Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC And Invesco Hong Kong Limited
Ex. 99.28(d)(38)(iv)
Amendment to
Investment Sub-Advisory Agreement Between
Xxxxxxx National Asset Management, LLC
And Invesco Hong Kong Limited
This Amendment is made by and between Xxxxxxx National Asset
Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Invesco Hong Kong Limited, a company
duly incorporated and validly existing under the laws of Hong Kong and is licensed and regulated by the Securities and Futures Commission of Hong Kong to undertake type 1 (dealing in securities), type 4 (advising on securities), type 5 (advising on
futures contracts) and type 9 (asset management) regulated activities in Hong Kong (the “Sub-Adviser”).
Whereas, the Adviser and the Sub-Adviser (the “Parties”) entered into an Investment Sub-Advisory Agreement, effective as of the 25th day of April, 2016, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment
portfolios (each, a “Fund”) of JNL Series Trust (the “Trust”), as listed on Schedule A to the Agreement.
Whereas, the Board of Trustees of the Trust has approved, and the Parties have agreed to amend Section 3. “Management”; and Section 11. “Duration and Termination” of the Agreement, effective September 6, 2019.
Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:
|
1)
|
Sub-paragraph h) after “The Sub-Adviser further agrees that it:”, under Section 3. “Management,” shall be
deleted and replaced, in its entirety, with the following:
|
| h) |
will act upon reasonable instructions from Adviser (except as to the voting of proxies) not inconsistent with the fiduciary duties hereunder. The Adviser acknowledges and agrees that the Sub-Adviser may refuse to act on any
instructions that the Sub-Adviser reasonably believes are contrary to or not permitted by this Agreement or Applicable Law;
|
|
2)
|
Sub-paragraph j) after “The Sub-Adviser further agrees that it:”, under Section 3. “Management,” shall be
deleted and replaced, in its entirety, with the following:
|
| j) |
consistent with its fiduciary duties to each Fund and on the Fund’s behalf, the Sub-Adviser is hereby appointed the Fund’s agent to exercise in its direction all rights and performs all duties with respect to the Fund’s right to vote
(or refrain from voting), each Fund’s securities and exercise rights in corporate actions or otherwise in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and
the Adviser. For the avoidance of doubt, the Sub-Adviser will have full discretion in this regard and the Adviser will not attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser further agrees to report significant
shareholdings for itself and on behalf of the Fund where required by local law, as applicable to the Sub-Adviser and any holdings of the Fund;
|
|
3)
|
Section 11. “Duration and Termination” shall be deleted and replaced, in its entirety, with the following:
|
Duration and Termination. This Agreement shall 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, the initial term will continue in effect through September 30, 2017. Thereafter, if not terminated as to a Fund, this Agreement
will continue from year to year through September 30th of each successive year following the initial two year period, for each Fund covered by this Agreement, as listed on Schedule A, 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(s), 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 (“Independent Trustees”). Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at
any time, without the payment of any penalty, by the Board, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of each Fund, on sixty days’ written notice to the Adviser and the
Sub-Adviser, or by the Adviser with the consent of the Board (including a majority of the Independent Trustees), or on sixty days’ written notice by the Sub-Adviser to the Trust and the other party. 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 as in the 1940 Act.)
|
4)
|
Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.
|
|
5)
|
Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly
authorized to bind the respective party to this Amendment.
|
|
6)
|
This Amendment may be executed in one or more counterparts, which together shall constitute one document.
|
In Witness Whereof, the Parties have caused this Amendment to be executed, effective September 6, 2019.
|
Xxxxxxx National Asset Management, LLC
|
Invesco Hong Kong Limited
|
||||
|
By:
|
/s/ Xxxx X. Xxxxx
|
By:
|
/s/ Xxx Xxx Xxx /s/ Pang Sin Chu
|
||
|
Name:
|
Xxxx X. Xxxxx
|
Name:
|
Xxx Xxx Xxx Xxxx Sin Xxx
|
||
|
Title:
|
President and CEO
|
Title:
|
Authorized Signatories
|
||
Page 2 of
2
