Amendment to Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and PPM America, Inc.
Amendment to
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 effective as of the 16th day of January, 2007, as Amended and Restated effective as of the 1st day of December, 2012, and as further Amended and Restated as of the 25th day of April 2016 ("Agreement"), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios of JNL Series Trust ("Trust"), as listed on Schedule A to the Agreement.
Whereas, the parties have agreed to amend the following sections of the Agreement:
Section 3. "Management."
Section 17. "Notice."
Now Therefore, in consideration of the mutual covenants herein contained, the parties hereby agree to amend the Agreement as follows:
1. The following shall be inserted as sub-paragraph m) in Section 3. "Management." under the heading entitled: "The Sub-Adviser further agrees that it:"
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m)
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at its expense, will furnish: (i) all necessary facilities and personnel, including salaries, expenses, and fees of any personnel required for the Sub-Adviser to faithfully perform its duties under this Agreement; and (ii) administrative facilities, including bookkeeping, and all equipment necessary for the efficient conduct of the Sub-Adviser's duties under this Agreement. In addition, the Sub-Adviser shall, at its expense, bear any reasonable fees or costs associated with regulatory investigations or third-party litigation arising from or pertaining to (i) the services provided by the Sub-Adviser under the Agreement (but excluding litigation for services provided and/or fees charged by the Adviser); and (ii) the Sub-Adviser's general business operations that require the involvement or participation of the Adviser, the Fund, and/or any Trustee of the Fund. The Adviser shall, at its expense, bear any reasonable fees or costs associated with regulatory investigations or third-party litigation arising from or pertaining to (i) the services provided and/or fees charged by the Adviser (but excluding any investigations or litigation that arise from or pertain to the services provided and/or fees charged by the Sub-Adviser) and (ii) the Adviser's or Fund's general business operations that require the involvement or participation of the Sub-Adviser (including any third-party litigation arising from or pertaining to any Fund's investment activity in which the Sub-Adviser is improperly named as a party). A party's aggregate liability to the other for all fees and costs under this section shall not exceed the aggregate fees paid by the Adviser to the Sub-Adviser during the prior 12 months. Notwithstanding the foregoing, the limitations of liability set forth above shall not apply to any indemnification obligations hereunder.
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2. The Sub-Adviser's address in Section 17. "Notice." shall be revised as follows:
PPM America, Inc.
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
With copy to: xxxxxxxxxxxx@xxxxxxxxxx.xxx
In Witness Whereof, the Adviser and the Sub-Adviser have caused this Amendment to be executed and effective as of August 31, 2016.
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Xxxxxxx National Asset Management, LLC
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PPM America, Inc.
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By:
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/s/ Xxxx X. Xxxxx
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By:
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/s/ Xxxx Xxxxxxx
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Name:
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Xxxx X. Xxxxx
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Name:
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Xxxx Xxxxxxx
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Title:
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President and CEO
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Title:
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Chief Executive Officer
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