AMENDMENT
TO
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
This AMENDMENT is made as of August 29, 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 parties have agreed to amend Section 4 of the Agreement.
WHEREAS, the parties wish to amend Schedule A and Schedule B of the
Agreement for the following fund additions and fund name changes:
Fund Additions:
1. JNL/AQR Managed Futures Strategy Fund; and
2. JNL/Mellon Capital Management Emerging Markets Index Fund.
Fund Name Changes:
1. JNL/S&P Disciplined Moderate Fund to JNL Disciplined Moderate Fund;
2. JNL/S&P Disciplined Moderate Growth Fund to JNL Disciplined Moderate
Growth Fund; and
3. JNL/S&P Disciplined Growth Fund to JNL Disciplined Growth Fund.
WHEREAS, the parties wish to amend Schedule B of the Agreement for fee
changes for the following funds:
Fee Changes:
1. JNL/BlackRock Global Allocation Fund;
2. JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund;
3. JNL/Ivy Asset Strategy Fund; and
4. JNL/X. Xxxx Price Short-Term Bond Fund.
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 first paragraph of Section 4 entitled "4.
Compensation" in its entirety and replace it with the following:
As compensation for services performed and the facilities and personnel
provided by the Adviser under this Agreement, and as provided pursuant to 1) the
agreement between the Adviser and the Managed Futures Fund's wholly-owned
subsidiary, the JNL/AQR Managed Futures Strategy Fund, Ltd, and 2) the agreement
between the Adviser and the JNL/BlackRock Global Allocation Fund's wholly-owned
subsidiary, the JNL/BlackRock Global Allocation Fund, Ltd, the Trust will pay to
the Adviser a single unified fee, accrued daily and payable monthly on the
average daily net assets in the Series, in accordance with Schedule B.
FURTHER, the parties hereby agree to amend the Agreement as follows:
1. Schedule A to the Agreement is hereby deleted and replaced in its
entirety with Schedule A dated August 29, 2011, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated August 29, 2011, attached hereto.
3. This Amendment may be executed in two or more counterparts, which
together shall constitute one document.
IN WITNESS WHEREOF, the Adviser and the Trust have caused this Amendment to
be executed as of August 22, 2011, effective as of August 29, 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
SCHEDULE A
DATED AUGUST 29, 2011
(List of Funds)
JNL/American Funds Blue Chip Income and Growth Fund
JNL/American Funds Global Bond Fund
JNL/American Funds Global Small Capitalization Fund
JNL/American Funds Growth-Income Fund
JNL/American Funds International Fund
JNL/American Funds New World Fund
JNL/AQR Managed Futures Strategy Fund
JNL/BlackRock Commodity Securities Fund
JNL/BlackRock Global Allocation Fund
JNL/Capital Guardian U.S. Growth Equity Fund
JNL/Capital Guardian Global Diversified Research Fund
JNL/Capital Guardian Global Balanced Fund
JNL/Eagle Core Equity Fund
JNL/Eagle SmallCap Equity Fund
JNL/Franklin Xxxxxxxxx Founding Strategy Fund
JNL/Franklin Xxxxxxxxx Global Growth Fund
JNL/Franklin Xxxxxxxxx Income Fund
JNL/Franklin Xxxxxxxxx International Small Cap Growth Fund
JNL/Franklin Xxxxxxxxx Mutual Shares Fund
JNL/Franklin Xxxxxxxxx Small Cap Value Fund
JNL/Xxxxxxx Sachs Core Plus Bond Fund
JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
JNL/Xxxxxxx Sachs Mid Cap Value Fund
JNL/Xxxxxxx Xxxxx U.S. Equity Flex Fund
JNL Institutional Alt 20 Fund
JNL Institutional Alt 35 Fund
JNL Institutional Alt 50 Fund
JNL Institutional Alt 65 Fund
JNL/Invesco International Growth Fund
JNL/Invesco Large Cap Growth Fund
JNL/Invesco Global Real Estate Fund
JNL/Invesco Small Cap Growth Fund
JNL/Ivy Asset Strategy Fund
JNL/JPMorgan International Value Fund
JNL/JPMorgan MidCap Growth Fund
JNL/JPMorgan U.S. Government & Quality Bond Fund
JNL/Lazard Emerging Markets Fund
JNL/Lazard Mid Cap Equity Fund
JNL/M&G Global Basics Fund
JNL/M&G Global Leaders Fund
JNL/Mellon Capital Management Bond Index Fund
JNL/Mellon Capital Management Emerging Markets Index Fund
JNL/Mellon Capital Management European 30 Fund
JNL/Mellon Capital Management Global Alpha Fund
JNL/Mellon Capital Management Index 5 Fund
JNL/Mellon Capital Management International Index Fund
JNL/Mellon Capital Management Pacific Rim 30 Fund
JNL/Mellon Capital Management Small Cap Index Fund
JNL/Mellon Capital Management 10 x 10 Fund
JNL/Mellon Capital Management S&P 500 Index Fund
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
JNL/Xxxxxxxxxxx Global Growth Fund
JNL/XXX Asia ex-Japan Fund
JNL/XXX China-India Fund
JNL/PIMCO Real Return Fund
JNL/PIMCO Total Return Bond Fund
JNL/PPM America Floating Rate Income Fund
JNL/PPM America High Yield Bond Fund
JNL/PPM America Mid Cap Value Fund
JNL/PPM America Small Cap Value Fund
JNL/PPM America Value Equity Fund
JNL/Red Rocks Listed Private Equity Fund
JNL/X. Xxxx Price Established Growth Fund
JNL/X. Xxxx Price Mid-Cap Growth Fund
JNL/X. Xxxx Price Short-Term Bond Fund
JNL/X. Xxxx Price Value Fund
JNL/WMC Balanced Fund
JNL/WMC Money Market Fund
JNL/WMC Value Fund
JNL/S&P Managed Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Moderate Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Total Yield Fund
JNL/S&P 4 Fund
JNL Disciplined Moderate Fund
JNL Disciplined Moderate Growth Fund
JNL Disciplined Growth Fund
SCHEDULE B
DATED AUGUST 29, 2011
(Compensation)
FUND ASSETS ADVISORY FEE
(Annual Rate Based on
Average Net Assets of
each Fund)
JNL/American Funds Blue Chip Income and Growth Fund
$0 to $1 billion .70%
Over $1 billion .65%
JNL/American Funds Global Bond Fund
$0 to $1 billion .70%
Over $1 billion .65%
JNL/American Funds Global Small Capitalization Fund
$0 to $1 billion .75%
Over $1 billion .70%
JNL/American Funds Growth-Income Fund
$0 to $1 billion .70%
Over $1 billion .65%
JNL/American Funds International Fund
$0 to $1 billion .85%
Over $1 billion .80%
JNL/American Funds New World Fund
$0 to $1 billion 1.05%
Over $1 billion 1.00%
JNL/AQR Managed Futures Strategy Fund
$0 to $500 million .95%
$500 million to $1 billion .90%
Over $1 billion .85%
JNL/BlackRock Commodity Securities Fund
$0 to $300 million .70%
Over $300 million .60%
JNL/BlackRock Global Allocation Fund
$0 to $1 billion .75%
Over $1 billion .70%
JNL/Capital Guardian U.S. Growth Equity Fund
$0 to $150 million .70%
$150 million to $500 million .65%
$500 million to $750 million .60%
Over $750 million .55%
JNL/Capital Guardian Global
Diversified Research Fund
$0 to $150 million .75%
$150 million to $500 million .70%
$500 million to $750 million .65%
Over $750 million .60%
JNL/Capital Guardian Global Balanced Fund
$0 to $500 million .65%
Over $500 million .60%
JNL/Eagle Core Equity Fund
$0 to $100 million .65%
$100 million to $300 million .60%
Over $300 million .55%
JNL/Eagle SmallCap Equity Fund
$0 to $100 million .75%
$100 million to $500 million .70%
Over $500 million .65%
JNL/Franklin Xxxxxxxxx Founding Strategy Fund
All Assets 0%
JNL/Franklin Xxxxxxxxx Global Growth Fund
$0 to $300 million .75%
$300 million to $500 million .65%
Over $500 million .60%
JNL/Franklin Xxxxxxxxx Income Fund
$0 to $100 million .80%
$100 million to $200 million .75%
$200 million to $500 million .65%
Over $500 million .60%
JNL/Franklin Xxxxxxxxx International
Small Cap Growth Fund
$0 to $500 million .95%
Over $500 million .90%
JNL/Franklin Xxxxxxxxx Mutual Shares Fund
$0 to $500 million .75%
Over $500 million .70%
JNL/Franklin Xxxxxxxxx Small Cap Value Fund
$0 to $200 million .85%
$200 million to $500 million .77%
Over $500 million .75%
JNL/Xxxxxxx Sachs Core Plus Bond Fund
$0 to $500 million .60%
Over $500 million .55%
JNL/Xxxxxxx Xxxxx Emerging Markets Debt Fund
$0 to $200 million .75%
$200 million to $1 billion .70%
Over $1 billion .675%
JNL/Xxxxxxx Sachs Mid Cap Value Fund
$0 to $100 million .75%
Over $100 million .70%
JNL/Xxxxxxx Xxxxx U.S. Equity Flex Fund
$0 to $300 million .80%
Over $300 million .75%
JNL/Institutional Alt 20 Fund
$0 to $500 million .15%
Over $500 million .10%
JNL/Institutional Alt 35 Fund
$0 to $500 million .15%
Over $500 million .10%
JNL/Institutional Alt 50 Fund
$0 to $500 million .15%
Over $500 million .10%
JNL/Institutional Alt 65 Fund
$0 to $500 million .15%
Over $500 million .10%
JNL/Invesco International Growth Fund
$0 to $150 million .70%
$150 million to $500 million .65%
Over $500 million .60%
JNL/Invesco Large Cap Growth Fund
$0 to $150 million .70%
Over $150 million .65%
JNL/Invesco Global Real Estate Fund
$0 to $50 million .75%
Over $50 million .70%
JNL/Invesco Small Cap Growth Fund
$0 to $300 million .85%
Over $300 million .80%
JNL/Ivy Asset Strategy Fund
$0 to $500 million .90%
$500 million to $1.5 billion .85%
Over $1.5 billion .825%
JNL/JPMorgan International Value Fund
$0 to $150 million .70%
$150 million to $500 million .65%
Over $500 million .60%
JNL/JPMorgan MidCap Growth Fund
$0 to $250 million .70%
$250 million to $750 million .65%
$750 million to $1,500 million .60%
Over $1,500 million .55%
JNL/JPMorgan U.S. Government & Quality Bond Fund
$0 to $150 million .50%
$150 million to $300 million .45%
$300 million to $500 million .40%
Over $500 million .35%
JNL/Lazard Emerging Markets Fund
$0 to $100 million 1.00%
$100 million to $250 million .90%
Over $250 million .85%
JNL/Lazard Mid Cap Equity Fund
$0 to $50 million .75%
$50 million to $250 million .70%
Over $250 million .65%
JNL/M&G Global Basics Fund
$0 to $500 million .85%
Over $500 million .80%
JNL/M&G Global Leaders Fund
$0 to $500 million .85%
Over $500 million .80%
JNL/Mellon Capital Management Emerging Markets Index Fund
$0 to $500 million .40%
Over $500 million .35%
JNL/Mellon Capital Management Bond Index Fund
$0 to $500 million .30%
$500 million to $750 million .25%
Over $750 million .24%
JNL/Mellon Capital Management Global Alpha Fund
$0 to $500 million 1.00%
Over $500 million .90%
JNL/Mellon Capital Management European 30 Fund
$0 to $50 million .37%
$50 to $100 million .31%
Over $100 million .28%
JNL/Mellon Capital Management Index 5 Fund
All assets 0%
JNL/Mellon Capital Management International Index Fund
$0 to $500 million .30%
$500 million to $750 million .25%
Over $750 million .24%
JNL/Mellon Capital Management Pacific Rim 30 Fund
$0 to $50 million .37%
$50 to $100 million .31%
Over $100 million .28%
JNL/Mellon Capital Management Small Cap Index Fund
$0 to $500 million .29%
$500 million to $750 million .24%
Over $750 million .23%
JNL/Mellon Capital Management 10 x 10 Fund
All assets 0%
JNL/Mellon Capital Management S&P 500 Index Fund
$0 to $500 million .29%
$500 million to $750 million .24%
Over $750 million .23%
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
$0 to $500 million .29%
$500 million to $750 million .24%
Over $750 million .23%
JNL/Xxxxxxxxxxx Global Growth Fund
$0 to $300 million .70%
Over $300 million .60%
JNL/XXX Asia ex-Japan Fund
$0 to $500 million .90%
Over $500 million .85%
JNL/XXX China-India Fund
$0 to $500 million .90%
Over $500 million .85%
JNL/PIMCO Real Return Fund
$0 to $1 billion .50%
Over $1 billion .475%
JNL/PIMCO Total Return Bond Fund
All assets .50%
JNL/PPM America Floating Rate Income Fund
$0 to $500 million .65%
Over $500 million .60%
JNL/PPM America High Yield Bond Fund
$0 to $150 million .50%
$150 million to $500 million .45%
Over $500 million .425%
JNL/PPM America Mid Cap Value Fund
$0 to $500 million .75%
Over $500 million .70%
JNL/PPM America Small Cap Value Fund
$0 to $500 million .75%
Over $500 million .70%
JNL/PPM America Value Equity Fund
$0 to $300 million .55%
Over $300 million .50%
JNL/Red Rocks Listed Private Equity Fund
$0 to $200 million .85%
Over $200 million .80%
JNL/X. Xxxx Price Established Growth Fund
$0 to $150 million .65%
$150 to $500 million .60%
Over $500 million .55%
JNL/X. Xxxx Price Mid-Cap Growth Fund
$0 to $150 million .75%
Over $150 million .70%
JNL/X. Xxxx Price Short-Term Bond Fund
$0 to $250 million .45%
$250 million to $1.5 billion .40%
Over $1.5 billion .375%
JNL/X. Xxxx Price Value Fund
$0 to $150 million .70%
$150 to $500 million .65%
Over $500 million .60%
JNL/WMC Balanced Fund
$0 to $50 million .55%
$50 million to $150 million .50%
$150 million to $300 million .475%
$300 million to $500 million .45%
Over $500 million .425%
JNL/WMC Money Market Fund
$0 to $500 million 0.28%
Over $500 million 0.25%
JNL/WMC Value Fund
$0 to $300 million .55%
$300 million to $500 million .50%
Over $500 million .45%
JNL/S&P Managed Growth Fund
$0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Conservative Fund
$0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Moderate Growth Fund
$0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Moderate Fund
$0 to $500 million .13%
Over $500 million .08%
JNL/S&P Managed Aggressive Growth Fund
$0 to $500 million .13%
Over $500 million .08%
JNL/S&P Competitive Advantage Fund
$0 to $500 million .40%
Over $500 million .35%
JNL/S&P Dividend Income & Growth Fund
$0 to $500 million .40%
Over $500 million .35%
JNL/S&P Intrinsic Value Fund
$0 to $500 million .40%
Over $500 million .35%
JNL/S&P Total Yield Fund
$0 to $500 million .40%
Over $500 million .35%
JNL/S&P 4 Fund
All Assets 0%
JNL Disciplined Moderate Fund
$0 to $500 million .13%
Over $500 million .08%
JNL Disciplined Moderate Growth Fund
$0 to $500 million .13%
Over $500 million .08%
JNL Disciplined Growth Fund
$0 to $500 million .13%
Over $500 million .08%
