INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective this 1st day of May, 2010, by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and FRANKLIN XXXXXXXXX INSTITUTIONAL,
LLC, a Delaware limited liability company 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");
WHEREAS, the Adviser represents that it has entered into an Investment
Advisory and Management Agreement ("Management Agreement") dated as of January
31, 2001 with the Trust; and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolio(s) of the Trust
listed on Schedule A hereto ("each a Fund").
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 appointment 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 prior to the
commencement of the Sub-Adviser's services:
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, modifications or supplements thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to time be
amended, modified, supplemented or restated, is herein called the "Declaration
of Trust");
b) the Trust's By-Laws and amendments, modifications or supplements 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, modifications or supplements 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").
The parties agree that the name of the Sub-Adviser, the names of any
affiliates of the Sub-Adviser and any derivatives of such or logo or trademark
or service xxxx or trade name of the Sub-Adviser and its affiliates (altogether,
"Sub-Adviser Names") are the valuable property of the Sub-Adviser and its
affiliates.
The Adviser and the Trust may use the name of the Sub-Adviser solely to identify
it as the Sub-Adviser to the Trust as required by law or governmental
regulations. Any other use of a Sub-Adviser Name must be expressly pre-approved
in writing by the Sub-Adviser.
The Adviser and the Trust agree that they will submit for review to the
Sub-Adviser for its approval in writing any proxy statement, report to
shareholders, advertisement, sales literature or marketing materials prior to
its use that uses a Sub-Adviser Name so that the Sub-Adviser may review the
context in which it is referred to, it being agreed that the Sub-Adviser shall
have no responsibility to ensure the adequacy of the form or content of such
materials for purposes of the 1940 Act or other applicable laws and regulations.
Upon termination of this Agreement, the Adviser and the Trust shall forthwith
cease to use Sub-Adviser Names. If the Adviser or the Trust makes any
unauthorized use of a Sub-Adviser Name, the parties acknowledge that the
Sub-Adviser shall suffer irreparable harm for which monetary damages may be
inadequate and thus, the Sub-Adviser shall be entitled to injunctive relief, as
well as any other remedy available under law.
Adviser will furnish the Sub-Adviser with copies of all amendments of or
supplements to the items listed in 2(a) through 2(f) above within a reasonable
time before they become effective. Any amendments or supplements that impact
the management of the Funds will not be deemed effective with respect to the
Sub-Adviser until the Sub-Adviser's approval thereof.
3. Management. Subject always to the supervision of the Adviser, who in
turn is subject to the supervision of the Trust's Board of Trustees, 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 or other property
(including financial futures and options of any type), all on behalf of the
Funds. In the performance of its duties, Sub-Adviser will satisfy its fiduciary
duties to the Funds (as set forth below), and will monitor the Funds'
investments, and to the extent that the Declaration of Trust, Trust's By-Laws
and Prospectus and all amendments, modifications or supplements to them are
received by the Sub-Adviser as required by Section 2 of this Agreement, will
comply with the provisions of Trust's Declaration of Trust and By-Laws, as
amended from time to time, and the investment objectives, policies and
restrictions of the Funds stated in the Prospectus, which may be amended from
time to time, and with any directions from the Adviser or the Trust's Board of
Trustees. 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 Funds and to consult with each other regarding the
investment affairs of the Funds. Sub-Adviser will report to the Board of
Trustees and to Adviser with respect to the implementation of such program.
Sub-Adviser may execute, on its own behalf or on behalf of the Funds, account
documentation, agreements, contracts and other documents requested by brokers,
dealers, counterparties and other persons in connection with its management of
the assets of the Funds. In such respect, and only for this limited purpose,
Sub-Adviser shall act as the Adviser's and the Trust's agents and
attorneys-in-fact. Sub-Adviser, solely with respect to the assets of the Funds
which are under its management pursuant to this Agreement, and based on
information obtained from the Funds' administrator, custodian and other service
providers, shall take reasonable steps to comply with the diversification
provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended
("IRC"), and its accompanying Regulation, Treas. Reg. Section 1.817-5,
applicable to the Funds.
Adviser will not act in a manner that would result in Sub-Adviser failing to
maintain the required diversification and if the failure to diversify is
inadvertent, Xxxxxxx National Life Insurance Company and any of its affiliates
investing in the Funds, as owner of the assets in the Funds, shall in good faith
and in conjunction with Sub-Adviser follow the procedures specified in Treas.
Reg. Section 1.817-5(a)(2) and Revenue Procedure 92-25 (or its successor) to
request relief from the Commissioner of Internal Revenue Service, and that in
such an event Adviser shall work in conjunction with Sub-Adviser in the
preparation of any request for relief or closing agreement and, to the extent
that Adviser is seeking indemnification under Section 11 hereof, no filings or
agreements shall be made with the Commissioner of Internal Revenue Service
without the prior written approval of Sub-Adviser.
The Adviser agrees that the Sub-Adviser shall not be liable for any failure to
recommend the purchase or sale of any security on behalf of any Fund on the
basis of any information which might, in the Sub-Adviser's opinion, constitute a
violation of any federal or state laws, rules or regulations.
The Adviser agrees that the Sub-Adviser shall not be expected or required to
take any action with respect to legal proceedings (including, without
limitation, class action lawsuits, governmental or regulatory victim funds, and
bankruptcy proceedings) involving securities presently or formerly held in the
Fund, or the issuers thereof.
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 comply with all applicable Rules and Regulations of the SEC 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 report regularly to Adviser and to the Trust's Board of Trustees as
reasonably agreed between the Adviser and Sub-Adviser 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 agreed to by
the Adviser and Sub-Adviser, 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 the specified benchmarks and will
provide various other reports from time to time as reasonably requested by
Adviser;
d) will provide to the Adviser (i) a monthly compliance checklist developed
for each Fund by Adviser and Sub-Adviser, and (ii) quarterly reports developed
for each Fund by Adviser and Sub-Adviser;
e) will prepare and maintain such books and records with respect to each
Fund's securities transactions in accordance with Section 7 herein, and will
furnish Adviser and Trust's Board of Trustees such periodic and special reports
as the Adviser may reasonably request;
f) will prepare and cause to be filed in a timely manner Form 13F and, if
required, Schedule 13G with respect to securities held for the account of the
Funds subject to Sub-Adviser's supervision;
g) will act upon reasonable instructions from Adviser;
h) will treat confidentially and as proprietary information of Trust
all such records and other information relative to the 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, provided, however, that notwithstanding the foregoing,
Sub-Adviser may disclose such information as required by applicable law,
regulation or upon request by a regulator or auditor of Sub-Adviser;
i) decisions on proxy voting will be made by the Sub-Adviser unless
such decisions are expressly reserved by Adviser through written notice to the
Sub-Adviser. Sub-Adviser's obligation to vote proxies shall be contingent upon
receipt of proxies from the Fund custodian in a timely manner; and
j) may not consult with any other sub-adviser of the Trust concerning
transactions in securities or other assets for any investment portfolio of the
Trusts, including the Funds, except that such consultations are permitted
between the current and successor sub-advisers of the Funds in order to effect
an orderly transition of sub-advisory duties so long as such consultations are
not concerning transactions prohibited by Section 17(a) of the 1940 Act.
4. Custody of Assets. Sub-Adviser shall at no time have the right to
physically possess the assets of the Funds or have the assets registered in its
own name or the name of its nominee, nor shall Sub-Adviser in any manner acquire
or become possessed of any income, whether in kind or cash, or proceeds, whether
in kind or cash, distributable by reason of selling, holding or controlling such
assets of the Funds. In accordance with the preceding sentence, Sub-Adviser
shall have no responsibility with respect to the collection of income, physical
acquisition or the safekeeping of the assets of the Funds. All such duties of
collection, physical acquisition and safekeeping shall be the sole obligation of
the custodian.
5. Brokerage. The Sub-Adviser is responsible for decisions to buy and sell
securities for each Fund, broker-dealer selection, and negotiation of brokerage
commission rates. Sub-Adviser shall have the express authority to negotiate,
open, continue and terminate brokerage accounts and other brokerage arrangements
with respect to all portfolio transactions entered into by Sub-Adviser on behalf
of the Funds. Sub-Adviser will provide copies of futures agreements entered into
by the Funds to the Adviser, if applicable. It is the Sub-Adviser's general
policy in selecting a broker to effect a particular transaction to seek to
obtain "best execution", which means prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions which are
reasonable in relation to the value of the brokerage services provided by the
broker.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and
negotiating commission rates, will take all relevant factors into consideration,
including, but not limited to: the best price available; the reliability,
integrity and financial condition of the broker-dealer; the size of and
difficulty in executing the order; the broker's execution capabilities and any
research provided by the broker that aids the Sub-Adviser's investment
decision-making process. Subject to such policies and procedures as the
Trust's Board of Trustees may determine, the Sub-Adviser shall have discretion
to effect investment transactions for each Fund through broker-dealers
(including, to the extent permissible under applicable law, broker-dealer
affiliates) who provide brokerage and/or research services, as such services are
defined in section 28(e) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and to cause such Fund to pay any such broker-dealers an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker-dealer, viewed in terms of either that
particular investment transaction or the Sub-Adviser's overall responsibilities
with respect to such Fund and other accounts to which the Sub-Adviser exercises
investment discretion (as such term is defined in section 3(a)(35) of the 1934
Act). Allocation of orders placed by the Sub-Adviser on behalf of a Fund to
such broker-dealers shall be in such amounts and proportions as the Sub-Adviser
shall determine in good faith in conformity with its responsibilities under
applicable laws, rules and regulations. The Sub-Adviser will submit reports on
brokerage placements to the Adviser as reasonably requested by the Adviser, in
such form as may be mutually agreed to by the parties hereto, indicating the
broker-dealers to whom such allocations have been made and the basis therefore.
6. Expenses. The Sub-Adviser shall bear all expenses incurred by it in
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connection with the performance of its services under this Agreement. Each Fund
will bear certain other expenses to be incurred in its operation, including, but
not limited to, investment advisory fees, and administration fees; fees for
necessary professional and brokerage services; costs relating to local
administration of securities; and fees for any pricing services. All other
expenses not specifically assumed by the Sub-Adviser hereunder or by the Adviser
under the Management Agreement are borne by the applicable Fund or the Trust.
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 shall be available for inspection by the Trust and
Adviser upon their reasonable request and agrees to provide the Trust with
copies of 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 related
to each Fund's portfolio transactions. The Adviser shall maintain all books and
records not related to the Fund's portfolio transactions.
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 therefore, a sub-advisory fee
accrued daily and payable monthly on the average daily net assets in the Funds
in accordance with Schedule B hereto.
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 or accounts.
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 suitable and
appropriate for each will be allocated in a manner believed by Sub-Adviser to be
equitable to each. Sub-Adviser may group orders for a Fund with orders for
other funds and accounts to obtain the efficiencies that may be available on
larger transactions when it determines that investment decisions are appropriate
for each participating account. Sub-Adviser cannot assure that such policy will
not adversely affect the price paid or received by a Fund. Adviser recognizes,
and has advised Trust's Board of Trustees, that in some cases this procedure may
adversely affect the size and the opportunities of the position that the
participating Fund may obtain in a particular security. In addition, Adviser
understands, and has advised the 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. Limitation of Liability. Sub-Adviser, its officers, directors,
employees, agents or affiliates will not be subject to any liability to the
Adviser or the Funds or their directors, officers, employees, agents or
affiliates for any error of judgment or mistake of law or for any loss suffered
by the Funds, any shareholder of the Funds or the Adviser either in connection
with the performance of Sub-Adviser's duties under this Agreement or its failure
to perform due to events beyond the reasonable control of the Sub-Adviser or its
agents, except for a loss resulting from Sub-Adviser's willful misfeasance, or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement. Federal and State
securities laws may impose liabilities under certain circumstances on persons
who act in good faith, and therefore nothing herein shall in any way constitute
a waiver or limitation of any right which Adviser may have under any applicable
laws.
11. Indemnification. Adviser and the Sub-Adviser each agree to indemnify
the other party (and each such party's affiliates, employees, directors and
officers) against any claim, damages, loss or liability (including reasonable
attorneys' fees) arising out of any third party claims brought against an
indemnified party that are found to constitute willful misfeasance or gross
negligence on the part of the indemnifying party.
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 for two years from the date of its execution. 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 meaning of such terms in the
1940 Act.) Section 10 and 11 herein shall survive the termination of this
Agreement.
13. Acknowledgements of Adviser. Adviser acknowledges and agrees that:
(a) The assets of the Account may be invested in futures contracts and
consents to the Sub-Adviser's use of the alternate disclosure and recordkeeping
standards under Commodity Futures Trading Commission Rule 4.7 with respect to
such futures trading, which alternate standards are available to the Sub-Adviser
on account of each Fund's ownership of securities of issuers not affiliated with
the Funds and other investments with an aggregate market value of at least
$2,000,000 and on account of the Trust's status as an investment company
registered under the 1940 Act (not formed for the specific purpose of either
investing in an exempt pool or opening an exempt account);
(b) It is excluded from the definition of a commodity pool operator under
CFTC Rule 4.5, and in connection with such exemption has filed a notice of
eligibility and will provide the Sub-Adviser with a copy of such notice of
eligibility before the execution of this Agreement; and
(c) The Adviser hereby acknowledges that not less than forty-eight (48)
hours before the date it has executed this Agreement, it received from the
Sub-Adviser a copy of Part II of Sub-Advisers Form ADV, as required by Rule
204-(3) of the Investment Advisers Act of 1940, as amended.
14. Obligations of Adviser. The Adviser agrees to provide or complete, as
the case may be, the following prior to the commencement of the Sub-Adviser's
investment advisory services as specified under this Agreement:
(a) A list of first tier affiliates and second tier affiliates (i.e.,
affiliates of affiliates) of the Fund;
(b) A list of restricted securities for each Fund (including CUSIP, Sedol or
other appropriate security identification); and
(c) A copy of the current compliance procedures for each Fund.
The Adviser also agrees to promptly update the above referenced items in order
to ensure their accuracy, completeness and/or effectiveness.
15. Confidential Treatment. It is understood that any information or
recommendation supplied by, or produced by, Sub-Adviser in connection with the
performance of its obligations hereunder is to be regarded as confidential and
for use only by the Adviser and the Trust. Furthermore, except as required by
law (including, but not limited to semi-annual, annual or other filings made
under the 0000 Xxx) or as agreed to by the Adviser and Sub-Adviser, the Adviser
and Trust will not disclose any list of securities held by the Fund until it is
either filed with the Securities and Exchange Commission or mailed out to
shareholders, which filing or mailing shall not be made sooner than 30 days
after quarter end in any manner whatsoever except as expressly authorized in
this Agreement, except that the top 10 holdings may be disclosed 15 days after
month end. In addition, at the end of each quarter, the Adviser may disclose to
certain third party data or service providers to the Fund, who have entered into
a confidentiality agreement with the Adviser, a list of securities purchased or
sold by the Fund during the quarter.
16. Entire Agreement; Amendment of this Agreement. This Agreement
constitutes the entire agreement between the parties with respect to the Funds.
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.
17. 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
designated herein.
a) TO ADVISER:
Xxxxxxx National Life Insurance Company
0 Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
b) TO SUB-ADVISER:
Franklin Xxxxxxxxx Institutional, LLC
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
ATTN: Xxxx X. Xxxxxxx
WITH A COPY TO:
Franklin Xxxxxxxxx Investments
Xxx Xxxxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
ATTN: General Counsel
18. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit 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 or agents of Trust personally, but
bind only the assets of Trust, and persons dealing with the Funds must look
solely to the assets of Trust belonging to such Fund for the enforcement of any
claims against the Trust.
19. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Michigan.
20. Counterpart Signatures. This Agreement may be executed in several
counterparts, including via facsimile, each of which shall be deemed an original
for all purposes, including judicial proof of the terms hereof, and all of which
together shall constitute and be deemed one and the same agreement.
21. The Adviser and the Trust understand, consent and agree that performance
of a Fund will not be the same as, and may differ significantly from, the
performance of any mutual fund or portion of mutual fund, or combination of
mutual funds for which Sub-Adviser or its affiliates serves as investment
adviser ("Franklin Xxxxxxxxx Fund"), including any Franklin Xxxxxxxxx Fund that
may have investment goals and strategies that are similar to that of a Fund,
based on, but not limited to, the following factors: (i) differences in:
inception dates, cash flows, asset allocation, security selection, liquidity,
income distribution or income retention, fees, fair value pricing procedures,
and diversification methodology; (ii) use of different foreign exchange rates
and different pricing vendors; (iii) ability to access certain markets due to
country registration requirements; (iv) legal restrictions or custodial issues,
(v) legacy holdings in a Fund; (vi) availability of applicable trading
agreements such as ISDAs, futures agreements or other trading documentation,
(vii) restrictions placed on the account (including country, industry or
environmental and social governance restrictions); and (viii) other operational
issues that impact the ability of a Fund to trade in certain instruments or
markets. The Adviser and the Trust further understand, consent and agree that
any similarity of investment goals and strategies between a Fund and any
Franklin Xxxxxxxxx Fund is subject to, among other things, the discretion and
decisions of the Board of Trustees of the Trust and any Franklin Xxxxxxxxx Fund.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Agreement
to be executed as of this 1st day of May, 2010.
XXXXXXX NATIONAL ASSET FRANKLIN XXXXXXXXX
MANAGEMENT, LLC INSTITUTIONAL, LLC
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxxx
Name: Xxxx X. Xxxxx Name: Xxxxxx Xxxxxxx
Title: President Title:
SCHEDULE A
MAY 1, 2010
(Funds)
JNL/Franklin Xxxxxxxxx International Small Cap Growth Fund
SCHEDULE B
MAY 1, 2010
(Compensation)
JNL/FRANKLIN XXXXXXXXX
INTERNATIONAL SMALL CAP GROWTH FUND(1)
Average Daily Net Assets Annual Rate
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$0 to $100 Million .67%
$101 to $250 Million .64%
$251 to $500 Million .62%
$501 to $750 Million .60%
$751 to $1,000 Million .59%
Amounts over $1,000 Million .55%
1 For purposes of this mandate, the assets of the JNL/Franklin Xxxxxxxxx Income
Fund will be combined with the assets of the JNL/Franklin Xxxxxxxxx
International Small Cap Growth Fund for purposes of calculating the effective
fee rate.
