AMENDED AND RESTATED
INVESTMENT SUB-SUB-ADVISORY AGREEMENT
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This Agreement is effective as of the 25th day of May, 2007, Amended and
Restated as of the 6th day of October, 2008, and further Amended and Restated
effective as of the 1st day of December, 2012,by and between Xxxxxxx Xxxxx Asset
Management, L.P., a Delaware limited partnership ("GSAM"), and Xxxxxxx Sachs
Asset Management International, a company organized with unlimited liability
under the laws of England ("GSAMI", collectively with GSAM, the "parties" and
individually each a "party").
RECITALS
WHEREAS, the JNL/Xxxxxxx Xxxxx Core Plus Bond Fund and the JNL/Xxxxxxx
Sachs Emerging Markets Debt Fund (individually, a "Fund" and collectively, the
"Funds") are investment portfolios of the JNL Series Trust (the "Trust"), a
Massachusetts business trust registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, management investment
company;
WHEREAS, Xxxxxxx National Asset Management, LLC ("JNL") and the Trust are
parties to an Investment Advisory and Management Agreement dated 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, pursuant to which JNL
acts as investment manager with respect to the investment portfolios of the
Trust, including the Funds;
WHEREAS, JNL and GSAM are parties to an Investment Sub-Advisory Agreement,
dated May 2, 2005, and Amended and Restated effective as of the 1st day of
December, 2012, (as amended, the "Sub-Advisory Agreement"), pursuant to which
GSAM acts as the investment manager with respect to certain investment
portfolios of the Trust, including the Funds; and
WHEREAS, GSAM desires to retain GSAMI to provide certain investment
services with respect to the Funds upon the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. APPOINTMENT. GSAM hereby appoints GSAMI to act as a discretionary
investment manager with respect to such portion of the assets of each Fund
as GSAM shall allocate to GSAMI for the period and pursuant to the terms
and conditions set forth herein. GSAMI accepts such appointment and agrees
to provide the services contemplated herein, pursuant to the terms and
conditions set forth herein.
2. DUTIES OF GSAMI. Subject to the supervision of GSAM and the Trust's Board
of Trustees, GSAMI will furnish an investment program which, when taken
together with any portion of each Fund's assets managed by GSAM, is
consistent with the investment objectives, policies and restrictions set
forth in each Fund's prospectus and Statement of Additional Information,
as they may be amended from time to time in respect of, and make
investment decisions for, all assets of each Fund that it has been
allocated by GSAM and place all orders for the purchase and sale of
securities, all on behalf of the Funds. GSAMI is authorized as the agent
of the Trust to give instructions with respect to the assets allocated to
it to give instructions to the custodian of each Fund as to deliveries of
securities and other investments and payments of cash for the account of
the Funds. GSAM and GSAMI agree to keep records relating to any services
hereunder provided by GSAMI in accordance with all applicable laws.
In no instance will securities held by or being acquired for the Funds be
purchased from or sold to GSAMI, or any affiliated person of GSAMI or the
Funds, except in accordance with the 1940 Act, the Advisers Act, and
applicable rules, guidance and exemptive orders issued by the SEC and its
staff thereunder.
Whenever GSAMI simultaneously places orders to purchase or sell the same
security on behalf of a Fund and one or more other accounts managed by
GSAMI, such orders will be allocated as to price and amount among all such
accounts in a manner believed by GSAMI to be equitable to each account.
GSAMI shall keep all records and other information relative to the Funds
as confidential and proprietary information of each Fund, and will not use
such records of information for any purpose other than in connection with
the performance of its responsibilities hereunder; provided, however,
GSAMI may disclose records or information relative to a Fund when directed
by order of a court or regulatory authority.
3. REPRESENTATION OF GSAMI. GSAMI represents, warrants and covenants that it
is authorized and regulated by the Financial Services Authority (the
"FSA") and has classified each Fund as an Intermediate Customer as defined
by the FSA Rules.
4. EXPENSES OF THE FUND. GSAMI shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. All
expenses not specifically assumed by GSAMI hereunder or by GSAM or JNL are
borne by the Funds or Trust.
5. SERVICES NOT EXCLUSIVE. The services to be provided by GSAMI hereunder are
not to be deemed exclusive, and GSAMI shall be free to provide similar
services to other clients so long as the provision of such services to
such other clients does not impair GSAMI's ability to provide the services
contemplated hereunder. Nothing contained herein shall be construed to
limit or restrict the right of any director, officer or employee of GSAMI
(who may also be a director, officer or employee of GSAM) to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
6. COMPLIANCE WITH APPLICABLE LAW. GSAMI will manage the assets of each Fund
that are under its management pursuant to this Agreement in conjunction
with those assets managed by GSAM such that each Fund, as a whole, is in
compliance with (i) the requirements of the 1940 Act and the regulations
adopted by the U.S. Securities and Exchange Commission, and (ii) the
requirements of the Commodities Exchange Act and the regulations adopted
by the U.S. Commodity Futures Trading Commission and National Futures
Association. Further, GSAMI will conduct its activities under this
Agreement in accordance with applicable regulations of any governmental
authority pertaining to its investment advisory activities.
7. TERM AND TERMINATION. This Agreement shall become effective upon
execution, and unless sooner terminated as provided herein, will continue
in effect for two (2) years from the date of its execution. Thereafter, if
not terminated, this Agreement will continue
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in effect 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 each 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 JNL, GSAM and GSAMI.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, on sixty days' written notice by
the Trust or JNL, or on sixty days' written notice by GSAM or GSAMI. This
Agreement shall terminate automatically if the Sub-Advisory Agreement
terminates.
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 in the 1940 Act.)
8. LIABILITY OF GSAMI. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations or duties
hereunder on the part of GSAMI or any of its officers, directors or
employees, GSAMI shall not be subject to liability to GSAM or the Funds
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security or investment contract or other
instrument for a Fund's portfolio.
9. NOTICES. Any notices under this Agreement shall be given in writing,
addressed and delivered or mailed, postage paid, to such address as may be
designated for the receipt of such notice, with copies to JNL and the
Funds. The respective addresses for the delivery of such notices are as
follows:
IF TO GSAM:
Xxxxxxx Xxxxx Asset Management, L.P.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx
IF TO GSAMI:
Xxxxxxx Xxxxx Asset Management International
Xxxxxxxxxxxx Xxxxx
00-00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Attn: Xxxx Xxxxxxxx
With a copy to:
Xxxxxxx Xxxxx Asset Management, L.P.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxx
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COPIES TO JNL AND THE FUNDS MAY BE DELIVERED TO:
JNL Series Trust
Xxxxxxx National Asset Management, LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxx, President
10. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
11. COUNTERPARTY 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 parties hereto have caused this Agreement to be
executed as of this 21st day of February 2013, effective December 1, 2012.
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
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Title: Managing Director
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XXXXXXX XXXXX ASSET MANAGEMENT INTERNATIONAL
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
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Title: Managing Director
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ACCEPTED AND AGREED:
JNL SERIES TRUST
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: President and CEO
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