AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
AND
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
This AMENDMENT is made by and between ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT,
LLC, a Michigan limited liability company and registered investment adviser
("Adviser"), and ▇. ▇▇▇▇ PRICE ASSOCIATES, INC., a Maryland corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement dated as of January 31, 2001 ("Agreement"), whereby the
Adviser appointed the Sub-Adviser to provide certain sub-investment advisory
services to certain investment portfolios of JNL Series Trust.
WHEREAS, pursuant to the Agreement, the Adviser agreed to pay the
Sub-Adviser for the services provided and the expenses assumed by the
Sub-Adviser sub-advisory fees as set forth on Schedule B to the Agreement, and
the Sub-Adviser agreed to accept such sub-advisory fees as full compensation
under the Agreement for such services and expenses.
WHEREAS, the Adviser and Sub-Adviser have agreed to a fee reduction for the
JNL/▇. ▇▇▇▇ Price Short-Term Bond Fund.
WHEREAS, in order to reflect this fee reduction, Schedule B to the
Agreement must be amended.
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 May 24, 2011, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of June 10, 2011, effective as of May 24, 2011.
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC ▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
Title: President and CEO Title: Vice President
SCHEDULE B
DATED MAY 24, 2011
(Compensation)
JNL/▇. ▇▇▇▇ Price Established Growth Fund (1)
JNL/▇. ▇▇▇▇ Price Value Fund (1)
AVERAGE DAILY NET ASSETS ANNUAL RATE
Assets up to $1 billion:
$0 to $250 million 0.40%
$250 to $500 million 0.375%
$500 million to $1 billion 0.35%
When assets exceed $1 billion:
On the first $1 billion 0.35%
Amounts over $1 billion 0.325%
(1) For both the JNL/▇. ▇▇▇▇ Price Established Growth Fund and the JNL/▇.
▇▇▇▇ Price Value Fund, the Sub-Adviser will provide the Adviser a
transitional credit to eliminate any discontinuity between the tiered fee
schedule and the flat fee once assets exceed $1 billion. The credit will
apply at asset levels between approximately $946 million and $1 billion.
To accommodate circumstances where a Fund's assets fall beneath $1 billion
and to prevent a decline in a Fund's assets from causing an increase in the
absolute dollar fee, the Sub-Adviser will provide a transitional credit to
cushion the impact of reverting to the original tiered fee schedule. The
credit will be applied against the fees assessed under the existing fee
schedule and will have the effect of reducing the dollar fee until assets
either (a) exceed $1 billion, when the flat fee would be triggered, or (b)
fall below a threshold of approximately $946 million, where the tiered fee
schedule would be fully re-applied.
The credit is determined by prorating the difference between the tiered fee
schedule and the flat fee schedule over the difference between $1 billion
and the current portfolio size for billing purposes. The credit would
approach $187,500 annually when a Fund's assets were close to $1 billion
and fall to zero at approximately $946 million.
The transitional credit is determined as follows:
Average Daily Fund Assets - $946,428,571 x $187,500
$53,571,428
JNL/▇. ▇▇▇▇ Price Mid-Cap Growth Fund (2)
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $20 million 0.60%
$20 to $50 million 0.50%
$50 to $200 million 0.50%
Amounts over $200 Million 0.50% (3)
(2) Fees will be paid based on assets invested in the actively managed
portion of the Fund managed by ▇. ▇▇▇▇ Price, not including assets from the
mid-cap growth index strategy portion of the Fund managed by Mellon Capital
Management Corporation.
(3) When net assets exceed $200 million, the annual rate asterisked is
applicable to all the amounts in the JNL/▇. ▇▇▇▇ Price Mid-Cap Growth Fund.
JNL/▇. ▇▇▇▇ Price Short-Term Bond Fund
AVERAGE DAILY NET ASSETS: ANNUAL RATE
Less than $100 million:
$0 to $50 million 0.30%
Amounts over $50 million 0.25%
Greater or equal to $100 million, but less than $1.5 billion:
$0 to $100 million 0.20% (4)
$100 to $250 million 0.175%
$250 to $500 million 0.125%
Amounts over $500 Million 0.10%
Greater or equal to $1.5 billion:
All assets 0.10% (5)
(4) For net assets less than $100 million, the Sub-Adviser fees will be .30% on
net assets up to $50 million and 0.25% on net assets greater than $50 million.
The Sub-Adviser fee will reset to .20% on net assets from $0 to $100 million,
once assets reach $100 million. The Sub-Adviser will provide the Adviser a
transitional fee credit to eliminate any discontinuity between the tiered fee
schedule and the fee schedule that takes effect once assets exceed $100 million.
The credit will apply at an asset range between approximately $70 million and
$100 million. The transitional credit will only apply when asset levels decrease
due to market depreciation and not when asset levels decrease due to redemption
activity.
(5) For net assets greater or equal to $1.5 billion, the Sub-Adviser fees
will be .10% on all net assets.
