AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
XXXX XXXXX MANAGEMENT, INC.
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and XXXX XXXXX MANAGEMENT, INC., a New York corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of January 31, 2004 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to a investment portfolio of the JNL Series Trust; and
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fee as full compensation
under the Agreement for such services and expenses; and
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated July 1, 2004, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 1st day of July, 2004.
XXXXXXX NATIONAL ASSET XXXX XXXXX
MANAGEMENT, LLC MANAGEMENT, INC.
By: By:
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Name: XXXXXX X. XXXXXXX Name:
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Title: PRESIDENT Title:
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SCHEDULE B
DATED OCTOBER 4, 2004
(Compensation)
JNL/XXXXX GROWTH FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $300 Million 0.45%
$300 Million to $500 Million 0.40%
Amounts over $500 Million 0.35%