AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
PPM AMERICA, INC.
This Amendment is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and PPM AMERICA, INC., a Delaware corporation and registered
investment Adviser ("Sub-Adviser").
WHEREAS, the Adviser and the Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of January 16, 2007 (as amended from time to
time, the "Agreement"), whereby Adviser appointed Sub-Adviser to provide certain
sub-investment advisory services to certain investment portfolios of JNL Series
Trust.
WHEREAS, the Adviser and Sub-Advisor have agreed to add language to the
Agreement clarifying Sub-Adviser responsibilities with regard to class action
claims.
NOW THEREFORE, in consideration of the mutual covenants herein, the parties
hereby agree to amend the Agreement to delete paragraph four to the "MANAGEMENT"
section of the Agreement and replace it with the following:
Except as specifically agreed between the Adviser and the Sub-Adviser, it
is understood that the Sub-Adviser is not required to commence or otherwise
pursue any claim or litigation on behalf of the Fund.
Except as set forth below, the Fund and the Adviser have arranged for the
identification and processing of class action claims on behalf of the Fund by
its custodian or other designated agent, as applicable, during the period of
time that the Sub-Adviser acts as an investment adviser for each Fund.
Accordingly, such persons have responsibility for handling such claims, and the
Sub-Adviser has no obligation with respect to handling or filing any class
action claims on behalf of the Fund, except as may otherwise specifically
requested and agreed from time to time. However, without altering the
responsibility for handling such claims, the Sub-Adviser shall reasonably
cooperate and consult with the Fund, the Adviser, the custodian or any appointed
agent, with respect to such claims.
Solely with respect to the JNL/PPM America Floating Rate Income Fund, the
Adviser and Sub-Adviser have determined that, with the cooperation and
assistance of the Adviser's investment accounting department or service
providers to the JNL/PPM America Floating Rate Income Fund, Sub-Adviser
commencing November 22, 2011 or, to the extent practicable, such earlier time as
requested by the Adviser, will arrange for the filing and monitoring of class
action claims on behalf of the JNL/PPM America Floating Rate Income Fund, either
directly or through a service provider (determined by the Sub-Adviser for those
of its clients generally with which the Sub-Adviser has agreed to make such
arrangements) (currently ISS/Securities Class Action Services LLC) (the "Class
Action Service Provider"). In addition, the Adviser will obtain from the Class
Action Service Provider, directly or through Sub-Adviser, summary information
normally provided by the Class Action Service Provider with respect to claims
generally and claims on behalf of JNL/PPM America Floating Rate Income Fund in
order for the Adviser to review and monitor the same and compare them to the
JNL/PPM America Floating Rate Income Fund's securities holdings. Procedures with
respect to class action claims filings have been prepared by Sub-Adviser and
provided to the Adviser and will be updated from time to time by Sub-Adviser
(any such updates also will be provided to the Adviser promptly). Sub-Adviser
shall provide reasonable notice to the Adviser if Sub-Adviser proposes replacing
the Class Action Service Provider in order to enable the Adviser to accept such
determination or take action to otherwise provide for the filing and monitoring
of class action claims on behalf of the JNL/PPM America Floating Rate Income
Fund. Sub-Adviser hereby agrees to pay the fees for Class Action Service
Provider. Upon the prior written consent of the Adviser, Sub-Adviser may hire at
the Adviser's or the JNL/PPM America Floating Rate Income Fund's expense any
other agents (including attorneys) Sub-Adviser deems appropriate in connection
with and in order to provide services related to the filing and monitoring of
class action claims on behalf of the JNL/PPM America Floating Rate Income Fund.
Except as may be explicitly provided by applicable law, and except to the
extent the Sub-Adviser receives any applicable recovery from the Class Action
Service Provider, Sub-Adviser shall not incur any liability to the Adviser, the
Trust or the JNL/PPM America Floating Rate Income Fund by reason of any exercise
of, or failure to exercise, any such discretion in connection with such class
action claims services, and shall not incur any liability for any failure
arising from an act or omission of a person other than Sub-Adviser.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of December 7, 2011, effective as of November 22,
2011.
XXXXXXX NATIONAL
ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
PPM AMERICA, INC.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: EVP and COO
