AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
MELLON CAPITAL MANAGEMENT CORPORATION
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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 effective as of November 8, 2001, Amended and Restated
effective as of the 18th day of February 2004, and further Amended and Restated
effective as of the 1st day of December, 2012 ("Agreement"), whereby the Adviser
appointed the Sub-Adviser to provide certain sub-investment advisory services to
certain investment portfolios ("Funds") of JNL Series Trust.
WHEREAS, in order to clarify Adviser and Sub-Adviser proxy voting
responsibilities, the parties have agreed to Amend Sub-Section i) under Section
3. "MANAGEMENT" of the Agreement
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement, as follows:
Sub-Section i) under Section 3. "MANAGEMENT", shall be replaced in its entirety
as follows:
i) will vote proxies received in connection with securities held by
the Funds consistent with its fiduciary duties hereunder; provided, however,
that, in the event that a security to be purchased for a Fund in accordance
with the Investment Objectives, is on The Bank of New York Mellon
Corporation Restricted Securities List or, as a result of such purchase,
would be placed on The Bank of New York Mellon Corporation Restricted
Securities List (each, a "Restricted Security"), the Sub-Adviser will have
no authority or discretion whatsoever to vote the proxies relating to any
Restricted Security and such authority will be reserved to the Adviser to
vote the proxies relating to any Restricted Security upon prompt notice
received by the Sub-Adviser.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of April 15, 2013, effective as of February 20,
2013.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC MELLON CAPITAL MANAGEMENT CORPORATION
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxx
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Name: Xxxx X. Xxxxx Name: Xxxxx Xxx
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Title: President and CEO Title: Director
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