AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
RED ROCKS CAPITAL LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and RED ROCKS CAPITAL LLC, a Colorado 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 October 6, 2008 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of the 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-Advisor 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 parties have agreed to fee reductions for the JNL/Red Rocks
Listed Private Equity Fund, and Schedule B of the Agreement must be amended to
reflect these fee reductions.
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 1, 2010, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 1st day of May, 2010.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
RED ROCKS CAPITAL LLC
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Managing Director
SCHEDULE B
MAY 1, 2010
(Compensation)
JNL/RED ROCKS LISTED PRIVATE EQUITY FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $200 Million 0.57%
$200 to $500 Million 0.52%
Amounts over $500 Million 0.47%
