AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited
liability company and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of January 31, 2001 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of JNL Series Trust.
WHEREAS, the parties have agreed to amend Section 8. "Compensation," of the
Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to replace the entire first
paragraph under the "Compensation" section as follows:
8. COMPENSATION.
------------
For the services provided and the expenses assumed pursuant to this Agreement,
Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full
compensation therefor, a sub-advisory fee, accrued daily and payable monthly on
the average daily net assets in the Fund or Funds in accordance with Schedule B
hereto. The Adviser agrees to pay a sub-advisory fee on any capital contributed
by Xxxxxxx National Life Insurance Company. From time to time, the Sub-Adviser
may agree to waive or reduce some or all of the compensation to which it is
entitled under this Agreement.
This Amendment may be executed in two or more counterparts which together shall
constitute one document.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 18th day of December , 2009.
XXXXXXX NATIONAL ASSET PACIFIC INVESTMENT
MANAGEMENT, LLC MANAGEMENT COMPANY LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: Managing Director