AMENDMENT
TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is made as of August 26, 2011, by and between JNL SERIES
TRUST, a Massachusetts business trust ("Trust") and XXXXXXX NATIONAL ASSET
MANAGEMENT, LLC, a Michigan limited liability company ("Adviser").
WHEREAS, the Trust and the Adviser are parties to an Investment Advisory
and Management Agreement dated January 31, 2001 ("Agreement").
WHEREAS, the JNL/PPM America Money Market Fund is no longer a Fund of the
Trust.
WHEREAS, the parties have agreed to amend the second paragraph of Section 2
of the Agreement to replace the reference to "the JNL/PPM America Money Market
Fund" with "...any Money Market Fund listed on Schedule A of the Agreement..."
NOW THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the parties hereby agree to amend
the Agreement to delete the second paragraph of Section 2 and replace it with
the following:
With respect to any Money Market Fund listed on Schedule A of the
Agreement, the Adviser hereby accepts the responsibilities for making the
determinations required by Rule 2a-7 under the Act to be made by the Trustees of
the Trust and which are delegable by the Trustees pursuant to Paragraph (e) of
such Rule, to the extent that the Trustees may hereinafter delegate such
responsibilities to the Adviser.
IN WITNESS WHEREOF, the Adviser and the Trust have caused this Amendment to
be executed as of August 22, 2011, effective as of August 26, 2011.
JNL SERIES TRUST
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Vice President, Counsel, and Secretary
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
