Amendment to the Investment Sub-Advisory Agreement Among Jackson National Asset Management, LLC,
Amendment
to the Investment Sub-Advisory Agreement Among
Xxxxxxx National Asset Management, LLC,
PPM America, Inc., and
Xxxxxxx Variable Series Trust
This Amendment is made by and among Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (“Adviser”), PPM America, Inc., a Delaware corporation and registered investment adviser (“Sub-Adviser”), and Xxxxxxx Variable Series Trust, a Massachusetts business trust (“Trust”).
Whereas, the Adviser, the Sub-Adviser, and the Trust entered into an Investment Sub-Advisory Agreement effective as of the 27th day of April, 2015, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios of the 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 q) in Section 3. “Management.” under the heading entitled: “The Sub-Adviser further agrees that it:”
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| q) |
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:
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PPM America, Inc.
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
With copy to: xxxxxxxxxxxx@xxxxxxxxxx.xxx
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In Witness Whereof, the Adviser, the Sub-Adviser, and the Trust have caused this Amendment to be executed as of this 20th day of December, 2016, effective December 14, 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/ Xxxxxxx Xxxxxxxxxxx
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Name:
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Xxxx X. Xxxxx
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Name:
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Xxxxxxx Xxxxxxxxxxx
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Title:
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President and CEO
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Title:
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Chief Investment Officer
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Xxxxxxx Variable Series Trust
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By:
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/s/ Xxxx X. Xxxxx
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Name:
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Xxxx X. Xxxxx
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Title:
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Assistant Secretary
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