Amendment to Amended and Restated Sub-Advisory Agreement Between
JNL Series Trust 485BPOS
Exhibit 99.28(d)(46)(iv)
Amendment to Amended and Restated 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 Sub-Advisory Agreement effective September 1, 2022, 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 Board of Trustees of the Trust approved: i) the JNL/X. Xxxx Price Capital Appreciation Equity Fund as a new fund of the Trust and the Sub-Adviser to provide sub-investment advisory services to the JNL/X. Xxxx Price Capital Appreciation Equity Fund; and ii) a fund name change for the JNL/X. Xxxx Price Established Growth Fund to JNL/X. Xxxx Price Growth Stock Fund, effective October 21, 2024.
Whereas, the Parties have agreed to amend Schedule A and Schedule B of the Agreement, effective October 21, 2024, to add the JNL/X. Xxxx Price Capital Appreciation Equity Fund and its fees and to update the name of the JNL/X. Xxxx Price Established Growth Fund to JNL/X. Xxxx Price Growth Stock 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 October 21, 2024, attached hereto. |
| 2) | Schedule B to the Agreement is hereby deleted and replaced in its entirety with Schedule B dated October 21, 2024, attached hereto. |
| 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. |
| 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 as of October 21, 2024.
| Xxxxxxx National Asset Management, LLC | X. Xxxx Price Associates, Inc. | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | ||||
| By: | /s/ Xxxxxxx Xxxxxxxx | ||||
| Name: | Xxxxx X. Xxxxxxx | Name: | Xxxxxxx Xxxxxxxx | ||
| Title: | VP and Deputy General Counsel | Title: | Vice President | ||
Schedule A
Dated October 21, 2024
| Funds |
| JNL Multi-Manager Emerging Markets Equity Fund* |
| JNL/X. Xxxx Price Balanced Fund |
| JNL/X. Xxxx Price Capital Appreciation Equity Fund |
| JNL/X. Xxxx Price Capital Appreciation Fund |
| JNL/X. Xxxx Price Growth Stock Fund |
| JNL/X. Xxxx Price Mid-Cap Growth Fund |
| JNL/X. Xxxx Price Short-Term Bond Fund |
| JNL/X. Xxxx Price U.S. High Yield Fund |
| JNL/X. Xxxx Price Value Fund |
* For the portion of the Average Daily Net Assets managed by X. Xxxx Price Associates, Inc.
A-1
Schedule B
Dated October 21, 2024
(Compensation)
| JNL Multi-Manager Emerging Markets Equity Fund* (1) |
| [Fees Omitted] |
* For the portion of the Average Daily Net Assets managed by X. Xxxx Price Associates, Inc.
(1) [Fee Footnote Omitted]
| JNL/X. Xxxx Price 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 | 0.325% |
| When assets exceed $500 million, but are less than $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | 0.300% |
| Over $500 million | 0.250% |
| When assets exceed $1 billion: | |
| All Assets | 0.25% |
(2) The Sub-Adviser will provide JNL a transitional credit to eliminate any discontinuity between the flat 0.375% fee and flat 0.325% fee once assets exceed $200 million, between the flat 0.325% fee and tiered 0.3% fee once assets exceed $500 million, and between the tiered 0.3% fee and flat 0.25% fee once assets exceed $1 billion. The credit will apply at an Aggregate Asset range between approximately $173.3 million and $200 million, $461.5 million and $500 million, and $900.0 million and $1 billion.
To accommodate circumstances where Aggregate Assets either approach or fall beneath $200 million and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $200 million, when the 0.325% flat fee would be triggered, or (b) fall below a threshold of approximately $173.3 million, where the 0.375% flat fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.375% flat fee schedule and the flat 0.325% fee schedule by the difference between the current portfolio size for billing purposes and the $173.3 million threshold, divided by the difference between $200 million and the $173.3 million threshold. The credit would approach $100,000 annually when Aggregate Assets were close to $200 million and fall to zero at approximately $173.3 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 - $173,333,333.33 | X $100,000 |
| $26,666,666.67 |
B-1
To accommodate circumstances where Aggregate Assets either approach or fall beneath $500 million and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $500 million, when the 0.3% tiered fee would be triggered, or (b) fall below a threshold of approximately $461.5 million, where the 0.325% flat fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.325% flat fee schedule and the tiered 0.3% fee schedule by the difference between the current portfolio size for billing purposes and the $461.5 million threshold, divided by the difference between $500 million and the $461.5 million threshold. The credit would approach $125,000 annually when Aggregate Assets were close to $500 million and fall to zero at approximately $461.5 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 - $461,538,461.54 | X $125,000 |
| $38,461,538.46 |
To accommodate circumstances where Aggregate Assets either approach or fall beneath $1 billion and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $1 billion, when the 0.25% flat fee would be triggered, or (b) fall below a threshold of approximately $900.0 million, where the 0.3% tiered fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.3% tiered fee schedule and the flat 0.25% fee schedule by the difference between the current portfolio size for billing purposes and the $900.0 million threshold, divided by the difference between $1 billion and the $900.0 million threshold. The credit would approach $250,000 annually when Aggregate Assets were close to $1 billion and fall to zero at approximately $900.0 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 - $900,000,000.00 | X $250,000 |
| $100,000,000.00 |
| JNL/X. Xxxx Price Capital Appreciation Equity Fund (3) | |
| Assets up to $500 million: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | 0.300% |
| Assets over $500 million and up to $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | 0.275% |
| Over $500 million | 0.250% |
| When assets exceed $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.250% |
(3) The Sub-Adviser will provide JNL/X. Xxxx Price Capital Appreciation Equity Fund a transitional credit to eliminate any discontinuity between the flat 0.3% fee and tiered 0.275% fee once assets exceed $500 million, and between the tiered 0.275% fee and flat 0.25% fee once assets exceed $1 billion. The credit will apply at an Aggregate Asset range between approximately $458.3 million and $500 million, and $950 million and $1 billion.
B-2
To accommodate circumstances where Aggregate Assets either approach or fall beneath $500 million and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $500 million, when the 0.275% tiered fee would be triggered, or (b) fall below a threshold of approximately $458.3 million, where the 0.3% flat fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.3% flat fee schedule and the tiered 0.275% fee schedule by the difference between the current portfolio size for billing purposes and the $458.3 million threshold, divided by the difference between $500 million and the $458.3 million threshold. The credit would approach $125,000 annually when Aggregate Assets were close to $500 million and fall to zero at approximately $458.3 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 - $458,333,333.33 | X $125,000 |
| $41,666,666.67 |
To accommodate circumstances where Aggregate Assets either approach or fall beneath $1 billion and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $1 billion, when the 0.25% flat fee would be triggered, or (b) fall below a threshold of approximately $950.0 million, where the 0.275% tiered fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.275% tiered fee schedule and the flat 0.25% fee schedule by the difference between the current portfolio size for billing purposes and the $950.0 million threshold, divided by the difference between $1 billion and the $950.0 million threshold. The credit would approach $125,000 annually when Aggregate Assets were close to $1 billion and fall to zero at approximately $950.0 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 - $950,000,000.00 | X $125,000 |
| $50,000,000.00 |
In order to prevent the Funds from paying duplicate management fees, the net asset value of shares of the X. Xxxx Price Institutional Floating Rate Fund or shares of any other X. Xxxx Price institutional fund held in a Fund’s portfolio will be excluded from the Fund’s total assets in calculating the sub-advisory fees payable to the Sub-Adviser.
| JNL/X. Xxxx Price Capital Appreciation Fund (4) | |
| Assets up to $500 million: | |
| Average Daily Net Assets (5) | Annual Rate |
| $0 to $250 million | 0.50% |
| $250 million to $500 million | 0.40% |
| Assets over $500 million and up to $2 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $1 billion | 0.40% |
| Over $1 billion | 0.35% |
| Assets over $2 billion and up to $3 billion: | |
B-3
| Average Daily Net Assets | Annual Rate |
| $0 to $ 500 million | 0.40% |
| Over $500 million | 0.35% |
| When assets exceed $3 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.35% |
(4) For the JNL/X. Xxxx Capital Appreciation 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 $3 billion. The credit will apply at asset levels between approximately $2.93 billion and $3 billion.
To accommodate circumstances where a Fund’s assets fall beneath $3 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 $3 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $2.93 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 0.35% fee schedule by the difference between the current portfolio size for billing purposes and the $2.93 billion threshold, divided by the difference between $3 billion and the $2.93 billion threshold. The credit would approach $250,000 annually when a Fund’s assets were close to $3 billion and fall to zero at approximately $2.93 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 – $2,928,571,429 |
X $250,000 |
|
$71,428,571 |
(5) In order to prevent the Funds from paying duplicate management fees, the net asset value of shares of the X. Xxxx Price Institutional Floating Rate Fund or shares of any other X. Xxxx Price institutional fund held in a Fund’s portfolio will be excluded from the Fund’s total assets in calculating the sub-advisory fees payable to the Sub-Adviser.
| JNL/X. Xxxx Price Growth Stock Fund (6) | |
| 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 $200 million: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $200 million | 0.40% |
| Assets over $200 million and up to $500 million: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | 0.33% |
| Assets over $500 million and up to $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $1 billion | 0.325% |
| Assets over $1 billion and up to $2 billion: | |
| Average Daily Net Assets | Annual Rate |
B-4
| $0 to $1 billion | 0.30% |
| $1 billion to $2 billion | 0.29% |
| Assets over $2 billion and up to $3 billion: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $3 billion | 0.29% |
| Over $3 billion | 0.275% |
(6) For the JNL/X. Xxxx Price Growth Stock 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 $100 million. The credit will apply at asset levels between $87.5 million and $100 million.
To accommodate circumstances where a Fund’s assets fall beneath $100 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 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 $87.5 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 0.40% fee schedule by the difference between the current portfolio size for billing purposes and the $87.5 million threshold, divided by the difference between $100 million and the $87.5 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 $87.5 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 - $87,500,000 |
X $50,000 |
|
$12,500,000 |
For the JNL/X. Xxxx Price Growth Stock 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 $200 million and the flat fee once assets reach $200 million. The credit will apply at asset levels between $165 million and $200 million.
To accommodate circumstances where the Portfolio’s assets fall beneath $200 million 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 0.40% 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 $200 million, when the flat 0.33% bps fee would be triggered, or (b) fall below a threshold of $165 million, where the flat 0.40% fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.40% fee schedule and the flat 0.33% fee schedule by the difference between $165 million and the current portfolio size for billing purposes, divided by the difference between the $200 million and the $165 million threshold. The credit would approach $140,000 annually when a Fund’s assets were close to $200 million and fall to zero at $165 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 - $165,000,000 | X $140,000 |
| $35,000,000 |
For the JNL/X. Xxxx Price Growth Stock 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 $500 million and the flat fee once assets reach $500 million. The credit will apply at asset levels between approximately $492.4 million and $500 million.
B-5
To accommodate circumstances where the Portfolio’s assets fall beneath $500 million 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 0.33% 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 $500 million, when the flat 0.325% bps fee would be triggered, or (b) fall below a threshold of approximately $492.4 million, where the flat 0.33% fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.33% fee schedule and the flat 0.325% fee schedule by the difference between approximately $492.4 million and the current portfolio size for billing purposes, divided by the difference between the $500 million and the $492.4 million threshold. The credit would approach $25,000 annually when a Fund’s assets were close to $500 million and fall to zero at approximately $492.4 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 - $492,424,242.42 | X $25,000 |
| $7,575,757.58 |
For the JNL/X. Xxxx Price Growth Stock 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 billion and the flat fee once assets reach $1 billion. The credit will apply at asset levels between approximately $923 million and $1 billion.
To accommodate circumstances where the Portfolio’s assets fall beneath $1 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 0.325% 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 0.30% bps fee would be triggered, or (b) fall below a threshold of approximately $923 million, where the flat 0.325% fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.325% fee schedule and the flat 0.30% fee schedule by the difference between approximately $923 million and the current portfolio size for billing purposes, divided by the difference between the $1 billion and the $923 million threshold. The credit would approach $250,000 annually when a 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 |
| $76,923,076.92 |
For the JNL/X. Xxxx Price Growth Stock 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 $2 billion. The credit will apply at asset levels between approximately $1.96 billion and $2 billion.
To accommodate circumstances where a 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 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 $2 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $1.96 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 0.29% fee schedule by the difference between the current portfolio size for billing purposes and approximately $1.96 billion, divided by the difference between $2 billion and the $1.96 billion threshold. The credit would approach $100,000 annually when a Fund’s assets were close to $2 billion and fall to zero at approximately $1.96 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 - $1,965,517,241.38 |
X $100,000 |
|
$34,482,758.62 |
B-6
| JNL/X. Xxxx Price Mid-Cap Growth Fund (7) | |
| Average Daily Net Assets | Annual Rate |
| $0 to $1 billion | 0.50% |
| When assets exceed $1 billion: | |
| All Assets | 0.425% |
| When assets exceed $5.5 billion: | |
| All Assets | 0.400% |
(7) Fees will be paid based on assets invested in the actively managed portion of the Fund managed by X. Xxxx Xxxxx, not including assets from the mid-cap growth index strategy portion of the Fund managed by Mellon Investments Corporation.
The Sub-Adviser will provide JNL a transitional credit to eliminate any discontinuity between the flat 0.5% fee and flat 0.425% fee once assets exceed $1 billion, and between the flat 0.425% fee and flat 0.4% fee once assets exceed $5.5 billion. The credit will apply at an Aggregate Asset range between approximately $850 million and $1 billion, and $5.176 billion and $5.5 billion.
To accommodate circumstances where Aggregate Assets either approach or fall beneath $1 billion and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $1 billion, when the 0.425% flat fee would be triggered, or (b) fall below a threshold of approximately $850 million, where the 0.5% flat fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.5% flat fee schedule and the flat 0.425% fee schedule by the difference between the current portfolio size for billing purposes and the $850 million threshold, divided by the difference between $1 billion and the $850 million threshold. The credit would approach $750,000 annually when Aggregate Assets were close to $1 billion and fall to zero at approximately $850 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 - $850,000,000 | X $750,000 |
| $150,000,000 |
To accommodate circumstances where Aggregate Assets either approach or fall beneath $5.5 billion and to prevent a decline in Aggregate Assets from causing an increase in the absolute dollar fee, the Subadviser will provide a transitional credit to cushion the impact of reverting to the original 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 Aggregate Assets either (a) exceed $5.5 billion, when the 0.4% flat fee would be triggered, or (b) fall below a threshold of approximately $5.176 billion, where the 0.425% flat fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the 0.425% flat fee schedule and the flat 0.4% fee schedule by the difference between the current portfolio size for billing purposes and the $5.176 billion threshold, divided by the difference between $5.5 billion and the $5.176 billion threshold. The credit would approach $1,375,000 annually when Aggregate Assets were close to $5.5 billion and fall to zero at approximately $5.176 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 - $5,176,470,588.24 | X $1,375,000 |
| $323,529,411.76 |
B-7
| JNL/X. Xxxx Price Short-Term Bond Fund | |
| Average Daily Net Assets | Annual Rate |
| $0 to $50 million | 0.180% |
| $50 million to $100 million | 0.150% |
| 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% |
| When assets exceed $500 million | |
| Average Daily Net Assets | Annual Rate |
| $0 to $500 million | 0.115% |
| Amounts over $500 million | 0.10% |
| When assets exceed $1 billion | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.10%(8) |
(8) 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 $90 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 0.15% fee schedule by the difference between the current portfolio size for billing purposes and the $90 million threshold, divided by the difference between $100 million and the $90 million threshold. The credit would approach $15,000 annually when a Fund’s assets were close to $100 million and fall to zero at approximately $90 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 - $90,000,000.00 | X $15,000 |
| $10,000,000.00 |
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 flat 0.15% 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.
B-8
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 - $208,333,333.33 | X $62,500 |
| $41,666,667.67 |
To accommodate circumstances where a Fund’s assets fall beneath $500 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 flat 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 $500 million, when the tiered fee would be triggered, or (b) fall below a threshold of approximately $460 million, where the flat fee schedule would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.125% fee schedule and the tiered 0.115% fee schedule by the difference between the current portfolio size for billing purposes and the $460 million threshold, divided by the difference between $500 million and the $460 million threshold. The credit would approach $50,000 annually when a Fund’s assets were close to $500 million and fall to zero at approximately $460 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 - $460,000,000.00 | X $50,000 |
| $40,000,000.00 |
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 $925 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 $925 million threshold, divided by the difference between $1 billion and the $925 million threshold. The credit would approach $75,000 annually when a Fund’s assets were close to $1 billion and fall to zero at approximately $925 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 - $925,000,000.00 | X $75,000 |
| $75,000,000.00 |
| JNL/X. Xxxx Price U.S. High Yield Fund (9) | |
| Assets up to $100 million: | |
| Average Daily Net Assets | Annual Rate |
| $0 to $50 million | 0.450% |
| $50 million to $100 million | 0.350% |
| Assets over $100 million and up to $250 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.350% |
| Assets over $250 million and up to $500 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.325% |
B-9
| Assets over $500 million and up to $1 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.300% |
| Assets over $1 billion to $2 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.275 |
| When assets exceed $2 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | 0.250% |
(9) For the JNL/X. Xxxx Price U.S. High Yield Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the tiered fee when assets are below $100 million and the flat 0.35% fee once assets reach $100 million. The credit will apply at asset level between approximately $85.7 million and $100 million.
To accommodate circumstances where the Fund’s assets fall beneath $100 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 tiered 0.35% 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 $100 million, when the flat 0.35% fee would be triggered, or (b) fall below a threshold of approximately $85.7 million, where the tiered 0.35% fee would be fully re-applied.
The credit is determined by multiplying the difference between the tiered 0.35% fee and the flat 0.35% fee by the difference between the current portfolio size for billing purposes and the $85.7 million threshold, divided by the difference between $100 million and the $85.7 million threshold. The credit would approach $50,000 annually when the Fund’s assets were close to $100 million and fall to zero at approximately $85.7 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 - $85,714,285.71 | X $50,000 |
| $14,285,714.29 |
For the JNL/X. Xxxx Price U.S. High Yield Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when assets are below $250 million and the flat 0.325% fee once assets reach $250 million. The credit will apply at asset level between approximately $232.1 million and $250 million.
To accommodate circumstances where the Fund’s assets fall beneath $250 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 0.35% 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 $250 million, when the flat 0.325% fee would be triggered, or (b) fall below a threshold of approximately $232.1 million, where the flat 0.35% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.35% fee and the flat 0.325% fee by the difference between the current portfolio size for billing purposes and the $232.1 million threshold, divided by the difference between $250 million and the $232.1 million threshold. The credit would approach $62,500 annually when the Fund’s assets were close to $250 million and fall to zero at approximately $232.1 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 - $232,142,857.14 | X $62,500 |
| $17,857,142.86 |
B-10
For the JNL/X. Xxxx Price U.S. High Yield Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when assets are below $500 million and the flat 0.30% fee once assets reach $500 million. The credit will apply at asset level between approximately $461.5 million and $500 million.
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 0.325% 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 $500 million, when the flat 0.30% fee would be triggered, or (b) fall below a threshold of approximately $461.5 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 flat 0.30% fee by the difference between the current portfolio size for billing purposes and the $461.5 million threshold, divided by the difference between $500 million and the $461.5 million threshold. The credit would approach $125,000 annually when the Fund’s assets were close to $500 million and fall to zero at approximately $461.5 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 - $461,538,461.54 | X $125,000.00 |
| $38,461,538.46 |
For the JNL/X. Xxxx Price U.S. High Yield Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when assets are below $1 billion and the flat 0.275% fee once assets reach $1 billion. The credit will apply at asset level between approximately $916.7 million and $1 billion.
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 0.30% 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 flat 0.275% fee would be triggered, or (b) fall below a threshold of approximately $916.7 million, where the flat 0.30% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.30% fee and the flat 0.275% fee by the difference between the current portfolio size for billing purposes and the $916.7 million threshold, divided by the difference between $1 billion and the $916.7 million threshold. The credit would approach $250,000 annually when the Fund’s assets were close to $1 billion and fall to zero at approximately $916.7 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 - $916,666,666.67 | X $250,000.00 |
| $83,333,333.33 |
For the JNL/X. Xxxx Price U.S. High Yield Fund, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee when assets are below $2 billion and the flat 0.25% fee once assets reach $2 billion. The credit will apply at asset level between approximately $1.82 billion and $2 billion.
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 flat 0.275% 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 $2 billion, when the flat 0.25% fee would be triggered, or (b) fall below a threshold of approximately $.1.82 billion, where the flat 0.275% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.275% fee and the flat 0.25% fee by the difference between the current portfolio size for billing purposes and the $1.82 billion threshold, divided by the difference between $2 billion and the $1.82 billion threshold. The credit would approach $500,000 annually when the Fund’s assets were close to $2 billion and fall to zero at approximately $1.82 billion.
B-11
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 - $1,818,181,818.18 | X $500,000.00 |
| $181,818,181.82 |
| JNL/X. Xxxx Price Value Fund (10) | |
| 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, but are less than $2 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .250% |
| When assets exceed $2 billion, but are less than $3 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .245% |
| When assets exceed $3 billion, but are less than $4 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .240% |
| When assets exceed $4 billion, but are less than $5.5 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .230% |
| When assets exceed $5.5 billion, but are less than $7.5 million: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .225% |
B-12
| When assets exceed $7.5 billion: | |
| Average Daily Net Assets | Annual Rate |
| All Assets | .220% |
(10) 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 $1.364 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 |
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 $2 billion and the flat fee once assets reach $2 billion. The credit will apply at asset levels between approximately $1.96 billion and $2 billion.
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 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 $2 billion, when the flat 0.245% fee would be triggered, or (b) fall below a threshold of approximately $1.96 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 $1.96 billion, divided by the difference between $2 billion and the $1.96 billion threshold. The credit would approach $100,000 annually when the Fund’s assets were close to $2 billion and fall to zero at approximately $1.96 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 - $1,960,000,000 | X $100,000 |
| $40,000,000 |
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 $3 billion and the flat fee once assets reach $3 billion. The credit will apply at asset levels between approximately $2.94 billion and $3 billion.
To accommodate circumstances where the Fund’s assets fall beneath $3 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 0.245% 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 $3 billion, when the flat 0.240% fee would be triggered, or (b) fall below a threshold of approximately $2.94 billion, where the flat 0.245% fee would be fully re-applied.
B-13
The credit is determined by multiplying the difference between the flat 0.245% fee and the flat 0.240% fee by the difference between the current portfolio size for billing purposes and the $2.94 billion, divided by the difference between $3 billion and the $2.94 billion threshold. The credit would approach $150,000 annually when the Fund’s assets were close to $3 billion and fall to zero at approximately $2.94 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 - $2,938,775,510.20 | X $150,000 |
| $61,224,489.80 |
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 $3.83 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 0.240% 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 0.230% fee would be triggered, or (b) fall below a threshold of approximately $3.83 billion, where the flat 0.240% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.240% fee and the flat 0.230% fee by the difference between the current portfolio size for billing purposes and the $3.83 billion, divided by the difference between $4 billion and the $3.83 billion threshold. The credit would approach $400,000 annually when the Fund’s assets were close to $4 billion and fall to zero at approximately $3.83 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 - $3,833,333,333.33 | X $400,000 |
| $166,666,666.67 |
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 $5.5 billion and the flat fee once assets reach $5.5 billion. The credit will apply at asset levels between approximately $5.38 billion and $5.5 billion.
To accommodate circumstances where the Fund’s assets fall beneath $5.5 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 0.230% 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 $5.5 billion, when the flat 0.225% fee would be triggered, or (b) fall below a threshold of approximately $5.38 billion, where the flat 0.230% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.230% fee and the flat 0.225% fee by the difference between the current portfolio size for billing purposes and the $5.38 billion, divided by the difference between $5.5 billion and the $5.38 billion threshold. The credit would approach $275,000 annually when the Fund’s assets were close to $5.5 billion and fall to zero at approximately $5.38 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 - $5,380,434,782.61 | X $275,000 |
| $119,565,217.39 |
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 $7.5 billion and the flat fee once assets reach $7.5 billion. The credit will apply at asset levels between approximately $7.33 billion and $7.5 billion.
B-14
To accommodate circumstances where the Fund’s assets fall beneath $7.5 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 0.225% 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 $7.5 billion, when the flat 0.220% fee would be triggered, or (b) fall below a threshold of approximately $7.33 billion, where the flat 0.225% fee would be fully re-applied.
The credit is determined by multiplying the difference between the flat 0.225% fee and the flat 0.220% fee by the difference between the current portfolio size for billing purposes and the $7.33 billion, divided by the difference between $7.5 billion and the $7.33 billion threshold. The credit would approach $375,000 annually when the Fund’s assets were close to $7.5 billion and fall to zero at approximately $7.33 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 - $7,333,333,333.33 | X $375,000 |
| $166,666,666.67 |
B-15
