AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
INVESCO ADVISERS, INC.
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and INVESCO ADVISERS, INC., a Delaware corporation and registered
investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of January 1, 2010 ("Agreement"), whereby the
Adviser appointed the Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of JNL Series Trust.
WHEREAS, the Adviser and Sub-Adviser have agreed to the following fund name
changes ("Changes"): 1) JNL/AIM Global Real Estate Fund to JNL/Invesco Global
Real Estate Fund; 2) JNL/AIM International Growth Fund to JNL/Invesco
International Growth Fund; 3) JNL/AIM Large Cap Growth Fund to JNL/Invesco Large
Cap Growth Fund; and 4) JNL/AIM Small Cap Growth Fund to JNL/Invesco Small Cap
Growth Fund.
WHEREAS, the Adviser and Sub-Adviser have also agreed to amend Schedule A
and Schedule B of the Agreement for these Changes.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. Schedule A to the Agreement is hereby deleted and replaced in its
entirety with Schedule A dated October 11, 2010, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated October 11, 2010, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 11th day of October, 2010.
XXXXXXX NATIONAL
ASSET MANAGEMENT, LLC INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxxx By: /s/ P. Xxxxxxxx Xxxxx
Name: Xxxx X. Xxxxx Name: P. Xxxxxxxx Xxxxx
Title: President and CEO Title: Vice President
SCHEDULE A
OCTOBER 11, 2010
(Funds)
JNL/Invesco Global Real Estate Fund
JNL/Invesco International Growth Fund
JNL/Invesco Large Cap Growth Fund
JNL/Invesco Small Cap Growth Fund
SCHEDULE B
OCTOBER 11, 2010
(Compensation)
JNL/Invesco Global Real Estate Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 Million 0.50%
Amounts over $50 Million 0.45%
JNL/Invesco International Growth Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $250 Million 0.40%
Amounts over $250 Million 0.35%
JNL/Invesco Large Cap Growth Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $150 Million 0.40%*
Amounts over $150 Million 0.35%
*For the purpose of calculating the sub-adviser fee for the JNL/Invesco Large
Cap Growth Fund, assets must be combined with assets of the JNL/Invesco Global
Real Estate Fund, the JNL/Invesco International Growth Fund, and the JNL/Invesco
Small Cap Growth Fund. For combined net assets greater than $1 billion, the
sub-adviser fee will be 0.35% on all assets of the JNL/Invesco Large Cap Growth
Fund.
JNL/Invesco Small Cap Growth Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $500 Million 0.60%**
Amounts over $500 Million 0.55%
** For the purpose of calculating the sub-adviser fee for the JNL/Invesco Small
Cap Growth Fund, assets must be combined with assets of the JNL/Invesco Global
Real Estate Fund, the JNL/Invesco International Growth Fund, and the JNL/Invesco
Large Cap Growth Fund, collectively. For combined net assets greater than $1
billion, the sub-adviser fee will be 0.60% on net assets up to $250 million and
0.55% on net assets greater than $250 million for the JNL/Invesco Small Cap
Growth Fund.
