AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
IVY INVESTMENT MANAGEMENT COMPANY
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and IVY INVESTMENT MANAGEMENT COMPANY, 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 September 28, 2009 (the "Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to investment portfolio(s) 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/Ivy Asset Strategy 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 May 31, 2011, effective as of May 24, 2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC IVY INVESTMENT MANAGEMENT COMPANY
By:/s/ Xxxx X. Xxxxx By: Xxxxxx X. Xxxxx
Name: Xxxx X. Xxxxx Name: /s/ Xxxxxx X. Xxxxx
Title: President and CEO Title: Senior Vice President
SCHEDULE B
DATED MAY 24, 2011
(Compensation)
JNL/Ivy Asset Strategy Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $500 Million 0.55%
$500 to $1.5 Billion 0.47%
Amounts over $1.5 Billion 0.43%