AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
AND
X. XXXX PRICE ASSOCIATES, INC.
This AMENDMENT is made by and between XXXXXXX NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and X. XXXX PRICE ASSOCIATES, INC., a Maryland 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 the
Adviser appointed the Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of JNL Series Trust.
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 sub-advisory fees as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fees as full compensation
under the Agreement for such services and expenses.
WHEREAS, the Adviser and the Sub-Adviser have agreed to amend the
sub-advisory fees as set forth on Schedule B to the Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. Schedule B to the Agreement is hereby deleted and replaced in its
entirety with Schedule B dated June 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 June, 2010.
XXXXXXX NATIONAL ASSET X. XXXX PRICE ASSOCIATES, INC.
MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxxx-Xxxx
Name: Xxxx X. Xxxxx Name: Xxxx Xxxxxxx-Xxxx
Title: President and CEO Title: Vice President
SCHEDULE B DATED
JUNE 1, 2010
(Compensation)
JNL/X. Xxxx Price Established Growth Fund*
JNL/X. Xxxx Price Value Fund*
AVERAGE DAILY NET ASSETS ANNUAL RATE
Assets up to $1 billion:
$0 to $250 million 0.40%
$250 to $500 million 0.375%
$500 million to $1 billion 0.35%
When assets exceed $1 billion:
On the first $1 billion 0.35%
Amounts over $1 billion 0.325%
*For both the JNL/X. Xxxx Price Established Growth Fund and the JNL/X. Xxxx
Price Value Fund, the Sub-Adviser will provide the Adviser a transitional credit
to eliminate any discontinuity between the tiered fee schedule and the flat fee
once assets exceed $1 billion. The credit will apply at asset levels between
approximately $946 million and $1 billion.
To accommodate circumstances where a Fund's assets fall beneath $1 billion and
to prevent a decline in a Fund's assets from causing an increase in the absolute
dollar fee, the Sub-Adviser will provide a transitional credit to cushion the
impact of reverting to the original tiered fee schedule. The credit will be
applied against the fees assessed under the existing fee schedule and will have
the effect of reducing the dollar fee until assets either (a) exceed $1 billion,
when the flat fee would be triggered, or (b) fall below a threshold of
approximately $946 million, where the tiered fee schedule would be fully
re-applied.
The credit is determined by prorating the difference between the tiered fee
schedule and the flat fee schedule over the difference between $1 billion and
the current portfolio size for billing purposes. The credit would approach
$187,500 annually when a Fund's assets were close to $1 billion and fall to zero
at approximately $946 million.
The transitional credit is determined as follows:
Average Daily Fund Assets - $946,428,571 x $187,500
----------------------------------------
$53,571,428
JNL/X. Xxxx Price Mid-Cap Growth Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $20 million 0.60%
$20 to $50 million 0.50%
$50 to $200 million 0.50%
Amounts over $200 Million 0.50%**
**When net assets exceed $200 million, the annual rate asterisked is applicable
to all the amounts in the JNL/X. Xxxx Price Mid-Cap Growth Fund.
JNL/X. Xxxx Price Short-Term Bond Fund
AVERAGE DAILY NET ASSETS: ANNUAL RATE
Greater or equal to $100 million:
$0 to $100 million 0.20%***
$100 to $250 million 0.175%
$250 to $500 million 0.125%
Amounts over $500 Million 0.10%
Less than $100 million:
$0 to $50 million 0.30%
Amounts over $50 million 0.25%
*** For net assets less than $100 million, the Sub-Adviser fees will be .30% on
net assets up to $50 million and 0.25% on net assets greater than $50 million.
The Sub-Adviser fee will reset to .20% on net assets from $0 to $100 million,
once assets reach $100 million. The Sub-Adviser will provide the Adviser a
transitional fee credit to eliminate any discontinuity between the tiered fee
schedule and the fee schedule that takes effect once assets exceed $100 million.
The credit will apply at an asset range between approximately $70 million and
$100 million. The transitional credit will only apply when asset levels decrease
due to market depreciation and not when asset levels decrease due to redemption
activity.
