AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
AND
BLACKROCK INVESTMENT MANAGEMENT, LLC
This AMENDMENT is made by and between ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a Delaware limited
liability company and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and the Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated October 11, 2010 ("Agreement"), whereby the Adviser
appointed the Sub-Adviser to furnish sub-investment advisory services to the
investment portfolios ("Fund") of JNL Series Trust ("Trust") listed on Schedule
A to the Agreement.
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 desires to appoint the Sub-Adviser to provide, and the
Sub-Adviser has agreed to provide, additional sub-investment advisory services
to the following new investment portfolio of the Trust, effective upon execution
or, if later, the date that initial capital for such investment portfolio is
first provided: 1) JNL/BlackRock Global Allocation Fund.
WHEREAS, the parties have also agreed to amend Section 3, "MANAGEMENT," of
the Agreement to clarify the authority delegated by the Adviser to the
Sub-Adviser with respect to investments of the investment portfolios.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to replace the reference of
"Fund" to "Funds" in the Agreement in all instances; and 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.
The parties further agree to amend the Agreement to replace the entire
first paragraph under the Section 3, "MANAGEMENT," as follows:
3. MANAGEMENT
Subject always to the supervision of the Adviser, who in turn is subject to the
supervision of the Trust's Board of Trustees, Sub-Adviser will furnish an
investment program in respect of, and make investment decisions for, all assets
of the Fund and place all orders for the purchase and sale of securities,
including foreign or domestic securities or other property (including financial
futures and options of any type), all on behalf of the Fund. With respect to any
investments, including but not limited to repurchase and reverse repurchase
agreements, derivatives contracts, futures contracts, International Swaps and
Derivatives Association, Inc. ("ISDA") Master Agreements, and options on futures
contracts ("futures"), which Sub-Adviser is hereby authorized to make so long as
such investments are consistent with the investment objectives and strategies of
the Funds, as outlined in the Registration Statement for the Trust, the Adviser
hereby authorizes and directs the Sub-Adviser to do and perform every act and
thing whatsoever necessary or incidental in performing its duties and
obligations under this Agreement including, but not limited to, executing as
agent, on behalf of each Fund of the Trust, brokerage agreements and other
documents to establish, operate and conduct all brokerage or other trading
accounts, and executing as agent, on behalf of each Fund of the Trust, such
agreements and other documentation as may be required for the purchase or sale,
assignment, transfer and ownership of any permitted investment, including
limited partnership agreements, repurchase and derivative master agreements,
including any schedules and annexes to such agreements, releases, consents,
elections and confirmations. The Adviser acknowledges and understands that it
will be bound by any such trading accounts established, and agreements and other
documentation executed, by the Sub-Adviser for such investment purposes. In the
performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the
Fund (as set forth below), and will monitor the Fund's investments, and will
comply with the provisions of Trust's Declaration of Trust and By-Laws, as
amended from time to time, and the stated investment objectives, policies and
restrictions of the Fund, which may be amended from time to time. Sub-Adviser
and Adviser will each make its officers and employees available to the other
from time to time at reasonable times to review investment policies of the Fund
and to consult with each other regarding the investment affairs of the Fund.
Sub-Adviser will report to the Board of Trustees and to Adviser with respect to
the implementation of such program. Sub-Adviser, solely with respect to the
assets of the Fund which are under its management pursuant to this Agreement,
and based on information obtained from the Fund's administrator, custodian and
other service providers, shall take reasonable steps to comply with the
diversification provisions of Section 851 and Section 817(h) of the Internal
Revenue Code of 1986, as amended ("IRC"), and its accompanying Regulation,
Treas. Reg. Section 1.817-5, applicable to the Fund.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of June 1, 2011, effective as of August 29, 2011.
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC BLACKROCK INVESTMENT MANAGEMENT, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name:▇▇▇▇ ▇▇▇▇▇▇
Title: President and CEO Title: Managing Director
SCHEDULE A
AUGUST 29, 2011
(Funds)
JNL/BlackRock Commodity Securities Fund
JNL/BlackRock Global Allocation Fund
SCHEDULE B
AUGUST 29, 2011
(Compensation)
JNL/BlackRock Commodity Securities Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 Million 0.40%
$100 Million to $400 Million 0.29%
Amounts over $400 Million 0.20%
JNL/BlackRock Global Allocation Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $500 Million 0.42%
$500 Million to $1.5 Billion 0.40%
Amounts over $1.5 Billion 0.375%
