AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
A I M CAPITAL 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 A I M CAPITAL MANAGEMENT, INC., a Texas corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of October 29, 2001 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to the investment portfolios 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-Advisor 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
WHEREAS, the Adviser desires to appoint Sub-Adviser to provide, and
Sub-Adviser has agreed to provide, additional sub-investment advisory services
to a new investment portfolio of the JNL Series Trust, effective upon execution
or, if later, the date that initial capital for such investment portfolio is
first provided.
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 May 2, 2005, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its entirety
with Schedule B dated May 2, 2005, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 2nd day of May, 2005.
XXXXXXX NATIONAL ASSET A I M CAPITAL
MANAGEMENT, LLC MANAGEMENT, INC.
By: By:
----------------------------- ----------------------------------
Name: XXXXXX X. XXXXXXX Name:
-------------------- ------------------------------
Title: PRESIDENT Title:
--------------------------- ------------------------------
SCHEDULE A
DATED MAY 2, 2005
(Funds)
JNL/AIM Large Cap Growth Fund
JNL/AIM Real Estate Fund
JNL/AIM Small Cap Growth Fund
SCHEDULE B
DATED MAY 2, 2005
(Compensation)
JNL/AIM LARGE CAP GROWTH FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 TO 50 MILLION: .500%
$50 MILLION TO $200 MILLION: .475%
$200 MILLION TO $500 MILLION: .450%
AMOUNTS OVER $500 MILLION: .400%
JNL/AIM REAL ESTATE FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 TO 50 MILLION: .50%
OVER $50 MILLION: .45%
JNL/AIM SMALL CAP GROWTH FUND
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 TO 500 MILLION: .65%
AMOUNTS OVER $500 MILLION: .60%
