AMENDMENT
TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This Amendment is made as of October 4, 2004, between JNL Series Trust, a
Massachusetts business trust (the "Trust") and Xxxxxxx National Asset
Management, LLC, a Michigan limited liability company (the "Adviser").
WHEREAS, the Trust and the Adviser are parties to an Investment Advisory
and Management Agreement dated January 31, 2001 ("Advisory Agreement").
WHEREAS, the parties wish to amend the Advisory Agreement; and
WHEREAS, in order to reflect the replacement of PPM America, Inc. as a
sub-adviser and the merger of certain Funds of the JNL Series Trust, the
addition of two funds and the names of certain funds have changed.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Fund and the Adviser agree as
follows:
1. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated October 4, 2004, attached hereto.
2. This Amendment may be executed in two or more counterparts which
together shall constitute one document.
JNL SERIES TRUST
By: _______________________________
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: _______________________________
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
SCHEDULE A
DATED OCTOBER 4, 2004
JNL/AIM Large Cap Growth Fund
JNL/AIM Small Cap Growth Fund
JNL/Xxxxx Growth Fund
JNL/Alliance Capital Growth Fund
JNL/Eagle Core Equity Fund
JNL/Eagle SmallCap Equity Fund
JNL/FMR Balanced Fund
JNL/FMR Capital Growth Fund
JNL/JPMorgan International Value Fund
JNL/Lazard Small Cap Value Fund
JNL/Lazard Mid Cap Value Fund
JNL/Mellon Capital Management S&P 500 Index Fund
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
JNL/Mellon Capital Management Small Cap Index Fund
JNL/Mellon Capital Management International Index Fund
JNL/Mellon Capital Management Bond Index Fund
JNL/Mellon Capital Management Enhanced S&P 500 Stock Index Fund
JNL/Oppenheimer Global Growth Fund
JNL/Oppenheimer Growth Fund
JNL/PIMCO Total Return Bond Fund
JNL/Xxxxxx Equity Fund
JNL/Xxxxxx International Equity Xxxx
XXX/Xxxxxx Xxxxxx Xxxxxx Xxxx
XXX/Xxxxxx Value Equity Fund
JNL/Salomon Brothers High Yield Bond Fund
JNL/Salomon Brothers Strategic Bond Fund
JNL/Salomon Brothers U.S. Government & Quality Bond Fund
JNL/Select Balanced Fund
JNL/Select Global Growth Fund
JNL/Select Large Cap Growth Fund
JNL/Select Money Market Fund
JNL/Select Value Fund
JNL/X. Xxxx Price Established Growth Fund
JNL/X. Xxxx Price Mid-Cap Growth Fund
JNL/X. Xxxx Price Value Fund
JNL/S&P Managed Aggressive Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Moderate Aggressive Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Very Aggressive Fund
SCHEDULE B
DATED OCTOBER 4, 2004
ADVISORY FEE
(ANNUAL RATE BASED
ON AVERAGE NET ASSETS
FUND ASSETS OF EACH FUND)
JNL/AIM Large Cap Growth Fund $0 to $300 million .75%
Over $300 million .70%
JNL/AIM Small Cap Growth Fund $0 to $300 million .85%
Over $300 million .80%
JNL/Xxxxx Growth Fund $0 to $300 million .70%
$300 million to $500 million .65%
Over $500 million .60%
JNL/Alliance Capital Growth Fund $0 to $250 million .575%
Over $250 million .50%
JNL/Eagle Core Equity Fund $0 to $50 million .70%
$50 million to $300 million .65%
Over $300 million .55%
JNL/Eagle SmallCap Equity Fund $0 to $150 million .75%
$150 million to $500 million .70%
Over $500 million .65%
JNL/FMR Balanced Fund $0 to $500 million .70%
$500 million to $750 million .65%
Over $750 million .60%
JNL/FMR Capital Growth Fund $0 to $250 million .70%
$250 million to $750 million .65%
$750 million to $1.5 billion .60%
Over $1.5 billion .55%
JNL/JPMorgan International Value Fund $0 to $50 million .775%
$50 million to $200 million .75%
$200 million to $350 million .70%
Over $350 million .65%
JNL/Lazard Mid Cap Value Fund $0 to $150 million .775%
$150 million to $300 million .725%
Over $300 million .70%
JNL/Lazard Small Cap Value Fund $0 to $50 million .85%
$50 million to $150 million .80%
$150 million to $300 million .775%
Over $300 million .725%
JNL/Mellon Capital Management S&P 500 Index Fund $0 to $500 million .29%
Over $500 million .24%
JNL/Mellon Capital Management S&P 400 MidCap Index $0 to $500 million .29%
Fund Over $500 million .24%
JNL/Mellon Capital Management Small Cap Index Fund $0 to $500 million .29%
Over $500 million .24%
JNL/Mellon Capital Management International Index $0 to $500 million .30%
Fund Over $500 million .25%
JNL/Mellon Capital Management Bond Index Fund $0 to $500 million .30%
Over $500 million .25%
JNL/Mellon Capital Management Enhanced S&P 500 $0 to $50 million .50%
Stock Index Fund Over $50 million .45%
JNL/Oppenheimer Global Growth Fund $0 to $300 million .70%
Over $300 million .60%
JNL/Xxxxxxxxxxx Growth Fund $0 to $300 million .70%
Over $300 million .60%
JNL/PIMCO Total Return Bond Fund All assets .50%
JNL/Xxxxxx Equity Fund $0 to $150 million .675%
$150 million to $300 million .60%
Over $300 million .575%
JNL/Xxxxxx International Equity Fund $0 to $50 million .80%
$50 million to $500 million .75%
Over $500 million .70%
JNL/Xxxxxx Xxxxxx Growth Fund $0 to $300 million .75%
Over $300 million .70%
JNL/Xxxxxx Value Equity Fund $0 to $150 million .675%
$150 million to $300 million .60%
Over $300 million .575%
JNL/Salomon Brothers High Yield Bond Fund $0 to $50 million .55%
$50 million to $150 million .50%
$150 million to $300million .475%
$300 million to $500 million .45%
Over $500 million .425%
JNL/Salomon Brothers Strategic Bond Fund $0 to $150 million .65%
$150 million to $500 million .60%
Over $500 million .55%
JNL/Salomon Brothers U.S. Government & Quality $0 to $150 million .50%
Bond Fund $150 million to $300 million .45%
$300 million to $500 million .40%
Over $500 million .35%
JNL/Select Balanced Fund $0 to $50 million .55%
$50 million to $150 million .50%
$150 million to $300 million .475%
$300 million to $500 million .45%
Over $500 million .425%
JNL/Select Global Growth Fund $0 to $150 million .75%
$150 million to $500 million .70%
$500 million to $750 million .65%
Over $750 million .60%
JNL/Select Large Cap Growth Fund $0 to $150 million .70%
$150 million to $500 million .65%
$500 million to $750 million .60%
Over $750 million .55%
JNL/Select Money Market Fund $0 to $500 million .30%
Over $500 million .25%
JNL/Select Value Fund $0 to $300 million .55%
$300 million to $500 million .50%
Over $500 million .45%
JNL/X. Xxxx Price Established Growth Fund $0 to $150 million .65%
Over $150 million .60%
JNL/X. Xxxx Price Mid-Cap Growth Fund $0 to $150 million .75%
Over $150 million .70%
JNL/X. Xxxx Price Value Fund $0 to $300 million .70%
Over $300 million .65%
JNL/S&P Managed Aggressive Fund $0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Conservative Fund $0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Moderate Aggressive Fund $0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Moderate Fund $0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Very Aggressive Fund $0 to $500 million .13%
Over $500 million .08%