EX-99.28D3XXIX 15 exd35xxix_mellonsubam210426.htm AMENDMENT, EFFECTIVE APRIL 26, 2021, TO AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT Ex. 99.28(d)(35)(xxix)

Amendment to

 

Amended and Restated

 

Investment Sub-Advisory Agreement Between

 

Jackson National Asset Management, LLC

 

and Mellon Investments Corporation

 

 

 

This Amendment is made by and between Jackson National Asset Management, LLC, a Michigan limited liability company and registered investment adviser (the “Adviser”), and Mellon Investments Corporation, a Delaware corporation and registered investment adviser (the “Sub-Adviser”).

 

Whereas, the Adviser and Sub-Adviser (the “Parties”) entered into an Amended and Restated Investment Sub-Advisory Agreement, effective as of the 1st day of December, 2012, as amended (the “Agreement”), whereby the Adviser appointed the Sub-Adviser to provide certain sub-investment advisory services to certain investment portfolios (each a “Fund,” and collectively, the “Funds”) of JNL Series Trust (the “Trust”), as listed on Schedule A of the Agreement.

 

Whereas, pursuant to the Agreement, the Adviser agreed to pay the Sub-Adviser for the services provided and the expenses assumed by the Sub-Adviser a sub-advisory fee as set forth on Schedule B to the Agreement, and the Sub-Adviser agreed to accept such sub-advisory fee as full compensation under the Agreement for such services and expenses.

 

Whereas, the Parties have agreed to amend the Agreement to incorporate the following changes effective April 26, 2021, as approved by the Board of Trustees of the Trust:

 

1.      Fund Name Change:
     
- JNL/Mellon MSCI World Index Fund change to JNL/Mellon World Index Fund;
 
2.     New Funds (and corresponding fee schedules):
     
- JNL/Morningstar PitchBook Listed Private Equity Index Fund;

 

- JNL Bond Index Fund;

 

- JNL Emerging Markets Index Fund;

 

- JNL International Index Fund;

 

-
JNL Mid Cap Index Fund;
- JNL Small Cap Index Fund; and

3.      Sub-Adviser Appointments (and corresponding fee schedules):
 
- Appointment of Sub-Adviser to provide sub-investment advisory services to the JNL/Goldman Sachs 4 Fund, an existing fund of the Trust; and

 

- Appointment of Sub-Adviser to provide sub-investment advisory services to the JNL/Vanguard U.S. Stock Market Index Fund (which is being renamed the JNL/Mellon U.S. Stock Market Index Fund);

 
4.     Termination/Removal of the following Funds (and corresponding fee schedules):
 
- JNL/Goldman Sachs Competitive Advantage Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Goldman Sachs Competitive Advantage Fund);

 

 

1 
 

 

- JNL/Goldman Sachs Dividend Income & Growth Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Goldman Sachs Dividend Income & Growth Fund);

 

- JNL/Goldman Sachs International 5 Fund (which has been reorganized into the JNL/Mellon International Index Fund thereby terminating the Agreement with respect to the JNL/Goldman Sachs International 5 Fund);

 

- JNL/Goldman Sachs Intrinsic Value Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Goldman Sachs Intrinsic Value Fund);

 

- JNL/Goldman Sachs Total Yield Fund (which has been reorganized into the JNL/Vanguard U.S. Stock Market Index Fund thereby terminating the Agreement with respect to the JNL/Goldman Sachs Total Yield Fund);

 

- JNL/Mellon Bond Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Bond Index Fund thereby terminating the Agreement with respect to the JNL/Mellon Bond Index Fund);

 

- JNL/Mellon Emerging Markets Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Emerging Markets Index Fund thereby terminating the Agreement with respect to the JNL/Mellon Emerging Markets Index Fund);

 

- JNL/Mellon International Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL International Index Fund thereby terminating the Agreement with respect to the JNL/Mellon International Index Fund);

 

- JNL/Mellon S&P 400 MidCap Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Mid Cap Index Fund thereby terminating the Agreement with respect to the JNL/Mellon S&P 400 MidCap Index Fund);

 

- JNL/Mellon Small Cap Index Fund (which has been converted to feeder fund advised only by the Adviser and, as a result, its assets have been reorganized into the JNL Small Cap Index Fund thereby terminating the Agreement with respect to the JNL/Mellon Small Cap Index Fund);

 

- JNL/RAFI® Fundamental Asia Developed Fund (which has been reorganized into the JNL/Mellon International Index Fund thereby terminating the Agreement with respect to the JNL/RAFI® Fundamental Asia Developed Fund); and

 

- JNL/RAFI® Fundamental Europe Fund (which has been reorganized into the JNL/Mellon International Index Fund thereby terminating the Agreement with respect to the JNL/RAFI® Fundamental Europe Fund).

 

Now Therefore, in consideration of the mutual covenants herein contained, the Parties hereby agree to amend the Agreement as follows:

 

1) Schedule A to the Agreement is hereby deleted and replaced in its entirety with Schedule A dated April 26, 2021, attached hereto.

 

2) Schedule B to the Agreement is hereby deleted and replaced, in its entirety, with Schedule B dated April 26, 2021, attached hereto, to reflect the fee changes for the Funds outlined above.

 

3) Except as specifically amended hereby, the Agreement shall remain in full force and effect, in accordance with its terms.

 

4) Each of the Parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment.

 

 

2 
 

 

5) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

 

 

In Witness Whereof, the Parties have caused this Amendment to be executed, effective April 26, 2021.

 

Jackson National Asset Management, LLC Mellon Investments Corporation
           
By: /s/ Emily J. Bennett   By: /s/ Michael Germano  
Name: Emily J. Bennett   Name: Michael Germano  

 

Title:

 Assistant Vice President and Associate General Counsel  

 

Title:

 

Chief Operating Officer

  

 

 

3 
 

 

Schedule A

dated April 26, 2021

 

 

 

 

Funds

 

 

JNL iShares Tactical Growth Fund

 

 

JNL iShares Tactical Moderate Fund

 

 

JNL iShares Tactical Moderate Growth Fund

 

 

JNL S&P 500 Index Fund

 

 

JNL/Goldman Sachs 4 Fund

 

 

JNL/Mellon Communication Services Sector Fund

 

 

JNL/Mellon Consumer Discretionary Sector Fund

 

 

JNL/Mellon Consumer Staples Sector Fund

 

 

JNL/Mellon DowSM Index Fund

 

 

JNL/Mellon Energy Sector Fund

 

 

JNL/Mellon Equity Income Fund

 

 

JNL/Mellon Financial Sector Fund

 

 

JNL/Mellon Healthcare Sector Fund

 

 

JNL/Mellon Industrials Sector Fund

 

 

JNL/Mellon Information Technology Sector Fund

 

 

JNL/Mellon Materials Sector Fund

 

 

JNL/Mellon MSCI KLD 400 Social Index Fund

 

 

JNL/Mellon Nasdaq® 100 Index Fund

 

 

JNL/Mellon Real Estate Sector Fund

 

 

JNL/Mellon S&P 500 Index Fund

 

 

JNL/Mellon U.S. Stock Market Index Fund

 

 

JNL/Mellon Utilities Sector Fund

 

 

JNL/Mellon World Index Fund

 

 

JNL/Morningstar PitchBook Listed Private Equity Index Fund

 

 

JNL/Morningstar Wide Moat Index Fund

 

 

JNL/RAFI® Fundamental U.S. Small Cap Fund

 

 

 

JNL/RAFI® Multi-Factor U.S. Equity Fund

 

 

 

JNL/Vanguard Growth ETF Allocation Fund

 

 

JNL/Vanguard Moderate ETF Allocation Fund

 

 

JNL/Vanguard Moderate Growth ETF Allocation Fund

 

 

JNL Bond Index Fund

 

 

JNL Emerging Markets Index Fund

 

 

JNL International Index Fund

 

 

JNL Mid Cap Index Fund

 

 

JNL Small Cap Index Fund

 

 

 

  A-1  
 

 

 


Schedule B

dated April 26, 2021

(Compensation)

 

 

 

JNL iShares Tactical Growth Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL iShares Tactical Moderate Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL iShares Tactical Moderate Growth Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL S&P 500 Index Fund

 
 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $3 billion

 

 

0.010%

 

Over $3 billion

 

 

0.005%

 
   

 

 

JNL/Goldman Sachs 4 Fund

 
 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

Over $500 million

 

 

0.015%
   

 

 

  B-1  
 

 

 

JNL/Mellon Communication Services Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 
     

 

 

JNL/Mellon Consumer Discretionary Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 
     

 

 

JNL/Mellon Consumer Staples Sector Fund

 
Assets up to $1.5 billion:  

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 
       

 

 

JNL/Mellon DowSM Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 
     

 

 

  B-2  
 

 

 

JNL/Mellon Energy Sector Fund

 
Assets up to $1.5 billion:

Average Daily Net Assets

Annual Rate

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 

 

 

JNL/Mellon Equity Income Fund

 
 
Average Daily Net Assets
 Annual Rate
$0 to $100 Million
 0.25%
$100 Million to $200 Million
 0.20%
Over $200 Million
 0.15%
 

 

 

JNL/Mellon Financial Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 
     

 

 

JNL/Mellon Healthcare Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 
     

 

 

  B-3  
 

 

 

JNL/Mellon Industrials Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
   

 

 

JNL/Mellon Information Technology Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 

 

 

JNL/Mellon Materials Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
   

 

 

JNL/Mellon MSCI KLD 400 Social Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
   

 

 

  B-4  
 

 

 

JNL/Mellon Nasdaq® 100 Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 

 

 

JNL/Mellon Real Estate Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL/Mellon S&P 500 Index Fund

 
 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $3 billion

 

 

0.010%

 

Over $3 billion

 

 0.005%
   

 

 

JNL/Mellon U.S. Stock Market Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

  B-5  
 

 

 

JNL/Mellon Utilities Sector Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL/Mellon World Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%

 

 

 

JNL/Morningstar PitchBook Listed Private Equity Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
   

 

 

JNL/Morningstar Wide Moat Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

  B-6  
 

 

 

JNL/RAFI® Fundamental U.S. Small Cap Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL/RAFI® Multi-Factor U.S. Equity Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 
     

 

 

JNL/Vanguard Growth ETF Allocation Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL/Vanguard Moderate ETF Allocation Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

  B-7  
 

 

 

JNL/Vanguard Moderate Growth ETF Allocation Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL Bond Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
 

 

 

JNL Emerging Markets Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
   

 

 

JNL International Index Fund

 
Assets up to $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $500 million

 

 

0.030%

 

$500 million to $1.5 billion

 

 

0.015%
Assets over $1.5 billion:

 

Average Daily Net Assets

 

 

Annual Rate

 

 

All assets

 

 

0.010%
   

 

 

JNL Mid Cap Index Fund

 
 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $3 billion

 

 

0.010%

 

Over $3 billion

 

 0.005%

 

 

  B-8  
 

 

   

 

 

JNL Small Cap Index Fund

 
 

 

Average Daily Net Assets

 

 

Annual Rate

 

 

$0 to $3 billion

 

 

0.010%

Over $3 billion

 

 0.005%
   

 

 

 

  B-9