INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 12th day of December, 2011 by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and BROOKFIELD INVESTMENT MANAGEMENT
INC., a Delaware 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");
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 portfolios 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.
In the event the Adviser designates one or more funds other than the Funds
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 fund shall become a Fund hereunder, and
be subject to this Agreement, subject to the approval of the Trust's Board of
Trustees ("Board of Trustees).
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 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 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").
During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all proxy statements, reports to
shareholders, sales literature or other materials prepared for distribution to
shareholders of each Fund, prospectus of each Fund, prior to the use thereof,
and the Adviser shall not use any such materials until the Sub-Adviser agrees
thereto in writing, which such agreement shall not be unreasonably withheld. The
Sub-Adviser's right to object to such materials is limited to the portions of
such materials that expressly relate to the Sub-Adviser, its services and its
clients. The Adviser agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that refer to
the Sub-Adviser or its clients in any way are consistent with those materials
previously approved by the Sub-Adviser as referenced in the first sentence of
this paragraph. Sales literature may be furnished to the Sub-Adviser by e-mail,
first class or overnight mail, facsimile transmission equipment or hand
delivery.
Adviser will furnish the Sub-Adviser with copies of all amendments of or
supplements to the foregoing that relate specifically to the Sub-Adviser or a
Fund that it provides sub-advisory services to, 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 written 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 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 Funds, which may be amended from time to time.
Notwithstanding the foregoing sentence, the Sub-Adviser shall not be bound by
any such amendments to the Trust's Declaration of Trust and By-Laws or the
stated investment objectives, policies and restrictions of the Trust until it
has actually received written copies of such amendments. 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, 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 851 and 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 12 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 cause such purchase or sale to, in the
Sub-Adviser's opinion, constitute a violation of any federal or state laws,
rules or regulations.
The Sub-Adviser further agrees that in its provision of services hereunder,
it:
a) will use the same skill and care in providing such services as it uses
in providing services to its other client mandates 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, including but not
limited to compliance with Rule 206(4)-7 under the Investment Advisers Act of
1940, as amended;
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, (ii) quarterly reports developed for
each Fund by Adviser and Sub-Adviser, and (iii) other compliance and reporting
information as reasonably requested by the Adviser or the Board of Trustees from
time-to-time;
e) as a service provider to the Funds will cooperate fully with the Chief
Compliance Officer of the Trust in the execution of his/her responsibilities to
monitor service providers to the Funds under Rule 38a-1 under the 1940 Act;
f) 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;
g) 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;
h) will act upon reasonable instructions from Adviser not inconsistent with
the fiduciary duties and investment objectives hereunder;
i) 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;
j) will vote proxies received in connection with securities held by the
Funds in accordance with written policies and procedures adopted by the Sub
Adviser, which may be amended from time to time, and which at all times shall
comply with the requirements of applicable federal statutes and regulations and
any related guidance from the Securities and Exchange Commission and its staff
relating to such statutes and regulations (collectively, "Proxy Voting Policies
and Procedures"). The Sub Adviser shall vote proxies on behalf of the Fund in a
manner deemed by the Sub Adviser to be in the best interests of the Fund
pursuant to the Sub Adviser's written Proxy Voting Policies and Procedures. The
Adviser understands that the Sub-Adviser may employ the services of a proxy
voting service to exercise proxies in accordance with the Sub-Adviser's
guidelines. The Sub Adviser shall provide disclosure regarding the Proxy Voting
Policies and Procedures in accordance with the requirements of Form N-1A for
inclusion in the Registration Statement of the Fund. The Sub Adviser shall
report to the Adviser in a timely manner a record of all proxies voted, in such
form and format that complies with acceptable federal statutes and regulations
(e.g., requirements of Form N-PX). The Sub Adviser shall certify at least
annually or more often as may reasonably be requested by the Adviser, as to its
compliance with its Proxy Voting Policies and Procedures. The Sub-Adviser shall
not incur any liability to the Adviser or the Fund by reason of any exercise of,
or failure to exercise, any such discretion and shall not incur any liability
for any failure arising from an act or omission of a person other than the
Sub-Adviser; and
k) 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. Sub-Adviser shall not be liable for any acts or omissions of the
custodian of the assets of the Funds.
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 brokerage 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; and the value of the expected contribution of the
broker-dealer to the investment performance of the applicable Fund on a
continuing basis. 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 therefor.
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
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 and at the Trust's cost.
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 as 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-Adviser's 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 and to provide
copies of any updates to the Sub-Adviser prior to their 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 U.S. Securities & 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 30 days after
month end. In addition, 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: Legal Department - Contracts Administrator
b) TO SUB-ADVISER:
Brookfield Investment Management Inc.
Three World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: 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 Illinois.
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.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 7th day of October, 2011, effective December
12, 2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and CEO
BROOKFIELD INVESTMENT MANAGEMENT INC.
By: /s/ Xxx Tryas
Name:Xxx Tryas
Title: CFO and General Counsel
SCHEDULE A
DECEMBER 12, 2011
(Funds)
JNL/Brookfield Global Infrastructure Fund
SCHEDULE B
DECEMBER 12, 2011
(Compensation)
JNL/Brookfield Global Infrastructure Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $50 Million 0.47%
$50 Million to $100 Million 0.45%
Amounts over $100 Million 0.40%
