AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
M&G INVESTMENT MANAGEMENT LIMITED
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and M&G INVESTMENT MANAGEMENT LIMITED, a company registered in
England and Wales ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated September 30, 2008, effective as of October 6, 2008
("Agreement"), whereby the Adviser appointed the 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 8. "Compensation," of the
Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement to delete the second paragraph
under the "Compensation" section in its entirety and to amend the first
paragraph so that it reads as follows:
8. COMPENSATION.
------------
For the services provided and the expenses assumed pursuant to this Agreement,
the Adviser will pay the Sub-Adviser, a sub-advisory fee in accordance with
Schedule B hereto, accrued daily and payable monthly on the average daily net
assets in the Funds. [For the period September 1, 2009 to December 31, 2009, if
the fees paid or payable in accordance with Schedule B of this Agreement for any
Fund fall below the sum representing an annual fee of $200,000 prorated for the
relevant period (the "Prorated Minimum Fee"), the Adviser will pay the
Sub-Adviser an additional fee so that the total sub-advisory fee payable to the
Sub-Advisor in respect of this period for such Fund shall be the Prorated
Minimum Fee. Such additional fee shall be payable within 30 days after the
receipt by the Adviser of the relevant invoice issued by the Sub-Adviser. For
the period January 1, 2010 to December 31, 2010 and for each succeeding twelve
(12) month period, if the fees paid or payable in accordance with Schedule B of
this Agreement for any Fund fall below $200,000 (the "Minimum Fee"), the Adviser
will pay the Sub-Adviser an additional fee so that the total sub-advisory fee
payable to the Sub-Advisor in respect of this period for such Fund shall be the
Minimum Fee. Any such additional fee shall be payable annually in arrears and
within 30 days after the receipt by the Adviser of the relevant invoice issued
by the Sub-Adviser. Should this Agreement terminate part-way through a calendar
year, a Prorated Minimum Fee shall apply in respect of the period January 1st of
such year to the date of termination and shall also, if applicable, be payable
within 30 days after the receipt of an invoice. The Sub-Adviser agrees to accept
the fees set out in this Section 8 as full compensation for its services
provided pursuant to this Agreement.]
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. This Amendment
shall be effective as of September 1, 2009.
XXXXXXX NATIONAL ASSET M&G INVESTMENT
MANAGEMENT, LLC MANAGEMENT LIMITED
By: /s/ Xxxx X. Xxxxx By: /s/ Xx Xxxxxxxxxxx
Name: Xxxx X. Xxxxx Name: Xx Xxxxxxxxxxx
Title: President Title: CEO Equities
