Amendment to Amended and Restated Investment Sub-Advisory Agreement Between Jackson National Asset Management, LLC and T. Rowe Price Associates, Inc.
EX. 99.28(d)(50)(xii)
Amendment
to Amended and Restated
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 (the “Adviser”), and X. Xxxx Price Associates, Inc., a Maryland corporation and registered investment adviser (the “Sub-Adviser”).
Whereas, the Adviser and the 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 (the “Funds”) of JNL Series Trust (the “Trust”), as listed on Schedule A to the Agreement.
Whereas, pursuant to the Agreement, the Adviser agreed to pay sub-advisory fees as set forth on Schedule B to the Agreement to the Sub-Adviser for the services provided and the expenses assumed by the Sub-Adviser, and the Sub-Adviser agreed to accept such sub-advisory fees as full compensation under the Agreement for such services and expenses.
Whereas, the Parties agreed to amend the sub-advisory fees, as set forth on Schedule B to the Agreement, to reflect fee reductions for the JNL/X. Xxxx Price Value Fund.
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 January 1, 2019, attached hereto. |
| 2) | Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. |
| 3) | 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. |
| 4) | 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 as of January 1, 2019.
| Xxxxxxx National Asset Management, LLC |
X. Xxxx Price Associates, Inc. |
||||
| By: | /s/ Xxxx X. Xxxxx | By: | /s/ Xxxxxxxx Xxxxxxxx | ||
| Name: | Xxxx X. Xxxxx | Name: | Xxxxxxx Xxxxxxxx | ||
| Title: | President and CEO | Title: | Vice President | ||
Schedule B
Dated January 1, 2019
(Compensation)
| JNL/X. Xxxx Price Established Growth Fund (1) | |
|
Assets up to $100 million:
|
|
| Average Daily Net Assets | Annual Rate |
| $0 to $50 million | 0.50% |
| $50 million to $100 million | 0.40% |
| Assets over $100 million and up to $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $250 million | 0.40% |
| $250 million to $500 million | 0.375% |
| $500 million to $1 billion | 0.35% |
| When assets exceed $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.30% |
(1) For the JNL/X. Xxxx Price Established Growth 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 $803.5 million and $1 billion.
To accommodate circumstances where a Fund’s assets fall beneath $1 billion and to prevent a decline in the 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 $803.5 million, where the tiered fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the tiered fee schedule and the flat 0.30% fee schedule by the difference between the current portfolio size for billing purposes and the $803.5 million threshold, divided by the difference between $1 billion and the $946 million threshold. The credit would approach $687,500 annually when a Fund’s assets were close to $1 billion and fall to zero at approximately $803.5 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
|
Current Portfolio Size for Billing Purposes - $803,571,428.57 |
x $687,500 |
|
$196,428,571.43
|
| B-1 |
| JNL/X. Xxxx Price Managed Volatility Balanced Fund (2) | |
| Assets up to $200 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.375% |
| When assets exceed $200 million, but are less than $500 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.350% |
| When assets exceed $500 million, but are less than $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.325% |
| When assets exceed $1 billion, but are less than $2 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $1 billion | 0.300% |
| Over $1 billion | 0.275% |
| When assets exceed $2 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.275% |
(2) For the JNL/X. Xxxx Price Managed Volatility Balance Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when net assets are below $200 million and the flat fee once assets reach $200 million. The credit will apply at asset levels between approximately $187 million and $200 million.
To accommodate circumstances where the Fund’s assets fall beneath $200 million and to prevent a decline in the 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 flat 0.375% fee. 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 $200 million, when the flat 0.350% fee would be triggered, or (b) fall below a threshold of approximately $187 million, where the flat 0.375% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.375% fee and the flat 0.350% fee by the difference between the current portfolio size for billing purposes and the $187 million threshold, divided by the difference between $200 million and the $187 million threshold. The credit would approach $50,000.00 annually when the Fund’s assets were close to $200 million and fall to zero at approximately $187 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
|
Current Portfolio Size for Billing Purposes - $186,666,666.67 |
x $50,000.00 |
|
$13,333,333.33
|
For the Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when net assets are below $500 million and the flat fee once assets reach $500 million. The credit will apply at asset levels between approximately $464 million and $500 million.
| B-2 |
To accommodate circumstances where the Fund’s assets fall beneath $500 million and to prevent a decline in the 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 flat 0.350% fee. 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 $500 million, when the flat 0.325% fee would be triggered, or (b) fall below a threshold of approximately $464 million, where the flat 0.350% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.350% fee and the flat 0.325% fee by the difference between the current portfolio size for billing purposes and the $464 million threshold, divided by the difference between $500 million and the $464 million threshold. The credit would approach $125,000.00 annually when the Fund’s assets were close to $500 million and fall to zero at approximately $464 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
Current Portfolio Size for Billing Purposes - $464,285,714.29 x $125,000.00
$35,714, 285.71
To accommodate circumstances where the Fund’s assets fall beneath $1 billion and to prevent a decline in the 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 flat 0.325% fee. 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 tiered fee schedule would be triggered, or (b) fall below a threshold of approximately $923 million, where the flat 0.325% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.325 %fee and the tiered fee schedule by the difference between the current portfolio size for billing purposes and the $923 million threshold, divided by the difference between $1 billion and the $923 million threshold. The credit would approach $250,000.00 annually when the Fund’s assets were close to $1 billion and fall to zero at approximately $923 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
Current Portfolio Size for Billing Purposes - $923,076,923.08 x $250,000.00
$76,923,076.92
To accommodate circumstances where the Fund’s assets fall beneath $2 billion and to prevent a decline in the 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 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 $2 billion, when the flat 0.275% fee would be triggered, or (b) fall below a threshold of approximately $1.9 billion, where the tiered fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the tiered fee schedule and the flat 0.275% fee by the difference between the current portfolio size for billing purposes and the $1.9 billion threshold, divided by the difference between $2 billion and the $1.9 billion threshold. The credit would approach $250,000.00 annually when the Fund’s assets were close to $2 billion and fall to zero at approximately $1.9 billion.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
Current Portfolio Size for Billing Purposes - $1,909,090,909.09 x $250,000.00
$90,909,090.91
| X-0 |
| XXX/X. Xxxx Price Value Fund (3) | |
| Assets up to $100 million: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $50 million | .475% |
| $50 million to $100 million | .425% |
| When assets exceed $100 million, but are less than $200 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .375% |
| When assets exceed $200 million, but are less than $500 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .325% |
| When assets exceed $500 million, but are less than $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | .300% |
| $500 million to $1 billion | .275% |
| When assets exceed $1 billion, but are less than $1.5 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .275% |
| When assets exceed $1.5 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .250% |
| When assets exceed $4 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .245% |
(3) For the JNL/X. Xxxx Price Value Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee schedule when net assets are below $1.5 billion and the flat fee once assets reach $1.5 billion. The credit will apply at asset levels between $1.375 billion and $1.5 billion.
To accommodate circumstances where the Portfolio’s assets fall beneath $1.5 billion and to prevent a decline in the Portfolios’ 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 flat 0.275% 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 $1.5 billion, when the flat 0.25% bps fee would be triggered, or (b) fall below a threshold of approximately $1.364 billion, where the flat 0.275% fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.275% fee schedule and the flat 0.25% fee schedule by the difference between $1.364 billion and the current portfolio size for billing purposes, divided by the difference between the $1.5 billion and the $1.364 billion threshold. The credit would approach $375,000 annually when the X. Xxxx Price Large Cap Value Portfolio’s assets were close to $1.5 billion and fall to zero at approximately $1.364 billion.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
| Current Portfolio Size for Billing Purposes - $1,363,636,363 | x $375,000 |
| $136,363,636 |
| B-4 |
For the JNL/X. Xxxx Price Value Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when net assets are below $4 billion and the flat fee once assets reach $4 billion. The credit will apply at asset levels between approximately $3.92 billion and $4 billion.
To accommodate circumstances where the Fund’s assets fall beneath $4 billion and to prevent a decline in the 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 flat 0.250% fee. 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 $4 billion, when the flat 0.245% fee would be triggered, or (b) fall below a threshold of approximately $3.92 billion, where the flat 0.250% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.250% fee and the flat 0.245% fee by the difference between the current portfolio size for billing purposes and the $3.92 billion, divided by the difference between $4 billion and the $3.92 billion threshold. The credit would approach $200,000 annually when the Fund’s assets were close to $4 billion and fall to zero at approximately $3.92 billion.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
Current Portfolio Size for Billing Purposes - $3,920,000,000 x $200,000
$80,000,000
| JNL/X. Xxxx Price Mid-Cap Growth Fund (4) | |
| Average Daily Net Assets | Annual Rate |
| $0 to $20 million | 0.60% |
| $20 million to $50 million | 0.50% |
| $50 million to $200 million | 0.50% |
| Amounts over $200 million | 0.50%(5) |
(4) Fees will be paid based on assets invested in the actively managed portion of the Fund managed by X. Xxxx Price, not including assets from the mid-cap growth index strategy portion of the Fund managed by Mellon Capital Management Corporation.
(5) When net assets exceed $200 million, the annual rate 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 |
| $0 to $50 million | 0.225% |
| $50 million to $100 million | 0.175% |
| When assets exceed $100 million | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.15% |
| When assets exceed $250 million | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.125% |
| B-5 |
| When assets exceed $500 million | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | 0.125% |
| Amounts over $500 million | 0.10% |
| When assets exceed $1 billion | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.10%(6) |
(6) To accommodate circumstances where a Fund’s assets fall beneath $100 million 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 $100 million, when the flat fee would be triggered, or (b) fall below a threshold of approximately $71.4 million, where the tiered fee schedule would be fully re-applied.
| B-6 |
The credit is determined by multiplying the difference between the tiered fee schedule and the flat 0.15% fee schedule by the difference between the current portfolio size for billing purposes and the $71.4 million threshold, divided by the difference between $100 million and the $71.4 million threshold. The credit would approach $50,000 annually when a Fund’s assets were close to $100 million and fall to zero at approximately $71.4 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based -upon the number of days in the month) will be applied as a credit to fees assessed:
| Current Portfolio Size for Billing Purposes - $71,428,571 | x $50,000 |
| $28,571,429 |
To accommodate circumstances where a Fund’s assets fall beneath $250 million 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 $250 million, when the flat fee would be triggered, or (b) fall below a threshold of approximately $208.3 million, where the tiered fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.15% fee schedule and the flat 0.125% fee schedule by the difference between the current portfolio size for billing purposes and the $208.3 million threshold, divided by the difference between $250 million and the $208.3 million threshold. The credit would approach $62,500 annually when a Fund’s assets were close to $250 million and fall to zero at approximately $208.3 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
| Current Portfolio Size for Billing Purposes - $208,333,333 | x $62,500 |
| $41,666,667 |
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 $875 million, where the tiered fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the tiered fee schedule and the flat 0.10% fee schedule by the difference between the current portfolio size for billing purposes and the $875 million threshold, divided by the difference between $1 billion and the $875 million threshold. The credit would approach $125,000 annually when a Fund’s assets were close to $1 billion and fall to zero at approximately $875 million.
The annualized transitional credit is determined as follows, and the appropriate portion thereof (based upon the number of days in the month) will be applied as a credit to fees assessed:
| Current Portfolio Size for Billing Purposes - $875,000,000 | x $125,000 |
| $125,000,000 |
| B-7 |
