Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and Lazard Asset Management LLC
EX 99.28(d)(42)(viii)
Amendment
to Amended and Restated
▇▇▇▇▇▇▇ National Asset Management, LLC
and Lazard Asset Management LLC
This Amendment is made by and between ▇▇▇▇▇▇▇ National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the "Adviser"), and Lazard Asset Management LLC, a Delaware limited liability company and registered investment adviser (the "Sub-Adviser").
Whereas, the Adviser and the Sub-Adviser (the "Parties") entered into an Amended and Restated Investment Sub-Advisory Agreement effective as of the 1st day of December, 2012, as amended (the "Agreement"), whereby the Adviser appointed the Sub-Adviser to provide 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 Parties have agreed to amend the following section of the Agreement:
Section 9. Indemnification.
Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:
| 1) |
Section 9. Indemnification. of the Agreement shall be deleted, in its entirety, and replaced with the following:
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9. Liability and Indemnification.
A. Except as may otherwise be provided by law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to any Fund or (ii) 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 reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Adviser Indemnitees") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.
B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser.
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Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.
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| 3) |
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.
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| 4) |
This Amendment may be executed in one or more counterparts, which together shall constitute one document.
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In Witness Whereof, the Parties have caused this Amendment to be executed, effective as of September 25, 2017.
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▇▇▇▇▇▇▇ National Asset Management, LLC
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Lazard Asset Management LLC
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By:
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/s/▇▇▇▇ ▇. ▇▇▇▇▇ |
By:
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/s/▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
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Name:
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▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||
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Title:
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President and CEO
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Title:
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Chief Business Officer | ||