INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 30th day of April, 2012 by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and XXXXXXXXX XXXXXX FIXED INCOME
LLC, a Delaware limited liability company and registered investment adviser
("Sub-Adviser").
WHEREAS, the Adviser is the investment manager for the JNL Series Trust
(the "Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act");
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory and Management Agreement ("Management Agreement") dated as of January
31, 2001 with the Trust; and
WHEREAS, the Adviser desires to retain the Sub-Adviser as the Adviser's
agent to furnish investment advisory services to the investment portfolios of
the Trust listed on Schedule A hereto ("each a Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to provide
certain sub-investment advisory services to the Funds for the period and
on the terms set forth in this Agreement. The Sub-Adviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Adviser designates one or more funds other than the Funds
with respect to which the Adviser wishes to retain the Sub-Adviser to
render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such fund
shall become a Fund hereunder, and be subject to this Agreement, subject
to the approval of the Trust's Board of Trustees ("Board of Trustees).
2. DELIVERY OF DOCUMENTS. The Adviser has or will furnish the Sub-Adviser
with copies properly certified or authenticated of each of the following
prior to the commencement of the Sub-Adviser's services:
a) the Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on June 1,
1994, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Declaration of
Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Board of Trustees authorizing the appointment of
the Sub-Adviser and approving this Agreement;
d) the Trust's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission (the "SEC")
and all amendments thereto;
e) the Trust's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended ("1933 Act") and under the 1940 Act as filed
with the SEC and all amendments thereto insofar as such Registration
Statement and such amendments relate to the Funds; and
f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus").
During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all proxy statements, reports to
shareholders, sales literature or other materials prepared for
distribution to shareholders of each Fund, prospectus of each Fund, prior
to the use thereof, and the Adviser shall not use any such materials if
the Sub-Adviser reasonably objects in writing within five business days
(or such other period as may be mutually agreed) after receipt thereof.
The Sub-Adviser's right to object to such materials is limited to the
portions of such materials that expressly relate to the Sub-Adviser, its
services and its clients. The Adviser agrees to use its reasonable best
efforts to ensure that materials prepared by its employees or agents or
its affiliates that refer to the Sub-Adviser or its clients in any way are
consistent with those materials previously approved by the Sub-Adviser as
referenced in the first sentence of this paragraph. Sales literature may
be furnished to the Sub-Adviser by e-mail, first class or overnight mail,
facsimile transmission equipment or hand delivery.
The Adviser will furnish the Sub-Adviser with copies of all amendments of
or supplements to the foregoing that relate specifically to the
Sub-Adviser or a Fund that it provides sub-advisory services to, within a
reasonable time before they become effective. Any amendments or
supplements that impact the management of the Funds will not be deemed
effective with respect to the Sub-Adviser until the Sub-Adviser's approval
thereof.
PAGE 2 OF 12
3. MANAGEMENT. Subject always to the supervision of the Adviser, who in turn
is subject to the supervision of the Trust's Board of Trustees, the
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 or other property (including financial futures and options of
any type), all on behalf of the Funds. Without the Adviser's prior consent
to each transaction, the Sub-Adviser shall have full discretionary
authority as agent and attorney-in-fact, with full power of substitution
and full authority in the Fund's name, to (a) buy, sell, hold, exchange,
convert or otherwise deal in any manner in any assets; (b) place orders
for the execution of such assets and other transactions with or through
such brokers, dealers, counter-parties, issuers, agents or arrangers as
the Sub-Adviser may select; (c) execute, on behalf of the Fund, such
brokerage, derivatives, subscription and other agreements and documents
(including, without limitation, ISDA and LSTA documentation) as the Sub-
Adviser deems necessary or appropriate in connection with the Fund's
investment activities; and (d) negotiate, enter into, make and perform any
other contracts, agreements or other undertakings it may deem advisable in
connection with the performance of the Sub-Adviser's duties hereunder. The
Adviser and/or the Fund's custodian will handle matters relating to the
Fund participating in any class action settlements and the Sub-Adviser
shall not have any obligations relating thereto. In the performance of its
duties, the Sub-Adviser will satisfy its fiduciary duties to the Funds (as
set forth below), and will monitor the Funds' investments, and will comply
with the provisions of Trust's Declaration of Trust and By-Laws, as
amended from time to time, and the stated investment objectives, policies
and restrictions of the Funds, which may be amended from time to time. The
Sub-Adviser and the Adviser will each make its officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Funds and to consult with each other regarding
the investment affairs of the Funds. The Sub-Adviser will report to the
Board of Trustees and to the Adviser with respect to the implementation of
such program. The Sub-Adviser, solely with respect to the assets of the
Funds which are under its management pursuant to this Agreement, and based
on information obtained from the Funds' administrator, custodian and other
service providers, shall take reasonable steps to comply with the
diversification provisions of Section 851 and Section 817(h) of the
Internal Revenue Code of 1986, as amended ("IRC"), and its accompanying
Regulation, Treas. Reg. Section 1.817-5, applicable to the Funds.
The Adviser will not act in a manner that would result in the Sub-Adviser
failing to maintain the required diversification and if the failure to
diversify is inadvertent, Xxxxxxx National Life Insurance Company and any
of its affiliates investing in the Funds, as owner of the assets in the
Funds, shall in good faith and in conjunction with the Sub-Adviser follow
the procedures specified in Treas. Reg. Section 1.817-5(a)(2) and Revenue
Procedure 92-25 (or its successor) to request relief from the Commissioner
of Internal Revenue Service, and that in such an event the Adviser shall
work in conjunction with the Sub-Adviser in the preparation of any request
for relief or closing agreement and, to the extent that the Adviser is
seeking indemnification under Section 12 hereof, no filings or agreements
shall be made with the Commissioner of Internal Revenue Service without
the prior written approval of the Sub-Adviser.
The Adviser agrees that the Sub-Adviser shall not be liable for any
failure to recommend the purchase or sale of any security on behalf of any
Fund on the basis of any information which might cause such purchase or
sale to, in the Sub-Adviser's opinion, constitute a violation of any
federal or state laws, rules or regulations.
PAGE 3 OF 12
In performing its obligations under this Agreement, the Adviser authorizes
the Sub-Adviser, at its own discretion and without the consent of the
Adviser, to delegate any non-investment advisory services (including, but
not limited to, portfolio reconciliation and loan amendment
administration) to any affiliate of the Adviser as well as third party
service providers subject to confidentiality agreements. Any delegation
will be subject to the Sub-Adviser's responsibility and liability under
the terms of this Sub-Advisory Agreement.
The Sub-Adviser further agrees that it:
a) will use the same skill and care in providing such services as it
uses in providing services to its other client mandates for which it
has investment responsibilities;
b) will comply with all applicable Rules and Regulations of the SEC in
all material respects and in addition will conduct its activities
under this Agreement in accordance with any applicable regulations
of any governmental authority pertaining to its investment advisory
activities, including but not limited to compliance with Rule
206(4)-7 under the Investment Advisers Act of 1940, as amended;
c) will report regularly to the Adviser and to the Trust's Board of
Trustees as reasonably agreed between the Adviser and the
Sub-Adviser and will make appropriate persons available for the
purpose of reviewing with representatives of the Adviser and the
Board of Trustees on a regular basis at reasonable times agreed to
by the Adviser and the Sub-Adviser, the management of the Funds,
including, without limitation, review of the general investment
strategies of the Funds, the performance of the Funds in relation to
the specified benchmarks and will provide various other reports from
time to time as reasonably requested by the Adviser;
d) will provide to the Adviser (i) a monthly compliance checklist
developed for each Fund by the Adviser and the Sub-Adviser, (ii)
quarterly reports developed for each Fund by the Adviser and the
Sub-Adviser, and (iii) other compliance and reporting information as
requested by the Adviser or the Board of Trustees from time-to-time;
e) as a service provider to the Funds will cooperate fully with the
Chief Compliance Officer of the Trust in the execution of his/her
responsibilities to monitor service providers to the Funds under
Rule 38a-1 under the 1940 Act;
f) will prepare and maintain such books and records with respect to
each Fund's securities transactions in accordance with Section 7
herein, and will furnish the Adviser and Trust's Board of Trustees
such periodic and special reports as the Adviser may reasonably
request;
PAGE 4 OF 12
g) will prepare and cause to be filed in a timely manner Form 13F and,
if required, Schedule 13G with respect to securities held for the
account of the Funds subject to the Sub-Adviser's supervision;
h) will act upon reasonable instructions from the Adviser not
inconsistent with the fiduciary duties and investment objectives
hereunder;
i) will treat confidentially and as proprietary information of Trust
all such records and other information relative to the Trust
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by Trust, which approval
shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by Trust,
provided, however, that notwithstanding the foregoing, the
Sub-Adviser may disclose such information as required by applicable
law, regulation or upon request by a regulator or auditor of the
Sub-Adviser;
j) will vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder; and may, at
its discretion (subject to the Sub-Adviser's responsibility and
liability under the terms of this Sub-Advisory Agreement), elect to
use one or more third parties, including proxy voting services, in
fulfilling its obligations hereunder; provided however, the Adviser
will, or will direct the Fund's custodian to, send all proxy
solicitation material and other related material, including interim
reports, annual reports and other issuer mailings with respect to
the Account, to the Sub-Adviser or its agent;
k) will vote and take all action related to corporate reorganization
matters (e.g., conversions, tender and exchange offers, mergers,
stock splits, rights offerings, recapitalizations, amendments,
modifications or waivers or other rights or powers); provided
however, that the Adviser will, or will direct the Fund's
custodian to, deliver all materials and information relating to
corporate reorganization matters to the Adviser or its agent.
l) may not consult with any other sub-adviser of the Trust concerning
transactions in securities or other assets for any investment
portfolio of the Trusts, including the Funds, except that such
consultations are permitted between the current and successor
sub-advisers of the Funds in order to effect an orderly transition
of sub-advisory duties so long as such consultations are not
concerning transactions prohibited by Section 17(a) of the 1940 Act.
PAGE 5 OF 12
4. CUSTODY OF ASSETS. The Sub-Adviser shall at no time have the right to
physically possess the assets of the Funds or have the assets registered
in its own name or the name of its nominee, nor shall the Sub-Adviser in
any manner acquire or become possessed of any income, whether in kind or
cash, or proceeds, whether in kind or cash, distributable by reason of
selling, holding or controlling such assets of the Funds. In accordance
with the preceding sentence, the Sub-Adviser shall have no responsibility
with respect to the collection of income, physical acquisition or the
safekeeping of the assets of the Funds. All such duties of collection,
physical acquisition and safekeeping shall be the sole obligation of the
custodian.
5. BROKERAGE. The Sub-Adviser is responsible for decisions to buy and sell
securities for each Fund, broker-dealer selection, and negotiation of
brokerage commission rates. The Sub-Adviser shall have the express
authority to negotiate, open, continue and terminate brokerage accounts
and other brokerage arrangements with respect to all portfolio
transactions entered into by the Sub-Adviser on behalf of the Funds. The
Sub-Adviser will provide copies of brokerage agreements entered into by
the Funds to the Adviser, if applicable. It is the Sub-Adviser's general
policy in selecting a broker to effect a particular transaction to seek to
obtain "best execution", which means prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions which
are reasonable in relation to the value of the brokerage services provided
by the broker.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers
and negotiating commission rates, will take all relevant factors into
consideration, including, but not limited to: the best price available;
the reliability, integrity and financial condition of the broker-dealer;
the size of and difficulty in executing the order; the broker's execution
capabilities and any research provided by the broker that aids the
Sub-Adviser's investment decision-making process; and the value of the
expected contribution of the broker-dealer to the investment performance
of the applicable Fund on a continuing basis. Subject to such policies and
procedures as the Trust's Board of Trustees may determine, the Sub-Adviser
shall have discretion to effect investment transactions for each Fund
through broker-dealers (including, to the extent permissible under
applicable law, broker-dealer affiliates) who provide brokerage and/or
research services, as such services are defined in section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause
such Fund to pay any such broker-dealers an amount of commission for
effecting a portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount
of commission is reasonable in relation to the value of the brokerage or
research services provided by such broker-dealer, viewed in terms of
either that particular investment transaction or the Sub-Adviser's overall
responsibilities with respect to such Fund and other accounts to which the
Sub-Adviser exercises investment discretion (as such term is defined in
section 3(a)(35) of the 1934 Act). Allocation of orders placed by the
Sub-Adviser on behalf of a Fund to such broker-dealers shall be in such
amounts and proportions as the Sub-Adviser shall determine in good faith
in conformity with its responsibilities under applicable laws, rules and
regulations. The Sub-Adviser will submit reports on brokerage placements
to the Adviser as reasonably requested by the Adviser, in such form as may
be mutually agreed to by the parties hereto, indicating the broker-dealers
to whom such allocations have been made and the basis therefore.
PAGE 6 OF 12
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement. Each
Fund will bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, and
administration fees; fees for necessary professional and brokerage
services; transaction fees and expenses; costs relating to local
administration of securities; and fees for any pricing services. All other
expenses not specifically assumed by the Sub-Adviser hereunder or by the
Adviser under the Management Agreement are borne by the applicable Fund or
the Trust.
7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust shall be available for inspection by the Trust and
the Adviser upon their reasonable request and agrees to provide the Trust
with copies of any of such records upon the Trust's request. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act related to each Fund's portfolio transactions.
The Adviser shall maintain all books and records not related to the Fund's
portfolio transactions.
8. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefore, a
sub-advisory fee accrued daily and payable monthly on the average daily
net assets in the Funds in accordance with Schedule B hereto.
The Sub-Adviser represents and warrants that in no event shall the
Sub-Adviser enter into an agreement after the date hereof to manage the
same investment strategy for any other U.S. registered investment company
client with equal or fewer assets under the Sub-Adviser's management at a
composite rate of compensation less than that provided for herein.
9. SERVICES TO OTHERS. The Adviser understands, and has advised the Trust's
Board of Trustees, that the Sub-Adviser now acts, or may in the future
act, as an investment adviser to fiduciary and other managed accounts, and
as investment adviser or sub-investment adviser to other investment
companies or accounts. The Adviser has no objection to the Sub-Adviser
acting in such capacities, provided that whenever the Fund and one or more
other investment advisory clients of the Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be
allocated in a manner believed by the Sub-Adviser to be equitable to each.
The Sub-Adviser may group orders for a Fund with orders for other funds
and accounts to obtain the efficiencies that may be available on larger
transactions when it determines that investment decisions are appropriate
for each participating account. The Sub-Adviser cannot assure that such
policy will not adversely affect the price paid or received by a Fund. The
Adviser recognizes, and has advised Trust's Board of Trustees, that in
some cases this procedure may adversely affect the size and the
opportunities of the position that the participating Fund may obtain in a
particular security. In addition, the Adviser understands, and has advised
the Trust's Board of Trustees, that the persons employed by the
Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement
will not devote their full time to such service and nothing contained in
this Agreement will be deemed to limit or restrict the right of the
Sub-Adviser or any of its affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
PAGE 7 OF 12
10. LIMITATION OF LIABILITY. The Sub-Adviser, its officers, directors,
employees, agents or affiliates will not be subject to any liability to
the Adviser or the Funds or their directors, officers, employees, agents
or affiliates for any error of judgment or mistake of law or for any loss
suffered by the Funds, any shareholder of the Funds or the Adviser either
in connection with the performance of the Sub-Adviser's duties under this
Agreement or its failure to perform due to events beyond the reasonable
control of the Sub-Adviser or its agents, except for a loss resulting from
the Sub-Adviser's willful misfeasance, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement. Federal and State securities
laws may impose liabilities under certain circumstances on persons who act
in good faith, and therefore nothing herein shall in any way constitute a
waiver or limitation of any right which the Adviser may have under any
applicable laws.
11. INDEMNIFICATION. The Adviser and the Sub-Adviser each agree to indemnify
the other party (and each such party's affiliates, employees, directors
and officers) against any claim, damages, loss or liability (including
reasonable attorneys' fees) arising out of any third party claims brought
against an indemnified party that are found to constitute willful
misfeasance or gross negligence on the part of the indemnifying party.
12. DURATION AND TERMINATION. This Agreement will become effective as to a
Fund upon execution or, if later, on the date that initial capital for
such Fund is first provided to it and, unless sooner terminated as
provided herein, will continue in effect for two years from the date of
its execution. Thereafter, if not terminated as to a Fund, this Agreement
will continue in effect as to a Fund 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 such 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 the Adviser, or of the Sub-Adviser.
Notwithstanding the foregoing, this Agreement may be terminated as to a
Fund at any time, without the payment of any penalty, on sixty days'
written notice by the Trust or the Adviser, or on sixty days' written
notice by the Sub-Adviser. 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 as in the 1940 Act.)
Section 10 and 11 herein shall survive the termination of this Agreement.
13. ACKNOWLEDGEMENTS OF THE ADVISER. The Adviser acknowledges and agrees that:
(a) The assets of the Account may be invested in futures contracts and
consents to the Sub-Adviser's use of the alternate disclosure and
recordkeeping standards under Commodity Futures Trading Commission
Rule 4.7 with respect to such futures trading, which alternate
standards are available to the Sub-Adviser on account of each Fund's
ownership of securities of issuers not affiliated with the Funds and
other investments with an aggregate market value of at least
$2,000,000 and on account of the Trust's status as an investment
company registered under the 1940 Act (not formed for the specific
purpose of either investing in an exempt pool or opening an exempt
account);
PAGE 8 OF 12
(b) It is excluded from the definition of a commodity pool operator
under CFTC Rule 4.5, and in connection with such exemption has filed
a notice of eligibility and will provide the Sub-Adviser with a copy
of such notice of eligibility before the execution of this
Agreement; and
(c) The Adviser hereby acknowledges that not less than forty-eight (48)
hours before the date it has executed this Agreement, it received
from the Sub-Adviser a copy of Part 2 of the Sub-Adviser's Form ADV,
as required by Rule 204-(3) of the Investment Advisers Act of 1940,
as amended.
14. OBLIGATIONS OF THE ADVISER. The Adviser agrees to provide or complete, as
the case may be, the following prior to the commencement of the
Sub-Adviser's investment advisory services as specified under this
Agreement:
(a) A list of first tier affiliates and second tier affiliates (i.e.,
affiliates of affiliates) of the Fund;
(b) A list of restricted securities for each Fund (including CUSIP,
Sedol or other appropriate security identification); and
(c) A copy of the current compliance procedures for each Fund.
The Adviser also agrees to promptly update the above referenced items in
order to ensure their accuracy, completeness and/or effectiveness.
15. CONFIDENTIAL TREATMENT. It is understood that any information or
recommendation supplied by, or produced by, the Sub-Adviser in connection
with the performance of its obligations hereunder is to be regarded as
confidential and for use only by the Adviser and the Trust. Furthermore,
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 the Sub-Adviser, the Adviser and Trust will not disclose any
list of securities held by the Fund until it is either filed with the U.S.
Securities & 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 30 days after month end.
In addition, 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.
PAGE 9 OF 12
The Adviser consents to the disclosure to third parties of the identity of
the Trust, Fund and the Adviser as part of any representative list of
clients, including by type of account strategy, of the Sub-Adviser and/or
its affiliates.
16. ENTIRE AGREEMENT; AMENDMENT OF THIS AGREEMENT. This Agreement constitutes
the entire agreement between the parties with respect to the Funds. No
provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or
termination is sought.
17. NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as designated herein.
a) TO THE ADVISER:
Xxxxxxx National Life Insurance Company
0 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Legal Department - Contracts Administrator
Email address: xxxxx.xxxxxxxxx@xxxxxxx.xxx and
xxxxx.xxxxx@xxxxxxx.xxx
b) TO THE SUB-ADVISER:
Xxxxxxxxx Xxxxxx Fixed Income LLC
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Client Service
In accordance with the foregoing, the Adviser hereby consents to receive
the Sub-Adviser's Form ADV Part 2 and other Sub-Adviser Communications via
e-mail to Adviser's e-mail address set out above. Although the Adviser
does not impose any additional charges for electronic delivery, the
Adviser may, of course, incur costs associated with the Adviser's
electronic access, such as usage charges from the Adviser's Internet
access providers. The Adviser may revoke its election to receive such
Sub-Adviser Communications via e-mail at any time by written notice to the
Sub-Adviser requesting that Sub-Adviser send Sub-Adviser Communications
via facsimile or in hardcopy via the postal service to the address set out
above or as notified to the Sub-Adviser by the Adviser from time to time.
18. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
PAGE 10 OF 12
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under, the
Declaration of Trust, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
the "JNL Series Trust" entered in the name or on behalf thereof by any of
the Trustees, representatives or agents are made not individually but only
in such capacities and are not binding upon any of the Trustees,
Shareholders or representatives or agents of Trust personally, but bind
only the assets of Trust, and persons dealing with the Funds must look
solely to the assets of Trust belonging to such Fund for the enforcement
of any claims against the Trust.
19. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
20. COUNTERPART 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.
21. QUALIFIED INSTITUTIONAL BUYER REPRESENTATIONS. The Adviser represents that
on the date of this Agreement the Fund is a "qualified institutional
buyer" as that term is defined in Rule 144A of the Securities Act of 1933,
as amended, and as such owns or invests on a discretionary basis at least
$100 million ("QIB Amount") in securities (valued at cost, except where
the Fund reports its securities holdings on the basis of fair market value
and no current information with respect to the cost of securities has been
published) of issues that are not affiliated with the Fund. The Adviser
agrees to furnish the Sub-Adviser with such financial information as it
may request to confirm the Fund's status (or continuing status) as a
qualified institutional buyer and to inform the Sub-Adviser promptly if
the Fund loses its status as a qualified institutional buyer because it no
longer owns and invests the QIB Amount.
PAGE 11 OF 12
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Agreement
to be executed as of this 12th day of January, 2012, effective April 30, 2012.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
-------------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
XXXXXXXXX XXXXXX FIXED INCOME LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
PAGE 12 OF 12
SCHEDULE A
APRIL 30, 2012
(Funds)
----------------------------------------------------
JNL/XXXXXXXXX XXXXXX STRATEGIC INCOME FUND
----------------------------------------------------
A-1
SCHEDULE B
APRIL 30, 2012
(Compensation)
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JNL/XXXXXXXXX XXXXXX STRATEGIC INCOME FUND
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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$0 to $200 Million 0.20%
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$200 Million to $750 Million 0.15%
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Amounts over $750 Million 0.12%
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B-1
