EX-99.23(d)45
AMENDMENT
TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is by and between JNL Series Trust, a Massachusetts
business trust (the "Trust") and Xxxxxxx National Asset Management, LLC, a
Michigan limited liability company (the "Adviser").
WHEREAS, the Trust and the Adviser entered into an Investment Advisory
and Management Agreement dated January 31, 2001 (the "Agreement"), whereby the
Trust retained the Adviser to perform investment advisory and management
services for the Series of the Trust enumerated in the Agreement; and
WHEREAS, three new Series will be added to the Trust and the Trust
desires the Adviser to perform investment advisory and management services for
these Series of the Trust; and
WHEREAS, the Adviser agrees to serve as the investment adviser and
business manager for the above-referenced Series of the Trust on the terms and
conditions set forth in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the Trust and the Adviser
agree as follows:
1. Effective with respect to a Series upon capitalization of such Series,
the Adviser shall serve as the investment adviser and business manager for the
AIM/JNL Value II Series, AIM/JNL Small Cap Growth Series and AIM/JNL Large Cap
Growth Series.
2. As compensation for services performed and the facilities and personnel
provided by the Adviser under the Agreement, the Trust will pay to the Adviser,
promptly after the end of each month for the services rendered by the Adviser
during the preceding month, the sum of the following amounts:
AIM/JNL Value II Series............. $0 to $300 million .95%
Over $300 million .90%
AIM/JNL Small Cap Growth Series..... $0 to $300 million 1.05%
Over $300 million 1.00%
AIM/JNL Large Cap Growth Series..... $0 to $300 million 1.00%
Over $300 million .95%
3. The Trust and the Adviser agree to abide and be bound by all of the
terms and conditions set forth in the Agreement.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the ____ day of
________, 2001.
JNL SERIES TRUST
By:
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Name: Xxxxxx X. Xxxxxxx
----------------------------
Title: President
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XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC
By:
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Name: Xxxx X. Xxxxx
----------------------------
Title: Chief Financial Officer
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