AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
FRANKLIN MUTUAL ADVISERS, LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a
Michigan limited liability company and registered investment adviser
("Adviser"), and FRANKLIN MUTUAL ADVISERS, 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 16, 2007 ("Agreement"), whereby Adviser appointed
Sub-Adviser to provide sub-investment advisory services to a certain investment
portfolio of JNL Series 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-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.
WHEREAS, the Adviser and Sub-Adviser have agreed to add a new breakpoint to the
fee schedule for the JNL/Franklin Xxxxxxxxx Mutual Shares Fund; and therefore,
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 February 11, 2011, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Amendment
to be executed as of March 3, 2011, effective as of February 11, 2011.
XXXXXXX NATIONAL FRANKLIN MUTUAL ADVISERS, LLC
ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: President and CEO Title: President & CEO
SCHEDULE B
FEBRUARY 11, 2011
(Compensation)
JNL/Franklin Xxxxxxxxx Mutual Shares Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $1 Billion 0.51%
Amounts over $1 Billion 0.49%