AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
X. XXXX PRICE ASSOCIATES, INC.
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and X. XXXX PRICE ASSOCIATES, INC., a Maryland corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and the Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated January 31, 2001 ("Agreement"), whereby the Adviser
appointed the Sub-Adviser to provide certain sub-investment advisory services to
certain investment portfolios of JNL Series Trust.
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Adviser sub-advisory fees as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fees as full compensation
under the Agreement for such services and expenses.
WHEREAS, the Adviser and the Sub-Adviser have agreed to revise the
Agreement's "Management" section to allow for certain investments, and, in
connection with said revision, to add "Schedule C" to the Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. The first paragraph of section 3, "Management," is amended by
deleting the first sentence in its entirely and inserting the
following as the first sentence of the first paragraph:
"Subject always to the supervision of the Trust's Board
of Trustees and the Adviser, 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, and other property (including, without
limitation, exchange traded funds, financial futures, options
of any type, commodities and commodity related notes and
derivatives, swaps and forwards and other derivative
instruments), all on behalf of the Funds as the Sub-Adviser
shall determine in accordance with each Fund's investment
restrictions, objectives and policies set forth in the
applicable Prospectus delivered by the Adviser to the
Sub-Adviser."
2. Immediately before the last full paragraph, including its subparts,
of section 3, "Management," the following paragraph is added:
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"Additionally, Sub-Adviser is authorized on behalf of
the Funds to: (a) enter into, terminate or settle agreements
and transactions and execute any documents (e.g., any
derivatives documentation for exchange traded and
over-the-counter derivatives, as applicable) in connection
with its services provided hereunder which shall include any
market and/or industry standard documentation and the standard
representations contained therein, including, without
limitation, the pre-printed form 1992 and/or 2002 ISDA Master
Agreement (the "ISDA Form") and the related Schedules, Credit
Support Annexes and Confirmations (collectively, the "ISDA
Master Agreement") and the Master Securities Forward
Transaction Agreement (the "MSFTA") and the related Schedules,
Annexes and Confirmations (collectively, the "MSFTA Master
Agreement") and (b) acknowledge the receipt of brokers' risk
disclosure statements, electronic trading disclosure
statements and similar disclosures. The Sub-Adviser is
authorized to act as agent for each Fund to negotiate, execute
and deliver futures give-up agreements with brokers or
dealers. In performing these services, Sub-Adviser shall be
entitled to rely upon the Fund's quarterly certification which
Adviser will provide to the Sub-Adviser on or before June 13,
2012 and promptly after each calendar quarter, a form of which
is attached hereto as Schedule C. The Sub-Adviser is
authorized to act as agent for the Funds pursuant to any
collateral control agreement the Adviser has established on
behalf of the Funds in connection with an ISDA Master
Agreement or MSFTA Master Agreement. The Adviser acknowledges
and understands that the Funds will be bound by any such
trading accounts established, and agreements and other
documentation executed, by the Sub-Adviser for such investment
purposes."
3. Schedule C dated June 13, 2012, attached hereto, is added to and
made a part of the Agreement.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of June 15, 2012, effective as of June 13, 2012.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC X. XXXX PRICE ASSOCIATES, INC.
By: s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxx-Xxxx
Name: Xxxx X. Xxxxx Name: Xxxx Xxxxxxx-Xxxx
Title: President and CEO Title: Vice President
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SCHEDULE C
DATED JUNE 13, 2012
QUARTERLY CERTIFICATE OF XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
The undersigned, Xxxxxxx National Asset Management (the "Adviser"), in its role
as the investment adviser for the JNL Series Trust (the "Trust"), is providing
this certification to X. Xxxx Price Associates, Inc. (the "Sub-Adviser"), acting
as a sub-adviser to certain investment portfolios of the Trust (each, a "Fund"
and collectively, the "Funds") pursuant to the Investment Sub-Advisory Agreement
dated January 31, 2001 between the Adviser, the Sub-Adviser and the Trust, as
amended from time to time (the "Sub-Advisory Agreement") and acknowledges that
the Sub-Adviser is entitled to rely upon it. Any capitalized term not defined
herein or in the Sub-Advisory Agreement shall have the meaning ascribed to it in
the ISDA Master Agreement and/or the MSFTA Master Agreement, as applicable.
The Adviser certifies and confirms that each of the representations and
warranties set forth below is true and correct as of the date noted below.
1. No action has been taken by the SEC or state securities
regulators to suspend or revoke any Fund's registration or
which could result in the issuance of a stop order with
respect to the applicable Registration Statement, and, no
investigation or proceeding has been commenced by any
regulatory authority that is reasonably likely to
materially adversely affect such Fund's ability to perform
its obligations under the ISDA Master Agreement, MSFTA
Master Agreement or any Transaction under such agreements.
2. No actions have been taken or proposed by anyone
(including any Fund's shareholders) to submit to a Fund's
shareholders any change to (i) such Fund's classification
under Xxxxxxx 0 xx xxx 0000 Xxx, (xx) such Fund's
Investment Guidelines or governing documents regarding the
use of derivatives or (iii) any matter requiring the vote
of such Fund's shareholders under Section 13 of the 1940
Act, in each case, which could reasonably be expected to
materially adversely affect any ISDA Master Agreement,
MSFTA Master Agreement or any Transaction under such
agreements.
Certification as of June 13, 2012
Xxxxxxx National Asset Management, LLC
By:
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and CEO
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