Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC
Amendment to
Amended and Restated
Investment Sub-Advisory Agreement Between
Xxxxxxx National Asset Management, LLC
and Mellon Investments Corporation
This Amendment is made by and between Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Mellon Investments Corporation, a Delaware corporation and registered investment adviser (the “Sub-Adviser”).
Whereas, the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Investment Sub-Advisory Agreement, effective as of the 1st day of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (each a “Fund,” and collectively, the “Funds”) of JNL Series Trust (the “Trust”), as listed on Schedule A of the Agreement.
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.
Whereas, the Parties have agreed to amend the Agreement to incorporate the following changes effective April 26, 2021, as approved by the Board of Trustees of the Trust:
| 1. Fund Name Change: | ||
| - | JNL/Mellon MSCI World Index Fund change to JNL/Mellon World Index Fund; | |
| 2. New Funds (and corresponding fee schedules): | ||
| - | JNL/Morningstar PitchBook Listed Private Equity Index Fund; | |
| - | JNL Bond Index Fund; |
| - | JNL Emerging Markets Index Fund; |
| - | JNL International Index Fund; |
| - |
JNL Mid Cap Index Fund;
|
| - | JNL Small Cap Index Fund; and |
|
3. Sub-Adviser Appointments (and corresponding fee schedules):
|
||
| - | Appointment of Sub-Adviser to provide sub-investment advisory services to the JNL/Xxxxxxx Xxxxx 4 Fund, an existing fund of the Trust; and | |
| - | Appointment of Sub-Adviser to provide sub-investment advisory services to the JNL/Vanguard U.S. Stock Market Index Fund (which is being renamed the JNL/Mellon U.S. Stock Market Index Fund); |
| 4. Termination/Removal of the following Funds (and corresponding fee schedules): | ||
| - | JNL/Xxxxxxx Xxxxx Competitive Advantage Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Xxxxxxx Sachs Competitive Advantage Fund); | |
| 1 |
| - | JNL/Xxxxxxx Xxxxx Dividend Income & Growth Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Xxxxxxx Sachs Dividend Income & Growth Fund); |
| - | JNL/Xxxxxxx Xxxxx International 5 Fund (which has been reorganized into the JNL/Mellon International Index Fund thereby terminating the Agreement with respect to the JNL/Xxxxxxx Xxxxx International 5 Fund); |
| - | JNL/Xxxxxxx Sachs Intrinsic Value Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Xxxxxxx Xxxxx Intrinsic Value Fund); |
| - | JNL/Xxxxxxx Sachs Total Yield Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Xxxxxxx Xxxxx Total Yield Fund); |
| - | JNL/Mellon Bond Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Bond Index Fund thereby terminating the Agreement with respect to the JNL/Mellon Bond Index Fund); |
| - | JNL/Mellon Emerging Markets Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Emerging Markets Index Fund thereby terminating the Agreement with respect to the JNL/Mellon Emerging Markets Index Fund); |
| - | JNL/Mellon International Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL International Index Fund thereby terminating the Agreement with respect to the JNL/Mellon International Index Fund); |
| - | JNL/Mellon S&P 400 MidCap Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Mid Cap Index Fund thereby terminating the Agreement with respect to the JNL/Mellon S&P 400 MidCap Index Fund); |
| - | JNL/Mellon Small Cap Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Small Cap Index Fund thereby terminating the Agreement with respect to the JNL/Mellon Small Cap Index Fund); |
| - | JNL/RAFI® Fundamental Asia Developed Fund (which has been reorganized into the JNL/Mellon International Index Fund thereby terminating the Agreement with respect to the JNL/RAFI® Fundamental Asia Developed Fund); and |
| - | JNL/RAFI® Fundamental Europe Fund (which has been reorganized into the JNL/Mellon International Index Fund thereby terminating the Agreement with respect to the JNL/RAFI® Fundamental Europe Fund). |
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 April 26, 2021, attached hereto. |
| 2) | Schedule B to the Agreement is hereby deleted and replaced, in its entirety, with Schedule B dated April 26, 2021, attached hereto, to reflect the fee changes for the Funds outlined above. |
| 3) | Except as specifically amended hereby, the Agreement shall remain in full force and effect, in accordance with its terms. |
| 4) | Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment. |
| 2 |
| 5) | This Amendment may be executed in one or more counterparts, which together shall constitute one document. |
In Witness Whereof, the Parties have caused this Amendment to be executed, effective April 26, 2021.
| Xxxxxxx National Asset Management, LLC | Mellon Investments Corporation | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxx X. Xxxxxxx | Name: | Xxxxxxx Xxxxxxx | ||
|
Title: |
Assistant Vice President and Associate General Counsel |
Title: |
Chief Operating Officer |
||
| 3 |
Schedule A
dated April 26, 2021
|
Funds
|
|
JNL iShares Tactical Growth Fund
|
|
JNL iShares Tactical Moderate Fund
|
|
JNL iShares Tactical Moderate Growth Fund
|
|
JNL S&P 500 Index Fund
|
|
JNL/Xxxxxxx Xxxxx 4 Fund
|
|
JNL/Mellon Communication Services Sector Fund
|
|
JNL/Mellon Consumer Discretionary Sector Fund
|
|
JNL/Mellon Consumer Staples Sector Fund
|
|
JNL/Mellon DowSM Index Fund
|
|
JNL/Mellon Energy Sector Fund
|
|
JNL/Mellon Equity Income Fund
|
|
JNL/Mellon Financial Sector Fund
|
|
JNL/Mellon Healthcare Sector Fund
|
|
JNL/Mellon Industrials Sector Fund
|
|
JNL/Mellon Information Technology Sector Fund
|
|
JNL/Mellon Materials Sector Fund
|
|
JNL/Mellon MSCI KLD 400 Social Index Fund
|
|
JNL/Mellon Nasdaq® 100 Index Fund
|
|
JNL/Mellon Real Estate Sector Fund
|
|
JNL/Mellon S&P 500 Index Fund
|
|
JNL/Mellon U.S. Stock Market Index Fund
|
|
JNL/Mellon Utilities Sector Fund
|
|
JNL/Mellon World Index Fund
|
|
JNL/Morningstar PitchBook Listed Private Equity Index Fund
|
|
JNL/Morningstar Wide Moat Index Fund
|
|
JNL/RAFI® Fundamental U.S. Small Cap Fund
|
|
JNL/RAFI® Multi-Factor U.S. Equity Fund
|
|
JNL/Vanguard Growth ETF Allocation Fund
|
|
JNL/Vanguard Moderate ETF Allocation Fund
|
|
JNL/Vanguard Moderate Growth ETF Allocation Fund
|
|
JNL Bond Index Fund
|
|
JNL Emerging Markets Index Fund
|
|
JNL International Index Fund
|
|
JNL Mid Cap Index Fund
|
|
JNL Small Cap Index Fund
|
| A-1 |
Schedule B
dated April 26, 2021
(Compensation)
|
JNL iShares Tactical Growth Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL iShares Tactical Moderate Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL iShares Tactical Moderate Growth Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL S&P 500 Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005%
|
|
JNL/Xxxxxxx Xxxxx 4 Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
Over $500 million
|
0.015% |
| B-1 |
|
JNL/Mellon Communication Services Sector Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
|
JNL/Mellon Consumer Discretionary Sector Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
|
JNL/Mellon Consumer Staples Sector Fund
|
|||
| Assets up to $1.5 billion: | |||
|
Average Daily Net Assets
|
Annual Rate
|
||
|
$0 to $500 million
|
0.030% |
||
|
$500 million to $1.5 billion
|
0.015% |
||
| Assets over $1.5 billion: | |||
|
Average Daily Net Assets
|
Annual Rate
|
||
|
All assets
|
0.010% |
||
|
JNL/Mellon DowSM Index Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
| B-2 |
|
JNL/Mellon Energy Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets |
Annual Rate |
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Equity Income Fund
|
|
|
Average Daily Net Assets
|
Annual Rate |
|
$0 to $100 Million
|
0.25% |
|
$100 Million to $200 Million
|
0.20% |
|
Over $200 Million
|
0.15% |
|
JNL/Mellon Financial Sector Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
|
JNL/Mellon Healthcare Sector Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
| B-3 |
|
JNL/Mellon Industrials Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Information Technology Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Materials Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon MSCI KLD 400 Social Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
| B-4 |
|
JNL/Mellon Nasdaq® 100 Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon Real Estate Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon S&P 500 Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005% |
|
JNL/Mellon U.S. Stock Market Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
| B-5 |
|
JNL/Mellon Utilities Sector Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Mellon World Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Morningstar PitchBook Listed Private Equity Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Morningstar Wide Moat Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
| B-6 |
|
JNL/RAFI® Fundamental U.S. Small Cap Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate |
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/RAFI® Multi-Factor U.S. Equity Fund
|
||
| Assets up to $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
$0 to $500 million
|
0.030% |
|
|
$500 million to $1.5 billion
|
0.015% |
|
| Assets over $1.5 billion: | ||
|
Average Daily Net Assets
|
Annual Rate
|
|
|
All assets
|
0.010% |
|
|
JNL/Vanguard Growth ETF Allocation Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL/Vanguard Moderate ETF Allocation Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
| B-7 |
|
JNL/Vanguard Moderate Growth ETF Allocation Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL Bond Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL Emerging Markets Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL International Index Fund
|
|
| Assets up to $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $500 million
|
0.030% |
|
$500 million to $1.5 billion
|
0.015% |
| Assets over $1.5 billion: | |
|
Average Daily Net Assets
|
Annual Rate
|
|
All assets
|
0.010% |
|
JNL Mid Cap Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005% |
| B-8 |
|
JNL Small Cap Index Fund
|
|
|
Average Daily Net Assets
|
Annual Rate
|
|
$0 to $3 billion
|
0.010% |
|
Over $3 billion
|
0.005% |
| B-9 |
