AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
--------------------------------------------------------------------------------
This AMENDED AND RESTATED AGREEMENT is effective as of the 1st day of
December, 2012, by and between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a
Michigan limited liability company and registered investment adviser
("Adviser"), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited
liability company and registered investment adviser ("Sub-Adviser").
WHEREAS, the Adviser and Sub-Adviser wish to amend and restate the
Investment Sub-Advisory Agreement dated January 1, 2001 by and between the
Adviser and 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");
WHEREAS, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations; and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the series of the Trust listed on
Schedule A hereto (each a "Fund" and collectively, "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 Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth for the compensation
herein provided.
In the event the Adviser designates one or more series other than the Fund
with respect to which the Adviser wishes to retain the Sub-Adviser to
render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such series
shall become a Fund hereunder, and be subject to this Agreement.
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 Fund; and
f) the Trust's most recent prospectus and Statement of Additional
Information (collectively called the "Prospectus").
Adviser will 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 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 Fund and place
all orders for the purchase and sale of securities, all on behalf of the
Fund. In the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund (as set forth below), and will monitor the
Fund's investments, and will comply with the provisions of Trust's
Declaration of Trust and By-Laws, as amended from time to time, and the
stated investment objectives, policies and restrictions of the Fund.
Sub-Adviser and Adviser will each make its officers and employees
available to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other regarding
the investment affairs of the Fund. Sub-Adviser will report 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 Fund. Sub-Adviser is authorized on behalf of the Fund to
enter into agreement and execute any documents required to make
investments pursuant to the Prospectus, as such Prospectus maybe amended
from time to time.
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 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 place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer,
including an affiliated broker-dealer which is a member of a
national securities exchange as permitted in
--------------------------------------------------------------------------------
PAGE 2 OF 10
accordance with guidelines established by the Board of Trustees. In
placing orders with brokers and dealers, the Sub-Adviser will
attempt to obtain the best combination of prompt execution of orders
in an effective manner and at the most favorable price. Consistent
with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the Sub-Adviser with research advice
and other services. In no instance will portfolio securities be
purchased from or sold to the Adviser, Sub-Adviser or any affiliated
person of either the Trust, Adviser, or Sub-Adviser, except as may
be permitted under the 1940 Act;
d) 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 Fund,
including, without limitation, review of the general investment
strategies of the Fund, the performance of the Fund 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 reasonably requested by Adviser;
e) will prepare and maintain such books and records with respect to the
Fund's securities transactions and will furnish Adviser and Trust's
Board of Trustees such periodic and special reports as the Board or
Adviser may request;
f) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder;
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 vote proxies received in connection with securities held by the
Fund consistent with its fiduciary duties hereunder; and
i) Notwithstanding any other provision to the contrary, the Sub-Adviser
shall have no obligation to perform the following services or to
have employees of the Sub-Adviser perform the following roles, as
applicable: (a) shareholder services or support functions, such as
responding to shareholders' questions about the Funds or its
investments or strategies; (b) providing legal advice to the Funds;
(c) providing employees of the Sub-Adviser to serve as officers of
the Funds; or (d) providing employees of the Sub-Adviser to serve as
the Funds' Chief Compliance Officer and associated staff.
--------------------------------------------------------------------------------
PAGE 3 OF 10
The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific
disclosure, or as applicable to it (iii) filing of reports and other
documents, each shall comply with such requirements;
b) Sub-Adviser shall comply with all requirements of the applicable CEA
and then-current CFTC regulations that apply to Sub-Adviser with
regard to the Fund; and
c) Upon reasonable request from Adviser, Sub-Adviser shall cooperate by
assisting Adviser in fulfilling disclosure or reporting requirements
applicable to the Fund under the CEA and/or then-current CFTC
regulations pertaining to services provided and records produced by
Sub-Adviser for the Fund.
4. AGGREGATION OF ORDERS. Provided the investment objectives of the Fund are
adhered to, the Adviser agrees that the Sub-Adviser may aggregate sales
and purchase orders of securities held in the Fund with similar orders
being made simultaneously for other accounts managed by the Sub-Adviser or
with accounts of the affiliates of the Sub-Adviser, if in the
Sub-Adviser's reasonable judgment such aggregation shall result in an
overall economic benefit to the Fund, taking into consideration the
advantageous selling or purchase price, brokerage commission and other
expenses. The Adviser acknowledges that the determination of such economic
benefit to the Fund by the Sub-Adviser is subjective and represents the
Sub-Adviser's evaluation that the Fund is benefited by relatively better
purchase or sales prices, lower commission expenses and beneficial timing
of transactions or a combination of these and other factors.
5. FUTURES AND OPTIONS. Provided the investment objectives of the Fund are
adhered to, the Sub-Adviser's investment authority shall include the
authority to purchase, sell, cover open positions, and generally to deal
in financial futures contracts and options thereon.
The Adviser will (i) open and maintain brokerage accounts for financial
futures and options (such accounts hereinafter referred to as "brokerage
accounts") on behalf of and in the name of the Fund and (ii) execute for
and on behalf of the Fund, standard customer agreements with a broker or
brokers. The Sub-Adviser may, using such of the securities and other
property in the Fund as the Sub-Adviser deems necessary or desirable,
direct the Adviser to deposit on behalf of the Fund, original and
maintenance brokerage deposits and otherwise direct payments of cash, cash
equivalents and securities and other property into such brokerage accounts
and to such brokers as the Sub-Adviser deems desirable or appropriate.
Upon the solicitation of the Adviser, the Sub-Adviser delivered to the
Adviser a copy of its Disclosure Document, as amended, dated June 15,
2000, on file with the Commodity Futures Trading Commission. The Adviser
hereby acknowledges receipt of such copy.
6. 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 Fund.
--------------------------------------------------------------------------------
PAGE 4 OF 10
7. 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.
8. 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 on the average daily net assets in the
Fund or Funds in accordance with Schedule B hereto. The Adviser agrees to
pay a sub-advisory fee on any capital contributed by Xxxxxxx National Life
Insurance Company. 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.
The Sub-Adviser represents and warrants that in no event shall the
Sub-Adviser provide similar investment advisory services to any client
comparable in size to the Fund being managed under this Agreement at a
composite rate of compensation less than that provided for herein.
9. 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
capacities, provided that whenever the Fund and one or more other
investment advisory clients of Sub-Adviser have available funds for
investment, investments selected 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
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 to assist in 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.
10. STANDARD OF CARE AND LIMITATION OF LIABILITY. The Sub-Adviser shall
exercise its good judgment and shall act in good faith in rendering the
services pursuant to this Agreement.
Sub-Adviser, its officers, directors, employees, agents or affiliates will
not be subject to any liability to the Adviser or the Fund or their
directors, officers, employees, agents or affiliates 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, 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.
--------------------------------------------------------------------------------
PAGE 5 OF 10
11. INDEMNIFICATION. Notwithstanding Section 10 of this Agreement, the
Sub-Adviser agrees to indemnify and hold harmless the Adviser, any
affiliated person of the Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Adviser (all of such persons being referred to as "Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities, or
litigation (including reasonable legal and other expenses) to which an
Adviser Indemnified Person may become subject under the 1933 Act, 1940
Act, the Investment Advisers Act of 1940, the Internal Revenue Code, under
any other statute, at common law or otherwise, arising out of the
Sub-Adviser's responsibilities as Sub-Adviser to the Fund and to the Trust
which is based upon the willful misfeasance, bad faith or gross negligence
or breach of this Agreement by Sub-Adviser or its agents, or may be based
upon any untrue statement of a material fact provided in writing by the
Sub-Adviser specifically for inclusion in the Prospectus, or any amendment
or supplement thereto, or the omission to state therein a material fact
known or which should have been known to the Sub-Adviser and was required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that in no case shall the indemnity in
favor of an Adviser Indemnified Person be deemed to protect such person
against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence in the
performance of its duties, or by reason of its breach of this Agreement.
12. DURATION AND TERMINATION. This Agreement will become effective as to a
Fund upon execution or, if later, on the date that initial capital for
such Fund is first provided to it and, unless sooner terminated as
provided herein, will continue in effect until June 30, 2002. 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, and in either event approved also by a majority
of the Trustees of the Trust who are not interested persons of the Trust,
or of the Adviser, or of the Sub-Adviser. Notwithstanding the foregoing,
this Agreement may be terminated as to a Fund at any time, without the
payment of any penalty, on sixty days' written notice by the Trust or
Adviser, or on sixty 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 meanings
of such terms in the 1940 Act.)
13. ACKNOWLEDGEMENTS OF ADVISER: Adviser represents, warrants and covenants
that:
a) The Sub-Adviser will deliver on an annual basis to the Adviser a
copy of its Disclosure Document as a Commodity Trading Advisor, on
file with the Commodity Futures Trading Commission. The Adviser will
annually acknowledge receipt of such copy. The Adviser acknowledges
receipt of Sub-Adviser's CFTC Disclosure Document dated October 31,
2012;
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
--------------------------------------------------------------------------------
PAGE 6 OF 10
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);
c) The Trust is a "qualified institutional buyer" ("QIB") as defined in
Rule 144A under the Securities Act of 1933, as amended, and the
Adviser will promptly notify the Sub-Adviser if the Trust ceases to
be a QIB; and
d) Adviser has all necessary power and authority to execute, deliver
and perform this Agreement and all transactions contemplated hereby
and such execution, delivery and performance will not violate any
applicable law, rule, regulation, governing document (e.g.,
Certificate of Incorporation or Bylaws), contract or other material
agreement binding upon Adviser or Trust.
14. 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.
15. 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.
16. PROPRIETARY RIGHTS. Sub-Adviser represents, and the Trust and the Adviser
acknowledge, that Sub-Adviser is the sole owner of the names "Pacific
Investment Management Company LLC" and "PIMCO" and certain logos
associated with such names (the "PIMCO Marks").
The use by the Trust and the Adviser, or their affiliates, on their own
behalf or on behalf of the JNL/PIMCO Total Return Bond Series, of any
PIMCO Marks or any representations regarding Sub-Adviser in any disclosure
document, advertisement, sales literature or other materials promoting the
JNL/PIMCO Total Return Bond Series shall remain subject to the approval of
Sub-Adviser; provided, however, that (i) Sub-Adviser's review of any
material pursuant to this Agreement shall be conducted in a reasonable and
timely manner; (ii) Sub-Adviser's approval under this Agreement shall not
be unreasonably withheld; and (iii) Sub-Adviser's approval under this
Agreement shall not be required with respect to any use which has been
previously approved by Sub-Adviser, including, but not limited to, any use
which has been derived from disclosure contained in the Trust's or the
Adviser's most recent Prospectus and/or Statement of Additional
Information, or any supplements thereto, regarding any PIMCO Marks, PIMCO,
or the JNL/PIMCO Total Return Bond Series, which has been previously
approved by Sub-Adviser.
Sub-Adviser acknowledges and agrees that it will not use the name the
JNL/PIMCO Total Return Bond Series on its own behalf, or in relation to
any investment company for which Sub-Adviser or its successors and any
subsidiary or affiliate thereof acts as investment adviser, without the
express written permission of the Trust or the Adviser, respectively,
except that Sub-Adviser may state that it acts as a sub-advisor to the
Trust and the Adviser.
--------------------------------------------------------------------------------
PAGE 7 OF 10
The parties hereby acknowledge that the Trust has adopted the name the
"JNL/PIMCO Total Return Bond Series" through the permission of
Sub-Adviser, so long as the Sub-Adviser manages the assets of the Trust.
17. 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 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 the Trust personally, but bind only the
assets of the Trust, and persons dealing with the Fund must look solely to
the assets of the Trust belonging to such Fund for the enforcement of any
claims against Trust.
18. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADVISER.
The Sub-Adviser hereby represents that this Agreement does not violate any
existing agreements between the Sub-Adviser and any other party.
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940,
as amended and has provided to the Adviser a copy of its most recent Form
ADV as filed with the Securities and Exchange Commission.
The Sub-Adviser further represents that upon submission by the Adviser it
will review the post-effective amendment to the Registration Statement for
the Trust filed with the Securities and Exchange Commission that contains
disclosure about the Sub-Adviser (on which Adviser will have an
opportunity to comment), and represents and warrants that, with respect to
the disclosure about the Sub-Adviser or information relating, directly or
indirectly, to the Sub-Adviser, such Registration Statement contains, as
of the date hereof, no untrue statement of any material fact and does not
omit any statement of a material fact which was required to be stated
therein or necessary to make the statements contained therein not
misleading.
19. RESEARCH SERVICES. PIMCO may from time to time seek research assistance
and rely on investment management resources available to it through its
affiliated companies, but in no case shall such reliance relieve PIMCO of
any of its obligations hereunder, nor shall the Series be responsible for
any additional fees or expenses hereunder as a result.
--------------------------------------------------------------------------------
PAGE 8 OF 10
20. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
21. ASSIGNMENT. In accordance with Sections 205(a)(2) and 205(a)(3) of the
Investment Advisers Act of 1940, no assignment of this Agreement shall be
made by the Sub-Adviser without the consent of the Adviser. The Adviser
understands and agrees that Pacific Investment Management Company LLC was
indirectly acquired by Allianz AG on May 5, 2000.
--------------------------------------------------------------------------------
PAGE 9 OF 10
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 18th day of December 2012, effective
December 1, 2012.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS
NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY
FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A
TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT
REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Name: Xxxx X. Xxxxx
-------------------------------------
Title: President & CEO
------------------------------------
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
-------------------------------------
Title: Managing Director
------------------------------------
--------------------------------------------------------------------------------
PAGE 10 OF 10
SCHEDULE A
DATED DECEMBER 1, 2012
--------------------------------------------------------------------------------
FUNDS
--------------------------------------------------------------------------------
JNL/PIMCO Real Return Fund
--------------------------------------------------------------------------------
JNL/PIMCO Total Return Bond Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A-1
SCHEDULE B
DATED DECEMBER 1, 2012
(Compensation)
For the JNL/PIMCO Real Return Fund, Sub-Adviser's account #1852, the following
fee schedule shall apply:
--------------------------------------------------------------------------------
JNL/PIMCO REAL RETURN FUND - 1852
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
Amounts $0 - $1 Billion 0.25%
--------------------------------------------------------------------------------
Amounts over $1 Billion 0.20%
--------------------------------------------------------------------------------
For the JNL/PIMCO Total Return Bond Fund, Sub-Adviser's account #852, the
following fee schedule shall apply:
--------------------------------------------------------------------------------
JNL/PIMCO TOTAL RETURN BOND FUND - 852
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
ALL ASSETS 0.25%*
--------------------------------------------------------------------------------
* WHEN AGGREGATE NET ASSETS OF JNL/PIMCO TOTAL RETURN BOND FUND, JNL/PIMCO REAL
RETURN FUND, CURIAN/PIMCO TOTAL RETURN FUND, AND CURIAN/PIMCO INCOME FUND
(SUB-ADVISER'S ACCOUNTS #852, 1852, 6852, AND 7852) FALLS BELOW $3 BILLION, THE
ANNUAL RATE ASTERISKED ABOVE IS APPLICABLE TO ALL THE AMOUNTS IN THE JNL/PIMCO
TOTAL RETURN BOND FUND (SUB-ADVISER ACCOUNT #852).
--------------------------------------------------------------------------------
JNL/PIMCO TOTAL RETURN BOND FUND - 852
--------------------------------------------------------------------------------
AVERAGE DAILY NET ASSETS ANNUAL RATE
--------------------------------------------------------------------------------
Amounts $0 - $1 Billion 0.25%**
--------------------------------------------------------------------------------
Amounts over $1 Billion 0.225%**
--------------------------------------------------------------------------------
** WHEN AGGREGATE NET ASSETS OF JNL/PIMCO TOTAL RETURN BOND FUND, JNL/PIMCO REAL
RETURN FUND, CURIAN/PIMCO TOTAL RETURN FUND, AND CURIAN/PIMCO INCOME FUND
(SUB-ADVISER'S ACCOUNTS #852, 1852, 6852, AND 7852) EQUALS OR EXCEEDS $3
BILLION, THE ANNUAL RATES DOUBLE-ASTERISKED ABOVE ARE APPLICABLE TO ALL THE
AMOUNTS IN THE JNL/PIMCO TOTAL RETURN BOND FUND (SUB-ADVISER ACCOUNT #852). THE
FEE IS COMPUTED BASED ON THE COMBINED MARKET VALUE OF THE TOTAL RETURN
PORTFOLIOS OF JNL AND CURIAN (SUB-ADVISER'S ACCOUNTS #852 AND 6852), AND
SUB-ADVISER WILL AGGREGATE TOTAL RETURN ASSETS TO DERIVE AN AVERAGE FEE TO BE
APPLIED TO THESE TOTAL RETURN PORTFOLIOS (SUB-ADVISER'S ACCOUNTS #852 AND 6852).
"Fund" and "Funds" shall have the same meaning as set forth in the Agreement.
Aggregate Net Asset values and market value are determined by the Fund
Accountant.
--------------------------------------------------------------------------------
B-1
