AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective as of the 31st day of January 2001, and
Amended and Restated effective as of the 1st day of December, 2012, 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, Adviser is the investment manager for the JNL Series Trust (the
"Trust"), an open-end management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolios of the Trust
listed on Schedule A hereto (each a "Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Funds for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointments
and agrees to furnish the services herein set forth for the compensation
herein provided.
2. DELIVERY OF DOCUMENTS. Adviser has or will furnish Sub-Adviser with copies
properly certified or authenticated of each of the following:
a) the Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on June 1,
1994, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Declaration of
Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;
d) the Trust's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission (the "SEC")
and all amendments thereto;
e) the Trust's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended ("1933 Act") and under the 1940 Act as filed
with the SEC and all amendments thereto insofar as such Registration
Statement and such amendments relate to the Funds; and
f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus").
Adviser will promptly furnish the Sub-Adviser from time to time with
copies of all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of the Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment program
in respect of, and make investment decisions for, all assets of the Funds
and place all orders for the purchase and sale of securities, including
foreign or domestic securities, and other property (including, without
limitation, exchange traded funds, financial futures, options of any type,
commodities and commodity related notes and derivatives, swaps and
forwards and other derivative instruments), all on behalf of the Funds as
the Sub-Adviser shall determine in accordance with each Fund's investment
restrictions, objectives and policies set forth in the applicable
Prospectus delivered by the Adviser to the Sub-Adviser. In the performance
of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund
(as set forth below), and will monitor the Funds' investments, and will
comply with the provisions of Trust's Declaration of Trust and By-Laws, as
amended from time to time, the Trust's Registration Statement, as amended
and filed with the SEC, and the stated investment objectives, policies and
restrictions of the Funds. Sub-Adviser and Adviser will each make its
officers and employees available to the other from time to time at
reasonable times to review the investment policies of the Funds and to
consult with each other regarding the investment affairs of the Funds.
Sub-Adviser will report from time to time as reasonably requested to the
Board of Trustees and to Adviser with respect to the implementation of
such program. Sub-Adviser is responsible for compliance with the
provisions of Section 817(h) of the Internal Revenue Code of 1986, as
amended, applicable to the Funds based on the Subadviser's internal books
and records.
In furtherance of this duty, the Sub-Adviser, on behalf of the Fund, is
authorized, in its discretion and without prior consultation with the Fund
or the Adviser, to:
a) buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds, and other securities or assets; and
b) directly or through the trading desk of ▇. ▇▇▇▇ Price Associates,
Inc., and ▇. ▇▇▇▇ Price International, Inc. place orders and
negotiate the commissions (if any) for the execution of transactions
in securities or other assets with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser may select.
Sub-Adviser will report to the Board of Trustees and to Adviser with
respect to the implementation of such program.
Additionally, Sub-Adviser is authorized on behalf of the Funds to: (a)
enter into, terminate or settle agreements and transactions and execute
any documents (e.g., any derivatives documentation for exchange traded and
over-the-counter derivatives, as applicable) in connection with its
services provided hereunder which shall include any market and/or industry
standard documentation and the standard representations contained therein,
including, without limitation, the pre-printed form 1992 and/or 2002 ISDA
Master Agreement (the "ISDA Form") and the related Schedules, Credit
Support Annexes and
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PAGE 2 OF 8
Confirmations (collectively, the "ISDA Master Agreement") and the Master
Securities Forward Transaction Agreement (the "MSFTA") and the related
Schedules, Annexes and Confirmations (collectively, the "MSFTA Master
Agreement") and (b) acknowledge the receipt of brokers' risk disclosure
statements, electronic trading disclosure statements and similar
disclosures. The Sub-Adviser is authorized to act as agent for each Fund
to negotiate, execute and deliver futures give-up agreements with brokers
or dealers. In performing these services, Sub-Adviser shall be entitled to
rely upon the Fund's quarterly certification which Adviser will provide to
the Sub-Adviser on or before June 13, 2012 and promptly after each
calendar quarter, a form of which is attached hereto as Schedule C. The
Sub-Adviser is authorized to act as agent for the Funds pursuant to any
collateral control agreement the Adviser has established on behalf of the
Funds in connection with an ISDA Master Agreement or MSFTA Master
Agreement. The Adviser acknowledges and understands that the Funds will be
bound by any such trading accounts established, and agreements and other
documentation executed, by the Sub-Adviser for such investment purposes.
The Sub-Adviser is not required to execute foreign currency trades through
the Custodian but may, in its sole discretion and in accordance with its
fiduciary duty, select the custodian or counterparties for the execution
of foreign currency transactions.
The Sub-Adviser further agrees that it:
a) will use the same skill and care in providing such services as it
uses in providing services to other fiduciary accounts for which it
has investment responsibilities;
b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects and in
addition will conduct its activities under this Agreement in
accordance with any applicable regulations of any governmental
authority pertaining to its investment advisory activities;
c) will, in placing orders with broker/dealers for the purchase or sale
of portfolio securities, attempt to obtain quality execution at
favorable security prices; provided that, on behalf of the Fund, the
Sub-Adviser may, in its discretion, agree to pay a broker/dealer
that furnishes brokerage or research services as such services are
defined under Section 28(e) of the Securities Exchange Act of 1934,
as amended ("1934 Act"), a higher commission than that which might
have been charged by another broker/dealer for effecting the same
transactions, if the Sub-Adviser determines in good faith that such
commission is reasonable in relation to the brokerage and research
services provided by the broker/dealer, viewed in terms of either
that particular transaction or the overall responsibilities of the
Sub-Adviser with respect to the accounts as to which it exercises
investment discretion (as such term is defined under Section
3(a)(35) of the 1934 Act). In no instance will portfolio securities
be purchased from or sold to the Sub-Adviser, or any affiliated
person thereof, except in accordance with the federal securities
laws and rules and regulations thereunder;
d) may, on occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Fund as well as other
clients of the Sub-Adviser, to the extent permitted by applicable
laws and regulations may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to
obtain a more favorable price or lower brokerage commissions and
efficient execution. In
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PAGE 3 OF 8
such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by
the Sub-Adviser in the manner the Sub-Adviser considers to be the
most equitable and consistent with its fiduciary obligations to the
Fund and to its fiduciary obligations to the Fund and to its other
clients;
e) will report regularly to Adviser and to the Board of Trustees and
will make appropriate persons available for the purpose of reviewing
with representatives of Adviser and the Board of Trustees on a
regular basis at reasonable times the management of the Funds,
including, without limitation, review of the general investment
strategies of the Funds, the performance of the Funds in relation to
standard industry indices, interest rate considerations and general
conditions affecting the marketplace and will provide various other
reports from time to time as mutually agreed upon by both parties;
f) will prepare and maintain such books and records with respect to the
Funds' securities transactions and will furnish Adviser and Trust's
Board of Trustees such periodic and special reports as mutually
agreed upon by both parties;
g) will treat confidentially and as proprietary information of Trust
all such records and other information relative to Trust maintained
by the Sub-Adviser, and will not use such records and information
for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in
writing by Trust, which approval shall not be unreasonably withheld
and may not be withheld where the Sub-Adviser may be exposed to
civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, or when so requested by Trust;
h) will receive the research and recommendations of Adviser with
respect to the investment and reinvestment of the assets of the
Funds; and
i) will, provided custodian promptly forwards proxies to Sub-Adviser,
vote proxies received in connection with securities held by the
Funds consistent with its fiduciary duties hereunder.
The Adviser and the Sub-Adviser each further agree that:
a) Sub-Adviser and Adviser shall comply with all requirements of the
applicable Commodity Exchange Act, as amended ("CEA") and
then-current CFTC regulations that apply to Sub-Adviser with regard
to the Funds; and
b) Sub-Adviser and Adviser shall cooperate by assisting in fulfilling
any disclosure or reporting requirements applicable to the Fund
under the CEA and/or then-current CFTC regulations.
4. EXPENSES. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage
commission, if any) purchased for the Funds.
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PAGE 4 OF 8
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees
to surrender promptly to the Trust any of such records upon the Trust's
request. Sub-Adviser further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be maintained by
Rule 31a-1 under the 1940 Act.
6. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, Adviser will pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto.
From time to time, the Sub-Adviser may agree to waive or reduce some or
all of the compensation to which it is entitled under this Agreement.
7. SERVICES TO OTHERS. Adviser understands, and has advised the Trust's Board
of Trustees, that Sub-Adviser now acts, or may, in the future act, as an
investment adviser to fiduciary and other managed accounts, and as
investment adviser or sub-investment adviser to other investment
companies. Adviser has no objection to Sub-Adviser acting in such
capacitates, provided that whenever the Funds and one or more other
investment advisory clients of Sub-Adviser has available funds for
investment, investments suitable and appropriate for each will be
allocated in a manner believed by Sub-Adviser to be equitable to each.
Adviser recognizes, and has advised Trust's Board of Trustees, that in
some cases this procedure may adversely affect the size of the position
that the participating Fund(s) may obtain in a particular security. In
addition, Adviser understands, and has advised Trust's Board of Trustees,
that the persons employed by Sub-Adviser's duties under this Agreement
will not devote their full time to such service and nothing contained in
this Agreement will be deemed to limit or restrict the right of
Sub-Adviser or any of its affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
8. LIMITATION OF LIABILITY. Neither Sub-Adviser or any of its officers,
directors, or employees shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
performance of Sub-Adviser's duties under this Agreement, including any
error of judgment or mistake of law or for any loss suffered by the Trust
or Fund, any error of fact or mistake of law contained in any report or
data provided by the Sub-Adviser; acting on any instructions from the
Adviser or reliance on any research or other materials provided by the
Adviser, except for a loss resulting from Sub-Adviser's willful
misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
9. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify the
other against any loss or liability to such other party arising out of any
action on the part of the indemnifying party which constitutes willful
misfeasance, bad faith or gross negligence.
10. DURATION AND TERMINATION. This Agreement will become effective upon
execution and, unless sooner terminated as provided herein, will continue
in effect for two years from such date.
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PAGE 5 OF 8
Thereafter, if not terminated as to a Fund, this Agreement will continue
in effect as to a Fund for successive periods of 12 months, provided that
such continuation is specifically approved at least annually by the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of such Fund. Notwithstanding the foregoing, this
Agreement may be terminated as to the Fund at any time, without the
payment of any penalty, on sixty days' written notice by the Trust or by
Adviser or on ninety days' written notice by the Sub-Adviser. This
Agreement will immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities", "interested persons" and "assignment" have the same meaning
of such terms in the 1940 Act.)
11. ACKNOWLEDGEMENTS OF ADVISER.
a) If, in the future, the Sub-Adviser is registered as a Commodity
Trading Advisor under the CEA, the Adviser consents to the
Sub-Adviser's compliance with the alternative disclosure and
recordkeeping standards available to exempt accounts under CFTC Rule
4.7 with respect to a Fund's trading in commodity interests,
provided that the Sub-Adviser has duly filed a notice of claim for
such relief pursuant to Rule 4.7(d). The Adviser will take
reasonable steps to cooperate with the Sub-Adviser in connection
with establishing and maintaining such exemption under Rule 4.7,
including, upon request, confirming whether a Fund is a "qualified
eligible person" as defined in Rule 4.7.
b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser
will furnish the Sub-Adviser with a copy of the notice of
eligibility filed pursuant to Rule 4.5 (c) with respect to such
exclusion, or, if more recent, the most recent annual notice
affirming the basis of such eligibility that has been filed pursuant
to Rule 4.5(c)(5). If the Adviser intends to register as a Commodity
Trading Advisor or Commodity Pool Operator, Adviser will provide
Sub-Adviser with reasonable, advance, written notice.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
13. NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address
as such other party may designate for the receipt of such notice.
14. MISCELLANEOUS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
The name "JNL Series Trust" and "Trustees of JNL Series Trust" refer
respectively to the Trust created by, and the Trustees, as trustees but
not individually or personally, acting from time to time under the
Declaration of Trust, to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so
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PAGE 6 OF 8
filed or hereafter filed. The obligations of the "JNL Series Trust"
entered in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually but only in such
capacities and are not binding upon any of the Trustees, Shareholders or
representatives of Trust personally, but bind only the assets of Trust,
and persons dealing with the Fund must look solely to the assets of Trust
belonging to such Fund for the enforcement of any claims against Trust.
15. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.
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PAGE 7 OF 8
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 14th day of December, 2012, effective
December 1, 2012.
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Title: President and CEO
------------------------------------
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇
----------------------------------
Title: Vice President
------------------------------------
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PAGE 8 OF 8
SCHEDULE A
DATED DECEMBER 1, 2012
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FUNDS
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JNL/▇. ▇▇▇▇ Price Established Growth Fund
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JNL/▇. ▇▇▇▇ Price Mid-Cap Growth Fund
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JNL/▇. ▇▇▇▇ Price Value Fund
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JNL/▇. ▇▇▇▇ Price Short-Term Bond Fund
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A-1
SCHEDULE B
DATED DECEMBER 1, 2012
(Compensation)
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JNL/▇. ▇▇▇▇ PRICE ESTABLISHED GROWTH FUND(1)
--------------------------------------------------------------------------------
ASSETS UP TO $1 BILLION:
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AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $250 million 0.40%
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$250 to $500 million 0.375%
--------------------------------------------------------------------------------
$500 million to $1 billion 0.35%
--------------------------------------------------------------------------------
WHEN ASSETS EXCEED $1 BILLION:
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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On the first $1 billion 0.35%
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Amounts over $1 billion 0.325%
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(1) For the JNL/▇. ▇▇▇▇ 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 $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 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 $946 million threshold, divided by
the difference between $1 billion and the $946 million threshold. 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 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 - $946,428,571
---------------------------------------------------------- x $187,500
$53,571,428 --------
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B-1
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JNL/▇. ▇▇▇▇ PRICE VALUE FUND(2)
--------------------------------------------------------------------------------
ASSETS UP TO $100 MILLION:
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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$0 to $50 million 0.50%
--------------------------------------------------------------------------------
$50 million to $100 million 0.45%
--------------------------------------------------------------------------------
WHEN ASSETS EXCEED $100 MILLION, BUT ARE LESS THAN $200 MILLION
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
All Assets 0.40%
--------------------------------------------------------------------------------
WHEN ASSETS EXCEED $200 MILLION, BUT ARE LESS THAN $500 MILLION
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
All Assets 0.35%
--------------------------------------------------------------------------------
WHEN ASSETS EXCEED $500 MILLION, BUT ARE LESS THAN $1 BILLION
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $500 million 0.325%
--------------------------------------------------------------------------------
$500 million to $1 billion 0.30%
--------------------------------------------------------------------------------
WHEN ASSETS EXCEED $1 BILLION
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
All Assets 0.30%
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(2) For 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 reach $1 billion. The credit will
apply at asset levels between approximately $958.3 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 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 $958.3 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 $958.3 million threshold, divided by
the difference between $1 billion and the $958.3 million threshold. The credit
would approach $125,000 annually when the Fund's assets were close to $1 billion
and fall to zero at approximately $958.3 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 - $958,333,333
---------------------------------------------------------- x $125,000
$41,666,667
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B-2
--------------------------------------------------------------------------------
JNL/▇. ▇▇▇▇ PRICE MID-CAP GROWTH FUND(3)
--------------------------------------------------------------------------------
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%(4)
--------------------------------------------------------------------------------
(3) 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.
(4) 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
--------------------------------------------------------------------------------
LESS THAN $100 MILLION:
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $50 million 0.30%
--------------------------------------------------------------------------------
Amounts over $50 million 0.25%
--------------------------------------------------------------------------------
ASSETS UP TO $1.5 BILLION:
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
$0 to $100 million 0.20%(5)
--------------------------------------------------------------------------------
$100 to $250 million 0.175%
--------------------------------------------------------------------------------
$250 to $500 million 0.125%
--------------------------------------------------------------------------------
Amounts over $500 Million 0.10%
--------------------------------------------------------------------------------
WHEN ASSETS EXCEED $1.5 BILLION:
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
All assets 0.10%(6)
--------------------------------------------------------------------------------
(5) 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 $70 million and $100 million.
(6) For net assets greater or equal to $1.5 billion, the Sub-Adviser fees will
be .10% on all net assets. 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 $1.5 billion. The credit will apply
at asset levels between $1.225 billion and $1.5 billion.
To accommodate circumstances where a Fund's assets fall beneath $1.5 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
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B-3
dollar fee until assets either (a) exceed $1.5 billion, when the flat fee would
be triggered, or (b) fall below a threshold of $1.225 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 0.10% fee schedule by the difference between the current
portfolio size for billing purposes and the $1.225 billon threshold, divided by
the difference between $1.5 billion and the $1.225 billion threshold. The credit
would approach $275,000 annually when a Fund's assets were close to $1.5 billion
and fall to zero at $1.225 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 - $1.225 billion
------------------------------------------------------------ x $275,000
$275 million
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B-4
SCHEDULE C
DATED JUNE 13, 2012
QUARTERLY CERTIFICATE OF ▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
The undersigned, ▇▇▇▇▇▇▇ National Asset Management (the "Adviser"), in its role
as the investment adviser for the JNL Series Trust (the "Trust"), is providing
this certification to ▇. ▇▇▇▇ Price Associates, Inc. (the "Sub-Adviser"), acting
as a sub-adviser to certain investment portfolios of the Trust (each, a "Fund"
and collectively, the "Funds") pursuant to the Investment Sub-Advisory Agreement
dated January 31, 2001 between the Adviser, the Sub-Adviser and the Trust, as
amended from time to time (the "Sub-Advisory Agreement") and acknowledges that
the Sub-Adviser is entitled to rely upon it. Any capitalized term not defined
herein or in the Sub-Advisory Agreement shall have the meaning ascribed to it in
the ISDA Master Agreement and/or the MSFTA Master Agreement, as applicable.
The Adviser certifies and confirms that each of the representations and
warranties set forth below is true and correct as of the date noted below.
1. No action has been taken by the SEC or state securities regulators
to suspend or revoke any Fund's registration or which could result
in the issuance of a stop order with respect to the applicable
Registration Statement, and, no investigation or proceeding has been
commenced by any regulatory authority that is reasonably likely to
materially adversely affect such Fund's ability to perform its
obligations under the ISDA Master Agreement, MSFTA Master Agreement
or any Transaction under such agreements.
2. No actions have been taken or proposed by anyone (including any
Fund's shareholders) to submit to a Fund's shareholders any change
to (i) such Fund's classification under ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇,
(▇▇) such Fund's Investment Guidelines or governing documents
regarding the use of derivatives or (iii) any matter requiring the
vote of such Fund's shareholders under Section 13 of the 1940 Act,
in each case, which could reasonably be expected to materially
adversely affect any ISDA Master Agreement, MSFTA Master Agreement
or any Transaction under such agreements.
Certification as of June 13, 2012
▇▇▇▇▇▇▇ National Asset Management, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
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