AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
XXXXXXX NATIONAL FINANCIAL SERVICES, INC.
This AMENDMENT is by and between JNL Series Trust, a Massachusetts
business trust (the "Trust") and Xxxxxxx National Financial Services, LLC, a
Michigan limited liability company and registered investment adviser (the
"Adviser").
WHEREAS, the Trust and Xxxxxxx National Financial Services, Inc.
("JNFSI") entered into an Amended Investment Advisory and Management Agreement
dated August 17, 1995 (the "Agreement"), whereby the Trust retained JNFSI to
perform investment advisory and management services for the Series of the Trust
enumerated in the Agreement; and
WHEREAS, effective July 1, 1998, JNFSI assigned, transferred and
conveyed to Adviser, and Adviser assumed, all of the interests, rights,
responsibilities and obligations of JNFSI under the Agreement, and thereafter
Adviser was deemed a party in lieu of JNFSI to such Agreement; and
WHEREAS, nine 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. Both parties hereby ratify and approve, effective as of July 1,
1998, JNFSI's assignment, transfer and conveyance to Adviser, and Adviser's
assumption, of all of the interests, rights, responsibilities and obligations of
JNFSI under the Agreement, and further, both parties hereby agree that,
effective July 1, 1998, Adviser is deemed a party in lieu of JNFSI to the
Agreement.
2. Effective with respect to a Series upon capitalization of such
Series, the Adviser shall serve as the investment adviser and business manager
for the JNL/X.X. Xxxxxx Enhanced S&P 500 Index Series, JNL/SSGA Enhanced
Intermediate Bond Index Series, JNL/SSGA International Index Series, JNL/SSGA
Xxxxxxx 2000 Index Series, JNL/SSGA S&P 500 Index Series, JNL/SSGA S&P MidCap
Index Series, JNL/S&P Conservative Growth Series, JNL/S&P Moderate Growth
Series, and JNL/S&P Aggressive Growth Series.
3. 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:
JNL/X.X. Xxxxxx Enhanced S&P 500 Index Series................... $0 to $25 million....... .80%
Over $25 million........ .75%
JNL/S&P Conservative Growth Series.............................. $0 to $500 million...... .20%
Over $500 million....... .15%
JNL/S&P Moderate Growth Series.................................. $0 to $500 million...... .20%
Over $500 million....... .15%
JNL/S&P Aggressive Growth Series................................ $0 to $500 million...... .20%
Over $500 million....... .15%
JNL/SSGA Enhanced Intermediate Bond Index Series................ all assets.............. .65%
JNL/SSGA International Index Series............................. all assets.............. .60%
XXX/XXXX Xxxxxxx 0000 Index Series.............................. all assets.............. .50%
JNL/SSGA S&P 500 Index Series................................... all assets.............. .50%
JNL/SSGA S&P MidCap Index Series................................ all assets.............. .50%
4. 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 21st day of
December, 1998.
JNL SERIES TRUST
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
XXXXXXX NATIONAL FINANCIAL SERVICES, LLC
By: /s/ Xxxx X. Xxxxx
----------------------------------
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer