B-1
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
STANDARD & POOR'S INVESTMENT ADVISORY SERVICES LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and STANDARD & POOR'S INVESTMENT ADVISORY SERVICES LLC, 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 January 31, 2001 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of JNL Series Trust.
WHEREAS, the parties have agreed to amend Section 6. "Compensation, "of the
Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to replace the entire paragraph
under the "Compensation" section as follows:
6. COMPENSATION.
------------
For the services provided and the expenses assumed pursuant to this Agreement,
Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full
compensation therefor, a sub-advisory fee in accordance with Schedule B hereto,
accrued daily and payable monthly on the average daily net assets in the Fund or
Funds. From time to time, the Sub-Adviser may, but shall not be obligated to,
agree to waive or reduce some or all of the compensation to which it is entitled
under this Agreement. Any and all payments to the Sub-Adviser hereunder shall
be accompanied by a statement setting forth the basis for its calculation.
This Amendment may be executed in two or more counterparts which together shall
constitute one document.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 18th day of December, 2009.
XXXXXXX NATIONAL ASSET STANDARD & POOR'S
MANAGEMENT, LLC INVESTMENT ADVISORY SERVICES LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxxx
Title: President Title: Vice President
Date: 4/12/2010 Date: 4/12/2010