AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and XXXXXXX SACHS ASSET MANAGEMENT, L.P., a limited partnership
organized under the laws of the state of Delaware and registered investment
adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of May 2, 2005 (as amended, the "Agreement"),
whereby Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to investment portfolios 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 a fee reduction for the
JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund.
WHEREAS, in order to reflect this fee reduction, 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 May 24, 2011, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of June 15, 2011, effective as of May 24, 2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By:/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: Managing Director
SCHEDULE B
DATED MAY 24, 2011
(Compensation)
JNL/Xxxxxxx Sachs Core Plus Bond Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $500 Million .25%
$500 Million to $1 Billion .17%
Amounts over $1 Billion .15%
JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $200 Million .50%
$200 Million to $1 Billion .45%
Amounts over $1Billion .40%
JNL/Xxxxxxx Sachs Mid Cap Value Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 Million .50%
Amounts over $100 Million .45%
JNL/Xxxxxxx Xxxxx U.S. Equity Flex Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $150 Million .45%
Amounts over $150 Million .40%