AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT (which supersedes, amends and restates an Agreement between
the parties dated the 30th day of September 2008) is dated as of the ___ Day of
December and is effective as of the 1st day of December 2012, by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and M&G INVESTMENT MANAGEMENT
LIMITED, a company registered in England and Wales ("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 effective as of January 31, 2001, Amended and
Restated as of the 28th day of February, 2012, and further Amended and Restated
as of the 1st day of December, 2012 ("Management Agreement") 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.
In the event the Adviser designates one or more funds other than the Funds
with respect to which the Adviser wishes to retain the Sub-Adviser to
render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such fund
shall become a Fund hereunder, and be subject to this Agreement, subject
to the approval of the Trust's Board of Trustees ("Board of Trustees).
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 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, prospectus of each Fund, 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 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.
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, 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, as requested by the Board of Trustees or the Adviser.
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Sub-Adviser, solely with respect to the assets of the Funds which are
under its management pursuant to this Agreement, and based on information
obtained from the Funds' administrator, custodian and other service
providers, shall take reasonable steps to comply with the diversification
provisions of Section 851 and 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 and if the failure to diversify
is inadvertent, Xxxxxxx 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 in conjunction with 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 Adviser shall work
in conjunction with Sub-Adviser in the preparation of any request for
relief or closing agreement and, to the extent that Adviser is seeking
indemnification under Section 12 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 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 its other client mandates 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, including but not limited to compliance with Rule
206(4)-7 under the Investment Advisers Act of 1940, as amended;
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, (ii) quarterly
reports developed for each Fund by Adviser and Sub-Adviser, and
(iii) other compliance and reporting information as requested by the
Adviser or the Board of Trustees from time-to-time;
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e) as a service provider to the Funds will cooperate fully with the
Chief Compliance Officer of the Trust in the execution of his/her
responsibilities to monitor service providers to the Funds under
Rule 38a-1 under the 1940 Act;
f) 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;
g) will prepare and cause to be filed in a timely manner Form 13F and,
if required, Schedule 13D and Schedule 13G with respect to
securities held for the account of the Funds subject to
Sub-Adviser's supervision;
h) will act upon reasonable instructions from Adviser not inconsistent
with the fiduciary duties and investment objectives hereunder;
i) will treat confidentially and as proprietary information of the
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 the 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;
j) will vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder; and
k) 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.
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific
disclosure, or as applicable to it (iii) filing of reports and other
documents, each shall comply with such requirements;
b) Sub-Adviser shall comply with all requirements of the applicable CEA
and then-current CFTC regulations that apply to Sub-Adviser with
regard to the Fund, and with regard to all Funds for which it serves
as Sub-Adviser; and
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c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling
any disclosure or reporting requirements applicable to the Fund
under the CEA and/or then-current CFTC regulations.
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. All such duties of collection, physical
acquisition and safekeeping shall be the sole obligation of the 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. 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. Upon request, Sub-Adviser will
provide copies of brokerage agreements to the Adviser. 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; the broker's execution
capabilities and any research provided by the broker that aids the
Sub-Adviser's investment decision-making process; 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 as
interpreted by the SEC, 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
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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
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, the Adviser will pay the Sub-Adviser, a sub-advisory
fee in accordance with Schedule B hereto, accrued daily and payable
monthly on the average daily net assets in the Funds. [For the period
September 1, 2009 to December 31, 2009, if the fees paid or payable in
accordance with Schedule B of this Agreement for any Fund fall below the
sum representing an annual fee of $200,000 prorated for the relevant
period (the "Prorated Minimum Fee"), the Adviser will pay the Sub-Adviser
an additional fee so that the total sub-advisory fee payable to the
Sub-Advisor in respect of this period for such Fund shall be the Prorated
Minimum Fee. Such additional fee shall be payable within 30 days after the
receipt by the Adviser of the relevant invoice issued by the Sub-Adviser.
For the period January 1, 2010 to December 31, 2010 and for each
succeeding twelve (12) month period, if the fees paid or payable in
accordance with Schedule B of this Agreement for any Fund fall below
$200,000 (the "Minimum Fee"), the Adviser will pay the Sub-Adviser an
additional fee so that the total sub-advisory fee payable to the
Sub-Advisor in respect of this period for such Fund shall be the Minimum
Fee. Any such additional fee shall be payable annually in arrears and
within 30 days after the receipt by the Adviser of the relevant invoice
issued by the Sub-Adviser. Should this Agreement terminate part-way
through a calendar year, a Prorated Minimum Fee shall apply in respect of
the period January 1st of such year to the date of termination and shall
also, if applicable, be payable within 30 days after the receipt of an
invoice. The Sub-Adviser agrees to accept the fees set out in this Section
8 as full compensation for its services provided pursuant to this
Agreement.]
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. 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
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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. STANDARD OF CARE. The Sub-Adviser does not guarantee the future
performance of the Funds or any specific level of performance, the success
of any investment decision or strategy that the Sub-Adviser may use, or
the success of the Sub Adviser's overall management of the Funds. The
Adviser understands that investment decisions made for the Funds by the
Sub-Adviser are subject to various market, currency, economic, political
and business risks, and that those investment decisions will not always be
profitable. Except as may otherwise be provided by law, the Sub-Adviser
will not be liable to the Adviser or the Funds for (i) any loss arising
from the Sub-Adviser's adherence to the Adviser's instructions, or (ii)
any act of reckless disregard, willful malfeasance, and/or gross
negligence by the custodian, any broker or dealer to which the Sub-Adviser
directs transactions for the Funds, or by any other third party, of the
instructions or directions of the Sub-Adviser.
11. 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.
12. 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 and
further, the Adviser agrees to indemnify the Sub-Adviser from and against
any losses, claims, damages or liabilities (including legal or other
expenses reasonably incurred in investigating or defending against such
losses, claims, damages or liabilities) which the Sub-Adviser may incur or
which may be instituted against the Sub-Adviser arising out of any matter
or thing which the Sub-Adviser may properly do or cause to be done
hereunder, including, but without prejudice to
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the generality of the foregoing, any attempts which the Sub-Adviser may
make to recover on any investment in the Funds. Insofar as the Sub-Adviser
wishes to rely upon this indemnity in relation to the funding of any
litigation, it will only be entitled to be indemnified by the Adviser if
it has obtained the written consent of the Adviser before incurring any
expenses.
13. 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 two years 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. 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.) Sections 11 and 12
herein shall survive the termination of this Agreement. Termination will
not entitle the Sub-Adviser to be paid any penalty, or other additional
payment save that the Adviser will pay (i) the Sub-Adviser's fee pro-rata
to the date of termination and (ii) any losses necessarily realized in
settling or concluding outstanding obligations whether they occur before
or after the date of termination.
14. WARRANTIES, REPRESENTATIONS AND COVENANTS.
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a) The Adviser warrants that it has full and unrestricted power to
employ the Sub-Adviser to provide certain sub-investment advisory
services to the Funds on the terms of this Agreement.
b) The Adviser hereby warrants, represents or acknowledges that the
Adviser has requested that the Sub-Adviser constructs the Funds as
far as possible as clones of the respective UK funds managed by the
Sub-Adviser of the same name. The Adviser acknowledges that the
differing regulatory restrictions and fund cash flows will result in
inevitable differences between the funds. The Adviser warrants to
the Sub-Adviser that in any marketing material or client
presentations, any reference to the alignment of the Funds to their
UK counterparts will also include reference to the inevitable
differences referred to above.
c) Nothing herein shall constitute a waiver or limitation of any rights
that the Adviser and/or the Trust may have under any federal and/or
state securities laws or regulations, and any state insurance laws
and regulations.
15. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
a) If the Sub-Adviser is registered as a Commodity Trading Advisor
under the CEA, the Adviser consents to the Sub-Adviser's compliance
with the alternative
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disclosure and recordkeeping standards available to exempt accounts
under CFTC Rule 4.7 with respect to a Fund's trading in commodity
interests, provided that the Sub-Adviser has duly filed a notice of
claim for such relief pursuant to Rule 4.7(d). The Adviser will take
reasonable steps to cooperate with the Sub-Adviser in connection
with establishing and maintaining such exemption under Rule 4.7,
including, upon request, confirming whether a Fund is a "qualified
eligible person" as defined in Rule 4.7; and
b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser
will furnish the Sub-Adviser with a copy of the notice of
eligibility filed pursuant to Rule 4.5 (c) with respect to such
exclusion, or, if more recent, the most recent annual notice
affirming the basis of such eligibility that has been filed pursuant
to Rule 4.5(c)(5).
16. 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.
17. 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 as
confidential and for use only by the Adviser and the Trust. Furthermore,
except as required by law or regulatory requirement (including, but not
limited to semi-annual, annual or other filings made under the 1940 Act),
or as agreed to by the Adviser and Sub-Adviser, the Adviser and Trust will
not disclose any list of securities held by the Fund until it is either
filed with the U.S. Securities & Exchange Commission or mailed out to
shareholders, which filing or mailing shall not be made sooner than 30
days after quarter end in any manner whatsoever except as expressly
authorized in this Agreement, except that the top 10 holdings may be
disclosed 30 days after month end. In addition, the Adviser may disclose
to certain third party data or service providers to the Fund, who have
entered into a confidentiality agreement with the Adviser, a list of
securities purchased or sold by the Fund during the quarter.
18. FORCE MAJEURE. In the event of any failure, interruption or delay in the
performance of the Sub-Adviser's obligations resulting from acts, events
or circumstances not reasonably within its control, including, but not
limited to, industrial disputes (other than those involving the
Sub-Adviser's employees), acts or regulations of any governmental
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supervisory or regulatory bodies or authorities and breakdown, failure to
malfunction of any telecommunication links, powerlines computer service or
systems, including the Sub-Adviser's own computer service or systems which
cannot be repaired within the time constraints of the Sub-Adviser's
maintenance agreements, the Sub-Adviser shall not be liable or have any
responsibility of any kind for any loss or damage thereby incurred or
suffered by the Adviser or any of the Funds.
19. 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.
20. NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as designated herein.
TO ADVISER:
Xxxxxxx National Life Insurance Company
0 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxx
TO SUB-ADVISER:
M&G Investment Management Limited
Xxxxxxxx Xxxxxxxx Xxxx
London EC4R OHH
21. 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.
22. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADVISER. The Sub-Adviser hereby
represents that this Agreement does not violate any existing agreements
between the Sub-Adviser and any other party.
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PAGE 10 OF 12
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940,
as amended and has provided to the Adviser a copy of its most recent Form
ADV as filed with the Securities and Exchange Commission.
The Sub-Adviser further represents that it has reviewed the post-effective
amendment to the Registration Statement for the Funds filed with the
Securities and Exchange Commission that contains disclosure about the
Sub-Adviser, and represents and warrants that, with respect to the
disclosure about the Sub-Adviser or information relating to the
Sub-Adviser, such Registration Statement contains, as of the date hereof,
no untrue statement of any material fact and does not omit any statement
of a material fact necessary to make the statements contained therein not
misleading.
23. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
24. 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.
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PAGE 11 OF 12
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 21st day of December, 2012, effective
December 1, 2012.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
------------------------------------------------
Name: Xxxx X. Xxxxx
----------------------------------------------
Title: President and CEO
---------------------------------------------
M&G INVESTMENT MANAGEMENT LIMITED
By: /s/ Mr G Cotton
------------------------------------------------
Name: Mr G Cotton
----------------------------------------------
Title: CEO Equities
---------------------------------------------
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PAGE 12 OF 12
SCHEDULE A
DECEMBER 1, 2012
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FUNDS
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JNL/M&G Global Basics Fund
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JNL/M&G Global Leaders Fund
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A-1
SCHEDULE B
DECEMBER 1, 2012
(Compensation)
--------------------------------------------------------------------------------
JNL/M&G GLOBAL BASICS FUND
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AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $500 Million 0.50%
--------------------------------------------------------------------------------
Amounts over $500 Million 0.45%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
JNL/M&G GLOBAL LEADERS FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $500 Million 0.50%
--------------------------------------------------------------------------------
Amounts over $500 Million 0.45%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
B-1
