AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
STANDARD & POOR'S INVESTMENT ADVISORY SERVICES LLC
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and STANDARD & POOR'S INVESTMENT ADVISORY SERVICES LLC, 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 January 31, 2001 ("Agreement"), whereby
Adviser appointed Sub-Adviser to provide certain sub-investment advisory
services to the investment portfolios of the JNL Series Trust; and
WHEREAS, new funds will be added to the JNL/S&P Funds as outlined below.
------------------------------------------------------------
JNL/S&P Retirement Income Fund
------------------------------------------------------------
------------------------------------------------------------
JNL/S&P Retirement 2015 Fund
------------------------------------------------------------
------------------------------------------------------------
JNL/S&P Retirement 2020 Fund
------------------------------------------------------------
------------------------------------------------------------
JNL/S&P Retirement 2025 Fund
------------------------------------------------------------
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.
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 January 17, 2006, attached hereto.
2. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated January 17, 2006, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of this 17th day of January, 2006.
XXXXXXX NATIONAL ASSET STANDARD & POOR'S INVESTMENT
MANAGEMENT, LLC ADVISORY SERVICES LLC
By: By:
------------------------ --------------------------
Name: XXXXXX X. XXXXXXX Name:
----------------------- ------------------------
Title: PRESIDENT Title:
-------------------- -----------------------
SCHEDULE A
DATED JANUARY 17, 2006
(Fund)
JNL/S&P Managed Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Moderate Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Retirement Income Fund
JNL/S&P Retirement 2015 Fund
JNL/S&P Retirement 2020 Fund
JNL/S&P Retirement 2025 Fund
SCHEDULE B
DATED JANUARY 17, 2006
(Compensation)
JNL/S&P Managed Growth Fund
JNL/S&P Managed Conservative Fund
JNL/S&P Managed Moderate Growth Fund
JNL/S&P Managed Moderate Fund
JNL/S&P Managed Aggressive Growth Fund
JNL/S&P Retirement Income Fund
JNL/S&P Retirement 2015 Fund
JNL/S&P Retirement 2020 Fund
JNL/S&P Retirement 2025 Fund
ASSETS ANNUAL RATE
$0 to $1.3 billion 0.07%
Next $1.2 billion 0.05%
Over $2.5 billion 0.04%
THE ASSETS OF THE FUNDS ARE AGGREGATED FOR PURPOSES OF CALCULATING THE
SUB-ADVISORY FEE.
