AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
STANDARD & POOR'S INVESTMENT ADVISORY SERVICES LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and STANDARD & POOR'S INVESTMENT ADVISORY SERVICES LLC, a Delaware
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and the Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of January 31, 2001 ("Agreement"), whereby the
Adviser appointed the Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of JNL Series Trust ("Trust").
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.
WHEREAS, the Adviser and the Sub-Adviser have agreed to fee reductions for
the funds sub-advised by the Sub-Adviser under the Agreement.
WHEREAS, in order to reflect these fee reductions, Schedule B to the
Agreement must be amended.
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 December 1, 2011, attached hereto.
2. Effective December 31, 2013, the fee schedule for "Group 1" Funds will
revert to the fee schedule in effect prior to December 1, 2011.
3. Effective December 31, 2012, the fee schedule for "Group 2" Funds will
revert to the fee schedule in effect prior to December 1, 2011.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of November 30, 2011, effective as of December 1,
2011.
XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
Date: November 30, 2011
STANDARD & POOR'S
INVESTMENT ADVISORY SERVICES LLC
By: w. Xxxxxxx Xxxxxxxxxx
Name: W. Xxxxxxx Xxxxxxxxxx
Title: President, SPIAS
Date: November 25, 2011
SCHEDULE B
DECEMBER 1, 2011
(Compensation)
FUNDS
Group 1:
JNL/S&P Managed Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Moderate Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Aggressive Growth Fund
ASSETS ANNUAL RATE
Effective December 1, 2011:
All Assets 0.02%
Effective December 31, 2013:
$0 to $2.5 Billion 0.05%
Over $2.5 Billion 0.04%
The assets of the funds are aggregated for purposes of calculating the
sub-advisory fee.
Group 2:
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Total Yield Fund
ASSETS ANNUAL RATE
Effective December 1, 2011:
$0 to $1Billion 0.06%
Next $2 Billion 0.05%
Next $1 Billion 0.04%
Next $1 Billion 0.03%
Over $5 Billion 0.02%
Effective December 31, 2012:
$0 to $1Billion 0.08%
Next $2 Billion 0.07%
Over $3 Billion 0.05%
The assets of the funds are aggregated for purposes of calculating the
sub-advisory fee.
