AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
MELLON CAPITAL MANAGEMENT CORPORATION
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 dated as of February 18, 2004, as amended ("Agreement"),
whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment
advisory services to JNL Series Trust ("Trust").
WHEREAS, the parties wish to amend the Agreement in order to add the
JNL/Mellon Capital Management Emerging Markets Index Fund, pursuant to the
appointment of the Sub-Adviser to provide certain sub-investment advisory
services to this new fund of the Trust.
WHEREAS, in order to reflect this fund addition, Schedule A, Schedule B,
and Schedule C 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 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.
3. Schedule C to the Agreement is hereby deleted and replaced in its
entirety with Schedule C dated August 29, 2011, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of June 29, 2011, effective as of August 29, 2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC MELLON CAPITAL MANAGEMENT CORPORATION
By:/s/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxx
Name: Xxxx X. Xxxxx Name: Xxxxx Xxx
Title: President and CEO Title: Director
SCHEDULE A
AUGUST 29, 2011
(Funds)
JNL/Mellon Capital Management S&P 500 Index Fund
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
JNL/Mellon Capital Management Small Cap Index Fund
JNL/Mellon Capital Management International Index Fund
JNL/Mellon Capital Management Bond Index Fund
JNL/Mellon Capital Management Emerging Markets Index Fund
JNL/Mellon Capital Management European 30 Fund
JNL/Mellon Capital Management Global Alpha Fund
JNL/Mellon Capital Management Pacific Rim 30 Fund
JNL/S&P Competitive Advantage Fund
JNL/S&P Dividend Income & Growth Fund
JNL/S&P Intrinsic Value Fund
JNL/S&P Total Yield Fund
JNL/X. Xxxx Price Mid-Cap Growth Fund
SCHEDULE B AUGUST 29, 2011 (Compensation)
JNL/Mellon Capital Management S&P 500 Index Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.09%
Next $50 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.09%
Next $50 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management Small Cap Index Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.09%
Next $50 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management International Index Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.09%
Next $50 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management Bond Index Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.09%
Next $50 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management Emerging Markets Index Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 million 0.09%
$50 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management European 30 Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 million 0.09%
$50 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/Mellon Capital Management Global Alpha Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $100 million 0.67%
Next $200 million 0.60%
Over $300 million 0.55%
JNL/Mellon Capital Management Pacific Rim 30 Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 million 0.09%
$50 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/S&P Competitive Advantage Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/S&P Dividend Income & Growth Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/S&P Intrinsic Value Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/S&P Total Yield Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $100 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
JNL/X. Xxxx Price Mid-Cap Growth Fund*
AVERAGE DAILY NET ASSETS ANNUAL RATE
First $50 million 0.09%
Next $50 million 0.06%
$100 to $750 million 0.03%
Over $750 million 0.015%
*Fees will be paid based on assets invested in the mid-cap growth index
strategy portion of the JNL/X. Xxxx Price Mid-Cap Growth Fund managed by
Mellon Capital Management Corporation.
SCHEDULE C AUGUST 29, 2011 (Investment Objectives)
JNL/Mellon Capital Management S&P 500 Index Fund
The JNL/Mellon Capital Management S&P 500 Index Fund seeks to match the
performance of the S&P 500(R) Index with minimal tracking error. The strategy
is constructed to mirror the Index to provide long-term capital growth by
investing in equity securities of large domestic companies.
JNL/Mellon Capital Management S&P 400 MidCap Index Fund
The JNL/Mellon Capital Management S&P 400 MidCap Index Fund seeks to match
the performance of the S&P 400(R) Index with minimal tracking error. The
strategy is constructed to mirror the Index to provide long-term capital
growth by investing in equity securities of medium capitalization weighted
domestic companies.
JNL/Mellon Capital Management Small Cap Index Fund
The JNL/Mellon Capital Management Small Cap Index Fund seeks to match the
performance of the Xxxxxxx 2000(R) Index with minimal tracking error. The
strategy is constructed to mirror the index to provide long-term capital
growth by investing in equity securities of small size domestic companies.
JNL/Mellon Capital Management International Index Fund
The JNL/Mellon Capital Management International Index Fund seeks to match
the performance of the Xxxxxx Xxxxxxx Capital International (MSCI) Europe
Australiasia Far East (EAFE) Free Index with minimal tracking error. The
strategy is constructed to mirror the Index to provide long-term capital
growth by investing in international equity securities attempting to match
the characteristics of each country within the Index.
JNL/Mellon Capital Management Bond Index Fund
The JNL/Mellon Capital Management Bond Index Fund seeks to match the
characteristics and performance of the Barclays Capital U.S. Aggregate Bond
Index with minimal tracking error. The strategy is constructed to mirror
the Index to provide safety of principal and a moderate rate of income by
investing in domestic fixed income instruments (bonds).
JNL/Mellon Capital Management Emerging Markets Index Fund
The investment objective of the JNL/Mellon Capital Management Emerging
Markets Index Fund is to track the performance of a benchmark index that
measures the investment return of stocks issued by companies located in
emerging market countries.
JNL/Mellon Capital Management European 30 Fund
The investment objective of the JNL/Mellon Capital Management European 30
Fund is to provide capital appreciation.
JNL/Mellon Capital Management Global Alpha Fund
The investment objective of the JNL/Mellon Capital Management Global Alpha Fund
is to seek total return. To achieve this objective, the Fund uses a variety of
investment strategies, sometimes referred to as absolute return strategies, to
produce returns with low correlation with, and less volatility than, major
markets over a complete market cycle; typically a period of several years. The
Fund is not managed to a benchmark index. Rather than managing to track a
benchmark index, the Fund seeks to provide returns that are largely independent
of market moves.
JNL/Mellon Capital Management Pacific Rim 30 Fund
The investment objective of the JNL/Mellon Capital Management Pacific Rim
30 Fund is to provide capital appreciation.
JNL/S&P Competitive Advantage Fund
The JNL/S&P Competitive Advantage Fund seeks capital appreciation by
investing approximately equal amounts in the common stock of 30 companies
included in the S&P 500 that are, in the opinion of the Sub-Adviser,
profitable, predominantly higher-quality, and larger capitalization
companies. In selecting the companies, the Sub-Adviser looks for companies,
which are in the top decile by return on invested capital with the lowest
market-to-book multiples.
JNL/S&P Dividend Income & Growth Fund
The JNL/S&P Dividend Growth & Income Fund seeks primarily capital
appreciation with a secondary focus on current income by investing
approximately equal amounts in the common stock of 30 companies included in
the S&P 500 which have the highest indicated annual dividend yields
("Dividend Yield") within their sector, subject to the screening process
described herein. The three stocks with the highest Dividend Yield are
selected from each of 10 economic sectors in the S&P 500.
JNL/S&P Intrinsic Value Fund
The JNL/S&P Intrinsic Value Fund seeks capital appreciation by investing
approximately equal amounts in the common stock of 30 companies included in
the S&P 500, excluding financial companies, that are, in the opinion of the
Sub-Adviser, larger, predominantly higher-quality companies with strong
free cash flows and low external financing needs.
JNL/S&P Total Yield Fund
The JNL/S&P Total Yield Fund seeks capital appreciation by investing
approximately equal amounts in the common stock of the 30 companies
included in S&P 500 with the highest S&P Total Yield (a broad measure of
cash returned to shareholders and bondholders), subject to the screening
process described herein. The Sub-Adviser seeks companies that are
significantly reducing their debt burden and/or increasing their equity
distributions.
JNL/X. Xxxx Price Mid-Cap Growth Fund
The JNL/X. Xxxx Price Mid-Cap Growth Fund seeks long-term growth of capital
by investing at least 80% of its assets, under normal circumstances, in a
broadly diversified portfolio of common stocks of medium-sized
(mid-capitalization) companies who earnings the Sub-Adviser expects to grow
at a faster rate than the average company.
Depending upon cash flows into and out of the Fund, the Adviser may direct
up to 20% of the portfolio be invested in a mid-cap growth index strategy
("index sleeve") managed by Mellon Capital Management Corporation. For the
index sleeve, the Fund does not employ traditional methods of active
investment management, which involves the buying and selling of securities
based upon individual security analysis. The index sleeve attempts to
replicate the Xxxxxxx XxxXxx(R) Growth Index by investing all or
substantially all of its assets in the stocks that make up the Xxxxxxx
MidCap(R) Growth Index in proportion to their market capitalization weighting
in the Xxxxxxx XxxXxx(R) Growth Index.