AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
CAPITAL GUARDIAN TRUST COMPANY
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and CAPITAL GUARDIAN TRUST COMPANY, a California corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of December 3, 2007 (as amended, the
"Agreement"), whereby Adviser appointed Sub-Adviser to provide certain
sub-investment advisory services to certain investment portfolios of the JNL
Series Trust; and
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; and
WHEREAS, the Adviser has replaced Capital Guardian Trust Company as
Sub-Adviser to the JNL/Capital Guardian International Small Cap Fund ("Fund");
and
WHEREAS, in order to reflect the above-referenced replacement, Schedule A
and Schedule B must be amended to remove the Fund from the Agreement.
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 May 1, 2010, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated May 1, 2010, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 1st day of May, 2010.
XXXXXXX NATIONAL ASSET CAPITAL GUARDIAN TRUST COMPANY
MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxx
Title: President Title: Vice President
SCHEDULE A
DATED MAY 1, 2010
(Funds)
JNL/Capital Guardian U.S. Growth Equity Fund
JNL/Capital Guardian Global Diversified Research Fund
JNL/Capital Guardian Global Balanced Fund
SCHEDULE B
DATED MAY 1, 2010
(Compensation)
JNL/CAPITAL GUARDIAN U.S. GROWTH EQUITY FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $100 Million: .40%
$100 to $600 Million: .34%
Over $600 Million: .32%
JNL/CAPITAL GUARDIAN GLOBAL DIVERSIFIED RESEARCH FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $125 Million: .60%
$125 to $250 Million: .50%
$250 to $400 Million: .45%
Over $400 Million: .40%
JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $600 Million: .50%
Over $600 Million: .475%