Amendment to Investment Sub-Advisory Agreement By and Between Jackson National Asset Management, LLC and BlackRock International Limited

Ex. 99.28(d)(4)(ii)

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Amendment to

Investment Sub-Advisory Agreement By and Between

▇▇▇▇▇▇▇ National Asset Management, LLC and

BlackRock International Limited

 

This Amendment is made by and between ▇▇▇▇▇▇▇ National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and BlackRock International Limited, a corporation existing under the laws of Scotland and registered with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Sub-Adviser”).

 

Whereas, the Adviser and Sub-Adviser (the “Parties”) entered into an Investment Sub-Advisory Agreement effective as of the 25^th day of September, 2017 (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (the “Funds”) of JNL Series Trust (the “Trust”), as listed on Schedule A to the Agreement.

 

Whereas, the Board of Trustees of the Trust has approved, and the Parties have agreed to amend Section 3. “Management” and Section 12. “Duration and Termination” of the Agreement, effective September 6, 2019.

 

Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1)

Sub-paragraph i) after “The Sub-Adviser further agrees that it:”, under Section 3. “Management,” shall be deleted and replaced, in its entirety, with the following:

 

i)

will act upon reasonable instructions from Adviser (except as to the voting of proxies) not inconsistent with the fiduciary duties (as defined under U.S. law) and investment objectives hereunder;

 

2)

Sub-paragraph k) after “The Sub-Adviser further agrees that it:”, under Section 3. “Management,” shall be deleted and replaced, in its entirety, with the following:

 

k)

consistent with its fiduciary duties to each Fund and on the Fund’s behalf, the Sub-Adviser is hereby appointed as each Fund’s agent to exercise at its direction all rights and perform all duties with respect to the Fund’s right to vote (or refrain from voting) each Fund’s securities and exercise rights in corporate actions or otherwise in accordance with the Sub-Adviser’s proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Adviser. For the avoidance of doubt, the Sub-Adviser will have full discretion in this regard and the Adviser will not attempt to influence the Sub-Adviser’s voting decisions. The Sub-Adviser further agrees to report significant shareholdings for itself and on behalf of the Fund where required by local law; and may, at its discretion (subject to 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, 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 Sub-Adviser or its agent;

 

3)

Section 12. “Duration and Termination,” shall be deleted and replaced, in its entirety, with the following:

 

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, the initial term will continue in effect through September 30, 2018. Thereafter, if not terminated as to a Fund, this Agreement will continue from year to year through December 31st for each Fund covered by this Agreement, as listed on Schedule A, provided

 

 

that such continuation is specifically approved at least annually by the 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 (“Independent Trustees”). Notwithstanding the foregoing, this Agreement may be terminated as to a Fund at any time, without the payment of any penalty, by the Board, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of each Fund, on sixty days’ written notice to the Adviser and the Sub-Adviser, or by the Adviser with the consent of the Board (including a majority of the Independent Trustees), or on sixty days’ written notice by the Sub-Adviser to the Trust and the other party. 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.) Sections 10 and 11 herein shall survive the termination of this Agreement.

 

4)

Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

 

5)

Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

6)

This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

In Witness Whereof, the Parties have caused this Amendment to be executed, effective September 6, 2019.

 

 

▇▇▇▇▇▇▇ National Asset Management, LLC			BlackRock International Limited
By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇		By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name:	▇▇▇▇ ▇. ▇▇▇▇▇		Name:	▇▇▇▇▇ ▇▇▇▇▇▇
Title:	President and CEO		Title:	Director
			BlackRock International Limited
			By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
			Name:	▇▇▇▇▇▇ ▇▇▇▇▇
			Title:	Managing Director