<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>16
<FILENAME>ex77q1n.txt
<DESCRIPTION>JNL SERIES TRUST AMENDED AND RESTATED INVESTMENT SUB-ADVISOR AGREEMENT
<TEXT>
AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective as of the 2nd day of May, 2005, and Amended
and Restated as of the 1st day of December, 2012, by and between JACKSON
NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and J.P. MORGAN INVESTMENT MANAGEMENT
INC., a Delaware corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, 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 effective 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 ("Management Agreement") with the Trust; and
WHEREAS, Adviser desires to retain Sub-Adviser as 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. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Funds for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation
herein provided.
2. DELIVERY OF DOCUMENTS. Adviser has or will furnish 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 Trust's Board of Trustees authorizing the
appointment of 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,
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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, prospects of each Fund or the
public that refer to the Fund in any way, 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 that have been furnished to the
Sub-Adviser for its approval 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.
Adviser will furnish the Sub-Adviser with copies of all amendments of or
supplements to the foregoing 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.
The Sub-Adviser agrees to permit the Adviser and the Trust to use its name
in the names of the Funds and when referring to the Sub-Adviser. Upon
termination of the Agreement with respect to any one Fund the Adviser will
cause such Fund to cease to use the Sub-Adviser's name in the name of the
Fund. Upon the termination of the Agreement with respect to all Funds, the
Sub-Adviser shall cease and shall cause the Funds to cease all use of the
name and marks of the Sub-Adviser and its affiliates.
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,
Sub-Adviser will furnish an investment program in respect of, and make
investment decisions for, on a discretionary basis, 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. In
the performance of its duties, 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. Sub-Adviser and 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. Sub-Adviser will report to
the Board of Trustees and to Adviser with respect to the implementation of
such program. Sub-Adviser, solely with respect to the assets of the Funds,
which are under its management pursuant to this Agreement, is responsible
for compliance with the diversification provisions of Section
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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.
Adviser will not act in a manner that would result in Sub-Adviser failing
to maintain the required diversification. If the failure to diversify is
inadvertent, Jackson 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 assisted by 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 Sub-Adviser will assist the
Adviser in the preparation of any request for relief or closing agreement
and, to the extent that Adviser is seeking indemnification under Section
11 hereof, no filings or agreements shall be made with the Commissioner of
Internal Revenue Service without the prior written approval of
Sub-Adviser.
The Adviser agrees on an on-going basis to provide or cause to be provided
to the Sub-Adviser in advance and in writing, guidelines, (the
"Guidelines"), setting forth the limitations imposed on the Fund as a
result of relevant requirements under state law pertaining to insurance
products. The Sub-Adviser shall be permitted to rely on the most recent
Guidelines delivered to it. The Adviser agrees that the Sub-Adviser may
rely on the Guidelines without independent verification of their accuracy.
Adviser may amend the Guidelines upon written notice to Sub-Advisor;
provided such amendment becomes effective only upon Sub-Advisor's written
acknowledgment of its receipt of such amendment, and Sub-Advisor shall be
provided a reasonable time to comply with such amendment.
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, in the Sub-Adviser's
opinion, constitute a violation of any federal or state laws, rules or
regulations.
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 fiduciary accounts 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;
c) will report regularly to Adviser and to the Trust's Board of
Trustees as reasonably agreed between the Adviser and Sub-Adviser
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of Trustees
on a regular basis at reasonable times agreed to by the Adviser and
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 Adviser;
d) will provide to the Adviser (i) a monthly compliance checklist
developed for each
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Fund by Adviser and Sub-Adviser, and (ii) quarterly reports
developed for each Fund by Adviser and Sub-Adviser;
e) 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 Adviser and Trust's Board of Trustees such
periodic and special reports as the Adviser may reasonably request;
f) 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 Sub-Adviser's supervision;
g) will act upon reasonable instructions from Adviser not inconsistent
with the fiduciary duties and Investment Objectives hereunder;
h) except as provided in Sections 15 and 20 of this Agreement, 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, Sub-Adviser may disclose such
information as required by applicable law, regulation or upon
request by a regulator or auditor of Sub-Adviser. Notwithstanding
the provisions of said clause, to the extent that any market
counterparty with whom the Sub-Adviser deals requires information
relating to the Fund (including, but not limited to, the identity of
the Fund and market value of the Fund), the Sub-Adviser shall be
permitted to disclose such information to the extent necessary to
effect transactions on behalf of the Fund in accordance with the
terms of this Agreement;
i) will vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder and in line
with the Sub-Adviser's proxy voting guidelines and procedures in
effect from time to time. The Adviser agrees to instruct the Fund's
custodian to forward all proxy materials and related shareholder
communications to Sub-Adviser promptly upon receipt. The Sub-Adviser
shall not be liable with regard to voting of proxies or other
corporate actions if the proxy materials and related communications
are not received in a timely manner. With respect to the
JNL/JPMorgan International Equity Fund, Sub-Adviser shall not be
required to take any action or render any advice with respect to any
legal proceedings, including bankruptcies, involving securities, or
the issuers thereof, held in the Fund on or prior to the date of
this Agreement; and
j) 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-
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advisory duties so long as such consultations are not concerning
transactions prohibited by Section 17(a) of the 1940 Act.
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require either party to (i) register as a Commodity Pool
Operator or Commodity Trading Advisor, (ii) make specific disclosure
applicable to it (iii) file reports and other documents, each shall
comply with such requirements that are applicable to it;
b) Sub-Adviser shall comply with all requirements of the CEA and
then-current CFTC regulations that apply to Sub-Adviser with regard
to the Fund; and
c) Sub-Adviser shall cooperate by assisting the Adviser in fulfilling
any disclosure or reporting requirements applicable to the Fund
under the CEA and/or then-current CFTC regulations.
4. CUSTODY OF ASSETS. 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 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, Sub-Adviser shall have no responsibility with respect
to the collection of income, physical acquisition or the safekeeping of
the assets of the Funds. The Trust and Adviser shall have full
responsibility for the payment of all taxes due on capital or income held
or collected for the Fund and the filing of any returns in connection
therewith or otherwise required by law. All such duties of collection,
physical acquisition and safekeeping shall be the sole obligation of the
Fund's custodian. The Trust and Adviser shall direct the Fund's custodian
to comply with all investment instructions given by Sub-Adviser with
respect to the Fund. The Fund's custodian or the Adviser will provide
Sub-Adviser with details of Fund cash flows on a daily basis. The Trust
and Adviser shall provide Sub-Adviser with reasonable advance notice of
any subsequent changes in the Fund's 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 and the Adviser acknowledges that the
Sub-Adviser will effect securities and other transactions through brokers
of its choosing. 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 Sub-Adviser on behalf of the Funds. Sub-Adviser will provide
copies of futures 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; and the value of the
expected
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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 therefor.
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; 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 are the property of the Trust and further agrees
to surrender promptly to the Trust any of such records upon the Trust's
request, copies of which may be retained by the Sub-Adviser. 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, 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.
9. SERVICES TO OTHERS. Adviser understands, and has advised the Trust's Board
of Trustees, that 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, including other investment companies and accounts following
the same investment strategy as the Fund. Adviser has no objection to
Sub-Adviser acting in such capacities, provided that whenever the Fund and
one or more other investment advisory clients of Sub-Adviser have
available funds for investment, investments
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suitable and appropriate for each will be allocated in a manner believed
by Sub-Adviser to be equitable to each. 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.
Sub-Adviser cannot assure that such policy will not adversely affect the
price paid or received by a Fund. 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,
Adviser understands, and has advised the Trust's Board of Trustees, that
the persons employed by Sub-Adviser to assist in 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 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.
10. LIMITATION OF LIABILITY. 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 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
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 Adviser may have under any applicable
laws.
Sub-Adviser does not guarantee the future performance of the Fund or any
specific level of performance, the success of any investment decision or
strategy that Sub-Adviser may use, or the success of Sub-Adviser's overall
management of the Fund. The Trust and Advisor understand that investment
decisions made for the Fund by Sub-Adviser are subject to various market,
currency, economic, political and business risks, and that those
investment decisions will not always be profitable. Sub-Adviser will
manage only the assets of the Fund allocated to its management by the
Adviser and in making investment decisions for the Fund.
11. INDEMNIFICATION. 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.
Neither the Adviser nor the Sub-Adviser shall be liable for any special,
consequential or incidental damages.
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 one year 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
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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 Adviser, or on sixty days' written notice
by the Sub-Adviser (the date of termination may be less than or more than
sixty days after written notice of termination so long as the duration of
the notice period is agreed upon by the Adviser and Sub-Advisor). 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.) Section 10 and 11 herein shall survive the
termination of this Agreement.
13. ACKNOWLEDGEMENTS OF ADVISER. Adviser acknowledges and agrees that:
a) If the Sub-Adviser is registered as a Commodity Trading Advisor
under the CEA, the Adviser consents to the Sub-Adviser's compliance
with the alternative disclosure and recordkeeping standards
available to exempt accounts under CFTC Rule 4.7 with respect to a
Fund's trading in commodity interests, provided that the Sub-Adviser
has duly filed a notice of claim for such relief pursuant to Rule
4.7(d). The Adviser will take reasonable steps to cooperate with the
Sub-Adviser in connection with establishing and maintaining such
exemption under Rule 4.7, including, upon request, confirming
whether a Fund is a "qualified eligible person" as defined in Rule
4.7; and
b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser
will furnish the Sub-Adviser with a copy of the notice of
eligibility filed pursuant to Rule 4.5 (c) with respect to such
exclusion, or, if more recent, the most recent annual notice
affirming the basis of such eligibility that has been filed pursuant
to Rule 4.5(c)(5).
14. OBLIGATIONS OF 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, Sub-Adviser in connection with
the performance of its obligations hereunder is to be regarded by the
Trust and the Adviser 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 1940 Act)
or as agreed to by the Adviser and Sub-Adviser, the Adviser and Trust will
not disclose, in any
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manner whatsoever except as expressly authorized in this Agreement, any
list of securities held by the Funds until such list of securities is
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, except that the Funds' top 10 holdings may be
disclosed 16 days after month end. In addition, at the of each quarter,
the Adviser may disclose, earlier than 30 days after quarter end, a list
of the securities purchased or sold by the Fund during the quarter to
certain third party data or service providers who have entered into a
confidentiality agreement with the Adviser.
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. All notices and other written communications specified herein
shall be deemed duly given if delivered personally, if mailed (by
registered or certified mail, and postage prepaid), if sent by overnight
courier service for next business day delivery, by facsimile transmission,
or by electronic transmittal with return receipt, to the appropriate
address for each party as set forth below. Such communications shall be
effective immediately (if delivered in person or by confirmed facsimile),
upon the date acknowledged to have been received in return receipt, or
upon the next business day (if sent by overnight courier service).
a) To Adviser:
Jackson National Asset Management, LLC
225 W. Wacker Drive
Suite 1200
Chicago, IL 60606
Attn: Mark Nerud
b) To Sub-Adviser:
J.P. Morgan Investment Management
522 Fifth Avenue
New York, N.Y. 10036
Attn: David McCrea
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.
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
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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. ADVISER REPRESENTATIONS. The Adviser represents and warrants to
Sub-Adviser that: (i) the Adviser have full power and authority to appoint
Sub-Adviser to manage the Fund in accordance with the terms of this
Agreement, (ii) this Agreement is valid and has been duly authorized, does
not violate any obligation by which the Adviser is bound, and when so
executed and delivered, will be binding upon the Adviser in accordance
with its terms subject to applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally and
general principles of equity (and the Adviser agrees to provide
Sub-Adviser with evidence of such authority as may be reasonably requested
by Sub-Adviser).
20. DELEGATION TO THIRD PARTIES. Sub-Adviser may employ an affiliate or a
third party to perform any accounting, administrative, reporting and
ancillary services required to enable Sub-Advisor to perform its functions
under this Agreement. Notwithstanding any other provision of the
Agreement, Sub-Adviser may provide information about the Fund to any such
affiliate or other third party for the purpose of providing the services
contemplated under this clause. Sub-Adviser will act in good faith in the
selection, use and monitoring of affiliates and other third parties, and
any delegation or appointment hereunder shall not relieve Sub-Adviser of
any of its obligations under this Agreement.
21. TRADE SETTLEMENT AT TERMINATION. Termination will be without prejudice to
the completion of any transaction already initiated. On, or after, the
effective date of termination, the Sub-Adviser shall be entitled, without
prior notice to the Adviser or the Fund, to direct the Fund's custodian to
retain and/or realize any assets of the Fund as may be required to settle
transactions already initiated, and to pay any outstanding liabilities of
the Sub-Adviser with respect to such transaction.. Following the date of
effective termination, any new transactions will only be executed by
mutual agreement between the Adviser and the Sub-Adviser.
22. FORCE MAJEURE.
a) Neither party to this Agreement shall be liable for damages
resulting from delayed or defective performance when such delays
arise out of causes beyond the control and without the fault or
negligence of the offending party. Such causes may include, but are
not restricted to, Acts of God or of the public enemy, terrorism,
acts of the State in its sovereign capacity, fires, floods,
earthquakes, power failure, disabling strikes, epidemics, quarantine
restrictions, and freight embargoes.
b) If at any time due to major fluctuations in market prices, abnormal
market conditions or any other reason outside the control of
Sub-Advisor, there shall be a deviation from the specific
instructions set out in the Fund's registration statement or
Guidelines: (i) Sub-Advisor shall not be in breach of the Fund's
registration statement or Guidelines provided it takes such steps as
may be necessary to ensure compliance within 14 days after such
deviation occurs; and (ii) if, in the judgment of Sub-Advisor, the
actions described in (i) above are not in the best interests of
Fund, Sub-Advisor may, prior to the expiration of the 14 day period
referred to in (i)
--------------------------------------------------------------------------------
PAGE 10 OF 12
<PAGE>
above, make a written recommendation to Advisor on the most
appropriate way to deal with the deviation which shall toll the
deadline in (i) above. Unless Advisor directs Sub-Advisor to the
contrary within 14 days of the receipt by Advisor of the
recommendation, Sub-Advisor shall be entitled to implement its
recommendation and shall not be in breach of the Fund's registration
statement or t Guidelines. Sub-Advisor does not provide any express
or implied warranty as to the performance or profitability of the
Fund or any part thereof or that any specific investment objectives
will be successfully met.
23. CUSTOMER IDENTIFICATION PROGRAM. To help the government fight the funding
of terrorism and money laundering activities, Sub-Advisor has adopted a
Customer Identification Program, ("CIP") pursuant to which Sub-Advisor is
required to obtain, verify and maintain records of certain information
relating to its clients. In order to facilitate Sub-Advisor's compliance
with its CIP, Advisor and Trust hereby represents and warrants that (i)
Fund's taxpayer identification number or other government issued
identification number is 38-3387117 for the JNL/JPMorgan International
Value Fund and 38-3230004,for the JNL/JPMorgan International Equity Fund
(ii) all documents provided to Sub-Advisor are true and accurate as of the
date hereof, and (iii) Advisor agrees to provide to Sub-Advisor such other
information and documents that Sub-Advisor requests in order to comply
with Sub-Advisor's CIP.
24. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
25. 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.
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PAGE 11 OF 12
<PAGE>
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 11th day of January, 2013, effective as of
December 1, 2012.
JACKSON NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Mark D. Nerud
-----------------------------------------
Name: Mark D. Nerud
---------------------------------------
Title: President and CEO
--------------------------------------
J.P. MORGAN INVESTMENT MANAGEMENT INC.
By: /s/ Ana Brands
-----------------------------------------
Name: Ana Brands
---------------------------------------
Title: Vice President
--------------------------------------
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PAGE 12 OF 12
<PAGE>
SCHEDULE A
DATED DECEMBER 1, 2012
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FUNDS
--------------------------------------------------------------------------------
JNL/JPMorgan International Value Fund
--------------------------------------------------------------------------------
JNL/JPMorgan MidCap Growth Fund
--------------------------------------------------------------------------------
JNL/JPMorgan U.S. Government & Quality Bond Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A-1
<PAGE>
SCHEDULE B
DATED DECEMBER 1, 2012
(Compensation)
--------------------------------------------------------------------------------
JNL/JPMORGAN INTERNATIONAL VALUE FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $350 Million 0.40%
--------------------------------------------------------------------------------
Amounts over $350 Million 0.35%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
JNL/JPMORGAN MIDCAP GROWTH FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
All Assets 0.40%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
JNL/JPMORGAN U.S. GOVERNMENT & QUALITY BOND FUND
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $200 Million 0.17%**
--------------------------------------------------------------------------------
$200 Million to $500 Million 0.15%
--------------------------------------------------------------------------------
Amounts over $500 Million 0.12%
--------------------------------------------------------------------------------
** When net assets drop below $500 million, the annual rate will be 0.20% for
net assets between $0 to $200 million.
--------------------------------------------------------------------------------
B-1
</TEXT>
</DOCUMENT>