AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
MELLON CAPITAL MANAGEMENT CORPORATION
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and MELLON CAPITAL MANAGEMENT CORPORATION, a Delaware corporation
and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of February 18, 2004, as amended ("Agreement"),
whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment
advisory services to JNL Series Trust ("Trust").
WHEREAS, the parties have agreed to amend the first paragraph of Section 3,
entitled "MANAGEMENT," of the Agreement to remove the reference to Exhibit C and
replace it with a reference to the Prospectus and Statement of Additional
Information.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to delete the first paragraph of
Section 3 entitled "MANAGEMENT" in its entirety, and replace it with the
following:
3. Management. Subject always to the supervision of the Adviser, who in
turn is subject to the supervision of the Trust's Board of Trustees, Sub-Adviser
will furnish an investment program in respect of, and make investment decisions
for, all assets of the Funds and place all orders for the purchase and sale of
securities, including foreign or domestic securities or other property
(including financial futures and options of any type), all on behalf of the
Funds. Sub-Adviser is expressly authorized to cause the assets of the Funds to
be invested in Mellon Financial Corporation stock. In the performance of its
duties, Sub-Adviser will satisfy its fiduciary duties to the Funds (as set forth
below), and will monitor the Funds' investments, and will comply with the
provisions of Trust's Declaration of Trust and By-Laws, as amended from time to
time, and the stated investment objectives, policies and restrictions of the
Funds as described in the Investment Objectives outlined in the Prospectus
and/or the Statement of Additional Information of the applicable Fund delivered
to, and approved by, Sub-Advisor in accordance with Section 2, which may be
amended from time to time. Sub-Adviser and Adviser will each make its officers
and employees available to the other from time to time at reasonable times to
review investment policies of the Funds and to consult with each other regarding
the investment affairs of the Funds. Sub-Adviser will report to the Board of
Trustees and to Adviser with respect to the implementation of such program.
Sub-Adviser, solely with respect to the assets of the Funds which are under its
management pursuant to this Agreement, is responsible for compliance with the
diversification provisions of Section 817(h) of the Internal Revenue Code of
1986, as amended ("IRC"), and its accompanying Regulation, Treas. Reg. Section
1.817-5, applicable to the Funds.
FURTHER, the parties hereby agree that Schedule C to the Agreement shall be
and hereby is deleted in its entirety.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of August 26, 2011, effective as of September 1,
2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
MELLON CAPITAL MANAGEMENT CORPORATION
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Director
