AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
FRANKLIN ADVISERS, INC.
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and FRANKLIN ADVISERS, INC., a California corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of May 1, 2006 ("Agreement"), whereby Adviser
appointed Sub-Adviser to provide sub-investment advisory services to a certain
investment portfolio of the JNL Series Trust ("Trust").
WHEREAS, the parties wish to amend the Agreement in order to add the
JNL/Franklin Xxxxxxxxx Global Multisector Bond Fund, pursuant to the appointment
of the Sub-Adviser to provide certain sub-investment advisory services to this
new fund of the Trust.
WHEREAS, in order to reflect this fund addition, Schedule A and Schedule B
to the Agreement must be amended.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. Schedule A to the Agreement is hereby deleted and replaced in its
entirety with Schedule A dated December 12, 2011, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated December 12, 2011, attached hereto.
3. Paragraph (f) of Section 3 of the Agreement is deleted and replaced in
its entirety with the following:
(f) will prepare and cause to be filed in a timely manner Form 13F and, if
required, Schedule 13G or Schedule 13D, as applicable, with respect to
securities held for the account of the Funds subject to the Sub-Adviser's
supervision and reporting obligations;
4. The following shall be inserted at the beginning of Section 5 of the
Agreement:
The Sub-Adviser will place orders pursuant to the Sub-Adviser's investment
determinations for a Fund either directly with an issuer or with any broker or
dealer selected by the Sub-Adviser. Nothing herein shall preclude the
aggregation or "bunching" of orders for the sale or purchase of portfolio
securities in a Fund with other funds, separate accounts or other investment
vehicles ("accounts") managed, advised or sub-advised by Sub-Adviser. With
respect to the allocation of trades, Sub-Adviser shall not favor any account
over any other and purchase or sale orders executed contemporaneously shall be
allocated in a manner it deems equitable among the accounts involved.
5. Section 15 of the Agreement is deleted and replaced in its entirety with
the following:
Confidential Treatment. It is understood and agreed that information,
including, but not limited to, securities selection or recommendations supplied
by, or produced by, Sub-Adviser in connection with the performance of its
obligations hereunder, the identity of the portfolio holdings of the Fund,
systems and processes utilized by the Adviser and the Trust, and nonpublic
information related to the Trust and its shareholders (collectively,
"Confidential Information") are to be regarded as confidential and for use only
as required for the provision of investment management and related services to
the Fund. Each party hereto agrees that:
(i) they each are subject to a duty of confidentiality with respect to the
Confidential Information;
(ii) they each will use the same degree of care to protect the
confidentiality of all Confidential Information they receive as they use to
protect their own confidential and proprietary information which they do not
wish to have published or disseminated, provided, however, in no event will any
party use less than a reasonable degree of care to protect any Confidential
Information received;
(iii) except for the purposes of the Fund's investments, they will not
trade on Confidential Information received and recognize that adverse
consequences may result if the Confidential Information is used for other
trading practices;
(iv) they will not disclose or cause to be disclosed any Confidential
Information to any person and unless otherwise provided by this section or
otherwise required to provide services to the Fund; and
(v) except as required by law (including, but not limited to semi-annual,
annual or other filings made under the 0000 Xxx) or as agreed to by the Adviser
and Sub-Adviser, the Adviser and the Trust will not disclose the identity of the
portfolio holdings of the Fund until it is either filed with the Securities and
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. Also, the Sub-Adviser may report the identity of the portfolio holdings
of the Fund to certain entities that provide services to the Sub-Adviser,
provided that there is a confidentiality agreement between the Sub-Adviser and
any such entity.
Each party agrees to immediately notify the other party if they learn of
any use of the Confidential Information by the other party's employees, agents
or clients for purpose(s) other than as provided in this section or as required
for investment advisory services or administrative services to the Fund, or that
would otherwise violate this section. In the event that a party receives a
request, demand, order or requisition requiring the disclosure of Confidential
Information from any judicial, governmental or regulatory body, they shall
promptly (and, to the extent possible, prior to disclosing any Confidential
Information) notify the other party of such request, demand, order or
requisition. In the event that a party is unable to obtain a protective order or
other remedy to prevent the disclosure of any or all of the Confidential
Information, the other party agrees to furnish only that portion of the
Confidential Information which they are legally required to provide. Each party
acknowledges that damages alone would not be an adequate remedy of any breach of
the provisions in this section and, accordingly, without prejudice to any and
all other rights or remedies, each party acknowledges that the other party and
its affiliates or any other entity to which the Confidential Information
pertains shall be entitled to the remedies of injunction, specific performance
and other equitable relief for any threatened or actual breach of the provisions
of this section.
6. The following new paragraph 21 shall be added to the Agreement:
No Claims Filing. Sub Adviser shall not be expected or required to take any
action with respect to legal proceedings (including, without limitation, class
action lawsuits, governmental or regulatory victim funds, and bankruptcy
proceedings) involving securities presently or formerly held in a Fund, or the
issuers of such securities or related parties.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of October 5, 2011, effective as of December 12,
2011.
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
Date:September 22, 2011
FRANKLIN ADVISERS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Name:Xxxxxx X. Xxxxxxxx
Title: President
Date: October 5, 2011
SCHEDULE A
DECEMBER 12, 2011
(Funds)
JNL/Franklin Xxxxxxxxx Income Fund
JNL/Franklin Xxxxxxxxx Global Multisector Bond Fund
SCHEDULE B
DECEMBER 12, 2011
(Compensation)
JNL/Franklin Xxxxxxxxx Income Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE*
$0 to $50 Million 0.625%
$50 Million to $200 Million 0.465%
$200 Million to $500 Million 0.375%
Amounts over $500 Million 0.350%
* For purposes of determining the monthly sub-advisory fee rate pursuant to
this Schedule B, the assets of the JNL/Franklin Xxxxxxxxx Income Fund shall
be aggregated with the assets of the JNL/Franklin Xxxxxxxxx Global Growth
Fund. Such aggregated assets will be applied to the above schedule and the
resulting effective rate shall be applied to the actual assets of the
JNL/Franklin Xxxxxxxxx Income Fund to determine the monthly sub-advisory
fee. Such aggregation of assets shall not be applied to the actual assets
of the JNL/Franklin Xxxxxxxxx Global Growth Fund to determine the monthly
sub-advisory fee rate for that fund, which is governed by the Investment
Sub-Advisory Agreement for that Fund.
JNL/Franklin Xxxxxxxxx Global Multisector Bond Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 Million 0.45%
$100 Million to $250 Million 0.40%
$250 Million to $500 Million 0.38%
$500 Million to $750 Million 0.37%
Amounts over $750 Million 0.36%