EX-99.23(h)(57)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
BETWEEN JNL SERIES TRUST AND
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
AMENDMENT made as of this 29th day of December, 2008, by and between JNL
Series Trust, a Massachusetts business trust ("Trust"), and ▇▇▇▇▇▇▇ National
Asset Management, LLC, a Michigan limited liability company ("JNAM").
WITNESSETH
WHEREAS, the Trust and JNAM entered into a Transfer Agency Agreement
("Agreement") dated January 31, 2001.
WHEREAS, under the terms of the Agreement, JNAM renders certain transfer
agency and other services to units of beneficial interest in separate funds of
the Trust and the owners of record thereof.
WHEREAS, the parties have agreed to amend section 13, "FORUM," and section
14, "MISCELLANEOUS," of the Agreement to change specific governing law venues
from the State of Michigan to the State of Illinois.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to replace the entire paragraph
under the "FORUM" section as follows:
13. FORUM. THE TRUST IRREVOCABLY AGREES THAT, SUBJECT TO THE AGENT'S SOLE
AND ABSOLUTE ELECTION, ALL SUITS, ACTIONS OR OTHER PROCEEDINGS IN ANY WAY,
MANNER OR RESPECT, ARISING OUT OF OR FROM CONNECTION HEREWITH SHALL BE
SUBJECT TO LITIGATION IN COURTS HAVING SITUS WITHIN THE STATE OFILLINOIS.
THE TRUST HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL,
STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. THE TRUST HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO
TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING
BROUGHT AGAINST THE TRUST BY JNAM IN ACCORDANCE WITH THIS SECTION, OR TO
CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE TRUST ACKNOWLEDGES THAT ITS WAIVER OF JNAM TO ENTER INTO THIS
AGREEMENT.
The parties further agree to amend the Agreement to replace the entire paragraph
under the "MISCELLANEOUS" section as follows:
14. MISCELLANEOUS. The Trust's Declaration of Trust as amended is on file
with the Secretary of The Commonwealth of Massachusetts. The captions in
this Agreement are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. Any provision in this
Agreement requiring compliance with any statute or regulation shall mean
such statute or regulation as amended and in effect from time to time. This
Agreement shall be construed in accordance with the laws of the State of
Illinois (except as to paragraph 9 hereof which shall be construed in
accordance with the laws of the Commonwealth of Massachusetts) and, subject
to the other provisions hereof, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. Neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the prior written consent of the other. This Agreement
constitutes the entire agreement between the parties hereto and supersedes
any prior agreement with respect to the subject matter hereof, whether oral
or written. This Agreement (including any exhibits or schedules hereto) may
not be amended except by written instrument executed by both parties, and
any such amendment which increases or otherwise alters JNAM's duties or
obligations shall not apply to any transaction or matter arising or
occurring prior to such amendment.
This Amendment may be executed in two or more counterparts which together shall
constitute one document.
IN WITNESS WHEREOF, the parties have caused this instrument to be executed
as of the day and year first above written.
ATTEST: JNL SERIES TRUST
By: _________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President, Counsel,
and Secretary
ATTEST: ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
By: __________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President