EX-99.77Q1 OTHR EXHB 13 ex_77q1h.txt JNL SERIES TRUST AMENDENT TO INVESTMENT SUB-ADVISORY AGREEMENT AMENDMENT TO INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN JNL SERIES TRUST AND JACKSON NATIONAL ASSET MANAGEMENT, LLC This AMENDMENT is made as of August 29, 2011, by and between JNL SERIES TRUST, a Massachusetts business trust ("Trust") and JACKSON NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company ("Adviser"). WHEREAS, the Trust and the Adviser are parties to an Investment Advisory and Management Agreement dated January 31, 2001 ("Agreement"). WHEREAS, the parties have agreed to amend Section 4 of the Agreement. WHEREAS, the parties wish to amend Schedule A and Schedule B of the Agreement for the following fund additions and fund name changes: Fund Additions: 1. JNL/AQR Managed Futures Strategy Fund; and 2. JNL/Mellon Capital Management Emerging Markets Index Fund. Fund Name Changes: 1. JNL/S&P Disciplined Moderate Fund to JNL Disciplined Moderate Fund; 2. JNL/S&P Disciplined Moderate Growth Fund to JNL Disciplined Moderate Growth Fund; and 3. JNL/S&P Disciplined Growth Fund to JNL Disciplined Growth Fund. WHEREAS, the parties wish to amend Schedule B of the Agreement for fee changes for the following funds: Fee Changes: 1. JNL/BlackRock Global Allocation Fund; 2. JNL/Goldman Sachs Emerging Markets Debt Fund; 3. JNL/Ivy Asset Strategy Fund; and 4. JNL/T. Rowe Price Short-Term Bond Fund. NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties hereby agree to amend the Agreement to delete the first paragraph of Section 4 entitled "4. Compensation" in its entirety and replace it with the following: As compensation for services performed and the facilities and personnel provided by the Adviser under this Agreement, and as provided pursuant to 1) the agreement between the Adviser and the Managed Futures Fund's wholly-owned subsidiary, the JNL/AQR Managed Futures Strategy Fund, Ltd, and 2) the agreement between the Adviser and the JNL/BlackRock Global Allocation Fund's wholly-owned subsidiary, the JNL/BlackRock Global Allocation Fund, Ltd, the Trust will pay to the Adviser a single unified fee, accrued daily and payable monthly on the average daily net assets in the Series, in accordance with Schedule B. FURTHER, 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. This Amendment may be executed in two or more counterparts, which together shall constitute one document. IN WITNESS WHEREOF, the Adviser and the Trust have caused this Amendment to be executed as of August 22, 2011, effective as of August 29, 2011. JNL SERIES TRUST By: /s/ Susan S. Rhee Name: Susan S. Rhee Title: Vice President, Counsel, and Secretary JACKSON NATIONAL ASSET MANAGEMENT, LLC By: /s/ Mark D. Nerud Name: Mark D. Nerud Title: President and CEO SCHEDULE A DATED AUGUST 29, 2011 (List of Funds) JNL/American Funds Blue Chip Income and Growth Fund JNL/American Funds Global Bond Fund JNL/American Funds Global Small Capitalization Fund JNL/American Funds Growth-Income Fund JNL/American Funds International Fund JNL/American Funds New World Fund JNL/AQR Managed Futures Strategy Fund JNL/BlackRock Commodity Securities Fund JNL/BlackRock Global Allocation Fund JNL/Capital Guardian U.S. Growth Equity Fund JNL/Capital Guardian Global Diversified Research Fund JNL/Capital Guardian Global Balanced Fund JNL/Eagle Core Equity Fund JNL/Eagle SmallCap Equity Fund JNL/Franklin Templeton Founding Strategy Fund JNL/Franklin Templeton Global Growth Fund JNL/Franklin Templeton Income Fund JNL/Franklin Templeton International Small Cap Growth Fund JNL/Franklin Templeton Mutual Shares Fund JNL/Franklin Templeton Small Cap Value Fund JNL/Goldman Sachs Core Plus Bond Fund JNL/Goldman Sachs Emerging Markets Debt Fund JNL/Goldman Sachs Mid Cap Value Fund JNL/Goldman Sachs U.S. Equity Flex Fund JNL Institutional Alt 20 Fund JNL Institutional Alt 35 Fund JNL Institutional Alt 50 Fund JNL Institutional Alt 65 Fund JNL/Invesco International Growth Fund JNL/Invesco Large Cap Growth Fund JNL/Invesco Global Real Estate Fund JNL/Invesco Small Cap Growth Fund JNL/Ivy Asset Strategy Fund JNL/JPMorgan International Value Fund JNL/JPMorgan MidCap Growth Fund JNL/JPMorgan U.S. Government & Quality Bond Fund JNL/Lazard Emerging Markets Fund JNL/Lazard Mid Cap Equity Fund JNL/M&G Global Basics Fund JNL/M&G Global Leaders 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 Index 5 Fund JNL/Mellon Capital Management International Index Fund JNL/Mellon Capital Management Pacific Rim 30 Fund JNL/Mellon Capital Management Small Cap Index Fund JNL/Mellon Capital Management 10 x 10 Fund JNL/Mellon Capital Management S&P 500 Index Fund JNL/Mellon Capital Management S&P 400 MidCap Index Fund JNL/Oppenheimer Global Growth Fund JNL/PAM Asia ex-Japan Fund JNL/PAM China-India Fund JNL/PIMCO Real Return Fund JNL/PIMCO Total Return Bond Fund JNL/PPM America Floating Rate Income Fund JNL/PPM America High Yield Bond Fund JNL/PPM America Mid Cap Value Fund JNL/PPM America Small Cap Value Fund JNL/PPM America Value Equity Fund JNL/Red Rocks Listed Private Equity Fund JNL/T. Rowe Price Established Growth Fund JNL/T. Rowe Price Mid-Cap Growth Fund JNL/T. Rowe Price Short-Term Bond Fund JNL/T. Rowe Price Value Fund JNL/WMC Balanced Fund JNL/WMC Money Market Fund JNL/WMC Value 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 Competitive Advantage Fund JNL/S&P Dividend Income & Growth Fund JNL/S&P Intrinsic Value Fund JNL/S&P Total Yield Fund JNL/S&P 4 Fund JNL Disciplined Moderate Fund JNL Disciplined Moderate Growth Fund JNL Disciplined Growth Fund SCHEDULE B DATED AUGUST 29, 2011 (Compensation) FUND ASSETS ADVISORY FEE (Annual Rate Based on Average Net Assets of each Fund) JNL/American Funds Blue Chip Income and Growth Fund $0 to $1 billion .70% Over $1 billion .65% JNL/American Funds Global Bond Fund $0 to $1 billion .70% Over $1 billion .65% JNL/American Funds Global Small Capitalization Fund $0 to $1 billion .75% Over $1 billion .70% JNL/American Funds Growth-Income Fund $0 to $1 billion .70% Over $1 billion .65% JNL/American Funds International Fund $0 to $1 billion .85% Over $1 billion .80% JNL/American Funds New World Fund $0 to $1 billion 1.05% Over $1 billion 1.00% JNL/AQR Managed Futures Strategy Fund $0 to $500 million .95% $500 million to $1 billion .90% Over $1 billion .85% JNL/BlackRock Commodity Securities Fund $0 to $300 million .70% Over $300 million .60% JNL/BlackRock Global Allocation Fund $0 to $1 billion .75% Over $1 billion .70% JNL/Capital Guardian U.S. Growth Equity Fund $0 to $150 million .70% $150 million to $500 million .65% $500 million to $750 million .60% Over $750 million .55% JNL/Capital Guardian Global Diversified Research Fund $0 to $150 million .75% $150 million to $500 million .70% $500 million to $750 million .65% Over $750 million .60% JNL/Capital Guardian Global Balanced Fund $0 to $500 million .65% Over $500 million .60% JNL/Eagle Core Equity Fund $0 to $100 million .65% $100 million to $300 million .60% Over $300 million .55% JNL/Eagle SmallCap Equity Fund $0 to $100 million .75% $100 million to $500 million .70% Over $500 million .65% JNL/Franklin Templeton Founding Strategy Fund All Assets 0% JNL/Franklin Templeton Global Growth Fund $0 to $300 million .75% $300 million to $500 million .65% Over $500 million .60% JNL/Franklin Templeton Income Fund $0 to $100 million .80% $100 million to $200 million .75% $200 million to $500 million .65% Over $500 million .60% JNL/Franklin Templeton International Small Cap Growth Fund $0 to $500 million .95% Over $500 million .90% JNL/Franklin Templeton Mutual Shares Fund $0 to $500 million .75% Over $500 million .70% JNL/Franklin Templeton Small Cap Value Fund $0 to $200 million .85% $200 million to $500 million .77% Over $500 million .75% JNL/Goldman Sachs Core Plus Bond Fund $0 to $500 million .60% Over $500 million .55% JNL/Goldman Sachs Emerging Markets Debt Fund $0 to $200 million .75% $200 million to $1 billion .70% Over $1 billion .675% JNL/Goldman Sachs Mid Cap Value Fund $0 to $100 million .75% Over $100 million .70% JNL/Goldman Sachs U.S. Equity Flex Fund $0 to $300 million .80% Over $300 million .75% JNL/Institutional Alt 20 Fund $0 to $500 million .15% Over $500 million .10% JNL/Institutional Alt 35 Fund $0 to $500 million .15% Over $500 million .10% JNL/Institutional Alt 50 Fund $0 to $500 million .15% Over $500 million .10% JNL/Institutional Alt 65 Fund $0 to $500 million .15% Over $500 million .10% JNL/Invesco International Growth Fund $0 to $150 million .70% $150 million to $500 million .65% Over $500 million .60% JNL/Invesco Large Cap Growth Fund $0 to $150 million .70% Over $150 million .65% JNL/Invesco Global Real Estate Fund $0 to $50 million .75% Over $50 million .70% JNL/Invesco Small Cap Growth Fund $0 to $300 million .85% Over $300 million .80% JNL/Ivy Asset Strategy Fund $0 to $500 million .90% $500 million to $1.5 billion .85% Over $1.5 billion .825% JNL/JPMorgan International Value Fund $0 to $150 million .70% $150 million to $500 million .65% Over $500 million .60% JNL/JPMorgan MidCap Growth Fund $0 to $250 million .70% $250 million to $750 million .65% $750 million to $1,500 million .60% Over $1,500 million .55% JNL/JPMorgan U.S. Government & Quality Bond Fund $0 to $150 million .50% $150 million to $300 million .45% $300 million to $500 million .40% Over $500 million .35% JNL/Lazard Emerging Markets Fund $0 to $100 million 1.00% $100 million to $250 million .90% Over $250 million .85% JNL/Lazard Mid Cap Equity Fund $0 to $50 million .75% $50 million to $250 million .70% Over $250 million .65% JNL/M&G Global Basics Fund $0 to $500 million .85% Over $500 million .80% JNL/M&G Global Leaders Fund $0 to $500 million .85% Over $500 million .80% JNL/Mellon Capital Management Emerging Markets Index Fund $0 to $500 million .40% Over $500 million .35% JNL/Mellon Capital Management Bond Index Fund $0 to $500 million .30% $500 million to $750 million .25% Over $750 million .24% JNL/Mellon Capital Management Global Alpha Fund $0 to $500 million 1.00% Over $500 million .90% JNL/Mellon Capital Management European 30 Fund $0 to $50 million .37% $50 to $100 million .31% Over $100 million .28% JNL/Mellon Capital Management Index 5 Fund All assets 0% JNL/Mellon Capital Management International Index Fund $0 to $500 million .30% $500 million to $750 million .25% Over $750 million .24% JNL/Mellon Capital Management Pacific Rim 30 Fund $0 to $50 million .37% $50 to $100 million .31% Over $100 million .28% JNL/Mellon Capital Management Small Cap Index Fund $0 to $500 million .29% $500 million to $750 million .24% Over $750 million .23% JNL/Mellon Capital Management 10 x 10 Fund All assets 0% JNL/Mellon Capital Management S&P 500 Index Fund $0 to $500 million .29% $500 million to $750 million .24% Over $750 million .23% JNL/Mellon Capital Management S&P 400 MidCap Index Fund $0 to $500 million .29% $500 million to $750 million .24% Over $750 million .23% JNL/Oppenheimer Global Growth Fund $0 to $300 million .70% Over $300 million .60% JNL/PAM Asia ex-Japan Fund $0 to $500 million .90% Over $500 million .85% JNL/PAM China-India Fund $0 to $500 million .90% Over $500 million .85% JNL/PIMCO Real Return Fund $0 to $1 billion .50% Over $1 billion .475% JNL/PIMCO Total Return Bond Fund All assets .50% JNL/PPM America Floating Rate Income Fund $0 to $500 million .65% Over $500 million .60% JNL/PPM America High Yield Bond Fund $0 to $150 million .50% $150 million to $500 million .45% Over $500 million .425% JNL/PPM America Mid Cap Value Fund $0 to $500 million .75% Over $500 million .70% JNL/PPM America Small Cap Value Fund $0 to $500 million .75% Over $500 million .70% JNL/PPM America Value Equity Fund $0 to $300 million .55% Over $300 million .50% JNL/Red Rocks Listed Private Equity Fund $0 to $200 million .85% Over $200 million .80% JNL/T. Rowe Price Established Growth Fund $0 to $150 million .65% $150 to $500 million .60% Over $500 million .55% JNL/T. Rowe Price Mid-Cap Growth Fund $0 to $150 million .75% Over $150 million .70% JNL/T. Rowe Price Short-Term Bond Fund $0 to $250 million .45% $250 million to $1.5 billion .40% Over $1.5 billion .375% JNL/T. Rowe Price Value Fund $0 to $150 million .70% $150 to $500 million .65% Over $500 million .60% JNL/WMC Balanced Fund $0 to $50 million .55% $50 million to $150 million .50% $150 million to $300 million .475% $300 million to $500 million .45% Over $500 million .425% JNL/WMC Money Market Fund $0 to $500 million 0.28% Over $500 million 0.25% JNL/WMC Value Fund $0 to $300 million .55% $300 million to $500 million .50% Over $500 million .45% JNL/S&P Managed Growth Fund $0 to $500 million .13% Over $500 million .08% JNL/S&P Managed Conservative Fund $0 to $500 million .13% Over $500 million .08% JNL/S&P Managed Moderate Growth Fund $0 to $500 million .13% Over $500 million .08% JNL/S&P Managed Moderate Fund $0 to $500 million .13% Over $500 million .08% JNL/S&P Managed Aggressive Growth Fund $0 to $500 million .13% Over $500 million .08% JNL/S&P Competitive Advantage Fund $0 to $500 million .40% Over $500 million .35% JNL/S&P Dividend Income & Growth Fund $0 to $500 million .40% Over $500 million .35% JNL/S&P Intrinsic Value Fund $0 to $500 million .40% Over $500 million .35% JNL/S&P Total Yield Fund $0 to $500 million .40% Over $500 million .35% JNL/S&P 4 Fund All Assets 0% JNL Disciplined Moderate Fund $0 to $500 million .13% Over $500 million .08% JNL Disciplined Moderate Growth Fund $0 to $500 million .13% Over $500 million .08% JNL Disciplined Growth Fund $0 to $500 million .13% Over $500 million .08%