AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
LAZARD ASSET MANAGEMENT LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and LAZARD ASSET MANAGEMENT LLC, a Delaware limited liability
company 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 the investment portfolios 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-Advisor 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/Lazard Emerging Markets 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 24, 2011, effective as of May 24, 2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC LAZARD ASSET MANAGEMENT LLC
By: /s Xxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title:President and CEO Title: Deputy Chairman
SCHEDULE B
MAY 24, 2011
(Compensation)
JNL/Lazard Emerging Markets Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 Million 0.75%
$50 to $200 Million 0.65%
$200 to $600 Million 0.575%
Amounts Over $600 Million 0.525%
JNL/Lazard Mid Cap Equity Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $250 Million 0.45%
Amounts Over $250 Million 0.40%