange Commission
("Commission") thereunder.
1. PERSONS TO WHOM THIS CODE OF ETHICS APPLIES
This Code of Ethics is applicable to each person who occupies the
position of principal executive officer, principal financial officer, controller
or principal accounting officer of a Fund ("Covered Officers").
2. RELATIONSHIP TO CODES OF ETHICS UNDER RULE 17J-1
Each of the Funds is subject to, and has adopted a code of ethics
pursuant to, Rule 17j-1 under the 1940 Act (the "17j-1 codes"), applicable to
directors, officers and employees of a Fund, the Fund's investment adviser and,
in the case of Series Trust and Investors Series Trust, those Funds' principal
underwriter.
The 17j-1 codes impose reporting and disclosure requirements on covered
persons relating to their personal investment transactions in securities, as
well as substantively regulate such transactions, as the Boards of Directors and
Boards of Managers have determined to be reasonably necessary in order to
prevent fraud, deceit or manipulative practices by such persons in connection
with the purchase or sale, directly or indirectly, by the person of a security
held or to be acquired by a Fund.
The requirements of this Code of Ethics are in addition to, not in
substitution for, the provisions of the 17j-1 codes that are applicable to
Covered Officers to whom this Code of Ethics applies.
3. SUBSTANTIVE REQUIREMENTS
A. HONEST AND ETHICAL CONDUCT, INCLUDING ETHICAL HANDLING OF ACTUAL OR
APPARENT CONFLICTS OF INTEREST BETWEEN PERSONAL AND PROFESSIONAL
RELATIONSHIPS.
It shall be the responsibility of each Covered Officer to comply with
the reporting, disclosure and pre-approval requirements of the 17j-1 codes of
the Funds as are applicable to personal securities investments of such Covered
Officer. No personal securities investment transaction by a Covered Officer that
complies with the procedural, reporting, disclosure and other provisions of such
17j-1 codes as may be applicable to such transaction, shall be deemed to be a
violation or constitute a waiver of any requirement of this Code of Ethics.
No Covered Officer shall derive any personal1 financial or other
benefit of a substantial nature as a result of his or her position as the
principal executive officer, principal financial officer, controller or
principal accounting officer, as the case may be, through or from a Fund, or
through or from any person or entity doing business or seeking to do business
with a Fund, including, without limitation, gifts or gratuities (other than
customary business gifts, meals or business entertainment that are not
extravagant), preferred investment opportunities, or cash payments of any
amount.
The employment of a member of the immediate family of a Covered Officer
by an entity doing business, or seeking to do business, with a Fund shall not be
deemed a violation of this Code of Ethics if the Covered Officer shall have
disclosed such employment to the Board of Directors or Board of Managers of such
Fund.
Any Covered Officer who shall, in his or her capacity as principal
executive officer, principal financial officer, controller or principal
accounting officer, receive or be offered any personal financial or other
benefit that is or may be proscribed by this Code of Ethics promptly shall
report same to the Funds' Chief Legal Officer.2 The Chief Legal Officer shall
be, and hereby is, authorized to determine whether the receipt of such financial
or other benefit is or would be proscribed by this Code of Ethics. If the Chief
Legal Officer shall determine the receipt of any such personal financial or
other benefit is or would be proscribed by this Code of Ethics, then the Chief
Legal Officer may direct that such benefit refused or, if already received, that
such benefit anonymously be donated to a charitable organization. Upon such
donation, no violation of this Code of Ethics shall be deemed to have occurred
by reason of the Covered Officer having received such personal financial or
other benefit. The Chief Legal Officer's determination that the offer to or
receipt by a Covered Officer of a benefit is not a violation of this Code of
Ethics shall not be deemed a waiver of any provision of this Code of Ethics.
The Chief Legal Officer shall maintain a record of reports, if any, by
Covered Officers of the receipt or offer of personal financial or other
benefits, and the Chief Legal Officer's determinations and directions with
respect to such reports.
B. FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE IN
REPORTS AND DOCUMENTS THE FUNDS FILE WITH, OR SUBMIT TO, THE COMMISSION
AND IN OTHER PUBLIC COMMUNICATIONS MADE BY THE FUNDS.
Each Covered Officer is responsible for the full, fair, accurate,
timely and understandable disclosure in reports and documents the Funds file
with, or submit to, the Commission and in other public communications made by a
Fund, insofar as such disclosure or communication relates to matters within the
scope of such Covered Officer's responsibilities of office. Without limiting the
generality of the foregoing, no Covered Officer willfully shall cause or permit
any such disclosure or communication regarding a matter within the scope of his
or her responsibility to: misstate a material fact; or omit to state a material
fact necessary to make any statement made in any such disclosure or
communication, in light of the circumstances in which such statement is made,
not misleading.
C. COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES AND REGULATIONS.
A Covered Officer promptly shall report to the Chief Legal Officer of
the Funds any non-compliance or apparent non-compliance by a Fund with
applicable governmental laws, rules and regulations including, without
limitation, federal securities laws, regarding any matter that is within the
scope of office of such Covered Officer, and shall take such action, if any, as
may be directed by the Chief Legal Officer with respect to the investigation or
cure of such non-compliance or apparent non-compliance.
The responsibility of a Covered Officer pursuant to this Code of Ethics
with respect to non-compliance or apparent non-compliance by a Fund with
applicable governmental laws, rules or regulations shall be fully discharged
upon such report to the Chief Legal Officer, unless such Covered Officer shall
refuse or willfully fail to act as shall have been directed by the Chief Legal
Officer in response to such report. The fact that a violation of applicable
governmental laws, rules or regulations has, or may have, occurred shall not
itself be deemed violation of this Code of Ethics. A determination by the Chief
Legal Officer that a violation of applicable governmental laws, rules or
regulations has, or has not, occurred shall not be deemed a waiver of any
provision of this Code of Ethics.
D. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THIS CODE OF ETHICS.
It is the responsibility of each Covered Person promptly to report to
the Chief Legal Officer of the Funds any violation or apparent violation of this
Code of Ethics by any Covered Person. The Chief Legal Officer shall maintain a
record of the reports, if any, of violations or apparent violations of this Code
of Ethics by any Covered Person.
The Chief Legal Officer shall determine, in response to any such
report, whether or not a violation of this Code of Ethics has occurred and, in
the event the Chief Legal Officer shall determine that a violation has occurred,
shall report such violation to the Board of Directors or Board of Managers of
the Fund(s) to which such violation relates.
E. ACCOUNTABILITY FOR ADHERENCE TO THIS CODE OF ETHICS.
Compliance with the requirements of this Code of Ethics is a condition
of office of each Covered Officer. In the event of violation of the requirements
of this Code of Ethics by a Covered Officer, the Board of Directors or Board of
Managers of a Fund affected by such violation may take such action as it deems
appropriate, including but not limited to removal from office with such Fund of
the Covered Officer.
Each Covered Officer shall acknowledge in writing his or her receipt of
a copy of this Code of Ethics, and his or her agreement that adherence to this
Code of Ethics is a condition of office.
Adopted: May ___, 2003.
ACKNOWLEDGEMENT
The undersigned, as [principal executive officer][[principal financial
officer][controller][principal accounting officer] of the Funds, hereby
acknowledges receipt of a copy of the Funds' CODE OF ETHICS PURSUANT TO SECTION
406 OF THE SARBANES-OXLEY ACT OF 2002.
The undersigned further acknowledges [his][her] understanding and
agreement that adherence to the requirements of the Code of Ethics is a
condition of office with the Funds.
_________________________
Signature
_________________________
Printed Name
_________________________
Title
_________________________
Date
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1 For the purpose of this Code of Ethics, a "personal" benefit includes a
benefit offered to or received by: a Covered Officer; a partnership in which the
Covered Officer is a partner; a trust of which the Covered Officer is the
grantor or beneficiary; a member of such Covered Officer's "immediate family,"
which includes the Covered Officer's spouse, a child residing in the Covered
Officer's household (including a step or adoptive child), and any dependent of
the Covered Officer as defined in section 152 of the Internal Revenue Code; a
partnership in which any member of the Covered Officer's immediate family is a
partner; or a trust for the benefit of any member of the Covered Officer's
immediate family.
2 References herein to the Chief Legal Officer of the Funds shall include a
designee of the Chief Legal Officer.