SECOND AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT effective as of the 3rd day of December, 2007, and Amended
and Restated effective as of the 14th day of February, 2012, and further Amended
and Restated effective as of the 1st day of December, 2012, by and between
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and EASTSPRING INVESTMENTS
(SINGAPORE) LIMITED (formerly, Prudential Asset Management (Singapore) Limited),
a Singapore incorporated company (Registration No. 199407631H), and is
registered with the Monetary Authority of Singapore as a holder of a capital
markets services license for the regulated activities of fund management and
dealing in securities ("Sub-Adviser"). The Sub Adviser is also an exempt
financial adviser under the Financial Advisers Act (Cap 110), Singapore and a
registered investment 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;
WHEREAS, the Adviser and Sub-Adviser entered into the Investment
Sub-Advisory Agreement dated as of the 3rd day of December, 2007 under the
former name of the Sub-Adviser being Prudential Asset Management (Singapore)
Limited;
WHEREAS, the Adviser and the Sub-Adviser agreed to amend and restate the
Investment Sub-Advisory Agreement dated as of the 3rd day of December, 2007 with
effect from February 14, 2012, solely for the purpose of reflecting the change
in name of the Sub-Adviser and to reflect changes in the names of the investment
portfolios listed on Schedule A hereto ("each a Fund"); and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory and investment management services to the Funds.
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 and investment management 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.
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 Trust's Board of Trustees ("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, prospects of each Fund or the
public that refer to the Fund in any way, 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 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
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set forth below), and will monitor the Funds' investments, and will comply
with the provisions of the Trust's Declaration of Trust and By-Laws, as
amended and notified by the Adviser in writing from time to time, and the
stated investment objectives, policies and restrictions of the Funds,
which may be amended and notified by the Adviser in writing 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.
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 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, ▇▇▇▇▇▇▇ 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 11 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, in the Sub-Adviser's opinion,
constitute a violation of any federal or state laws, rules or regulations.
The Adviser further agrees that no warranty is given by the Sub-Adviser as
to the performance or profitability of the Funds.
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 fiduciary accounts 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 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
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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, and (ii)
quarterly reports developed for each Fund by Adviser and
Sub-Adviser;
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 the 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 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;
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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, as applicable to it; and
c) Sub-Adviser shall cooperate by providing reasonable assistance to
the Adviser in fulfilling any disclosure or reporting requirements
applicable to the Adviser with respect 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. Sub-Adviser will provide
copies of all such 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 (taking into
account the nature of the order, order size, market conditions, internal
dealing benchmarks if applicable) 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; 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 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
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in good faith in conformity with its responsibilities under applicable
laws, rules and regulations. The Sub-Adviser will submit reports on such
allocations to the Adviser as reasonably 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 and the basis
therefor.
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 or the Adviser 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 shall be available for inspection by the Trust and
Adviser upon their reasonable request and agrees to provide the Trust with
copies of such records upon the Trust's request. 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, Adviser will pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation therefore, a sub-advisory fee
(exclusive of all applicable taxes) accrued daily and payable monthly on
the average daily net assets in the Funds in accordance with Schedule B
hereto.
The Sub-Adviser represents and warrants that in no event shall the
Sub-Adviser provide similar investment advisory services to any U.S.
registered investment company client comparable to the Funds being managed
under this Agreement at a composite rate of compensation less than that
provided for herein.
9. SERVICES TO OTHERS. Adviser understands, and has advised the 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 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 the 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 Board of Trustees,
that the persons employed by Sub-Adviser to assist in
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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. 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.
11. 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.
12. 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 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.) Section 10 and 11
herein shall survive the termination of this Agreement.
13. 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 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,
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including, upon request, confirming whether a Fund is a "qualified
eligible person" as defined in Rule 4.7.
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).
(c) The Adviser hereby acknowledges that the Trust is subject to, and
supervised for, compliance with anti-money laundering requirements
consistent with standards set forth in the USA Patriot Act, and
other applicable anti-money laundering regulatory requirements.
14. 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);
c) A copy of the current compliance procedures for each Fund; and
d) A list of legal and compliance contacts.
The Adviser also agrees to promptly update the above referenced items in
order to ensure their accuracy, completeness and/or effectiveness.
15. DELEGATION. The Adviser agrees that the Sub-Adviser may sub-delegate the
support functions and duties (operational support and administrative
services) under this Agreement to any of its Group Companies after
obtaining the consent of the Adviser.
16. 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 (including, but not limited to semi-annual,
annual or other filings made under the ▇▇▇▇ ▇▇▇) 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
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 15 days after month end.
In addition, at the end of each quarter, 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.
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17. 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.
18. 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.
a) ADVISER:
▇▇▇▇▇▇▇ National Life Insurance Company
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
b) TO SUB-ADVISER:
Eastspring Investments (Singapore) Limited
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, #▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇ Financial Centre Tower 2,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: Julian ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Pull
19. 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.
20. 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.
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,
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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.
21. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
22. 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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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amended and Restated Agreement to be executed as of this 3rd day of January,
2013, effective December 1, 2012.
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
Title: President and Chief Executive Officer
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EASTSPRING INVESTMENTS (SINGAPORE) LIMITED
By: /s/ ▇▇▇ ▇▇▇▇▇▇ /s/ Tay Bee Bee
-----------------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇ Tay Bee Bee
----------------------------------------------
Title: Director Director, Compliance
---------------------------------------------
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SCHEDULE A
DECEMBER 1, 2012
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FUNDS
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JNL/Eastspring Investments Asia ex-Japan Fund
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JNL/Eastspring Investments China-India Fund
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A-1
SCHEDULE B
DECEMBER 1, 2012
(Compensation)
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JNL/EASTSPRING INVESTMENTS ASIA EX-JAPAN FUND
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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$0 to $500 Million: .45%
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Over $500 Million: .40%
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JNL/EASTSPRING INVESTMENTS CHINA-INDIA FUND
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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$0 to $500 Million: .45%
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Over $500 Million: .40%
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B-1
