INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 29th day of August, 2011 by and between
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and AQR Capital Management, 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
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 or potential shareholders of each Fund, and the Prospectus,prior to
the use thereof, and the Adviser shall not use any such materials if the Sub-
Adviser reasonably objects in writing within five business days(or such other
period as may be mutually agreed) after receipt thereof. 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 or Sub-Adviser's duties and obligations hereunder 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, make investment decisions for,
and invest and reinvest, all assets of the Funds and place all orders for the
purchase and sale of securities and other financial instruments, including
foreign or domestic securities or other financial instruments or property
(including, without limitation, currencies, financial futures, options or other
derivative products of any type), all on behalf of the Funds, pursuant to the
provisions of this paragraph 3. 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, provided Sub-Adviser has been provided with such
Declaration of Trust and Bylaws and has received prior notice of any changes
made to the investment objective, policies and restrictions of the Funds and has
been given a reasonable amount of time to implement any changes or amendments to
such documentation, investment objectives, policies or restrictions. 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 knowingly act in a manner that would result in Sub-Adviser
failing to comply with the required diversification referenced in the
paragraph immediately above 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.
Notwithstanding any other provision of this Agreement, 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 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 provided
hereunder, 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, provided Sub-Adviser
is given a reasonable amount of time to compile and report on the requested
information;
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, provided that with respect to item
(iii) Sub-Adviser is given a reasonable amount of time to compile and
report on such information;
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, provided Sub-
Adviser is given a reasonable amount of time to compile and report on the
information reasonably requested by the Adviser;
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 the 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 consistent with its fiduciary duties hereunder; 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.
The Sub-Adviser is authorized, as agent of the Funds, to give instructions to
the Funds' custodian with respect to the assets of the Funds in order to carry
out its duties under the terms of this Agreement, including with respect to
the delivery of securities and other investments and payments of cash for the
account of the Funds. The Sub-Adviser shall have no liability for the acts or
omissions of any custodian of the Funds' assets. The Sub-Adviser shall have
no responsibility for the segregation requirement of the 1940 Act or other
applicable law other than to notify the Funds' custodian of investments that
require segregation and appropriate assets for segregation.
5. BROKERAGE.
(a) The Sub-Adviser is responsible for and is hereby appointed as the
Funds' agent with the authority to act in regard to making 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 (i) place orders for the execution of such securities transactions,
including any derivative transactions, with or through such brokers,
dealers, foreign currency dealers, futures commission merchants ("FCM") or
issuers as the Sub-Adviser may reasonably select; (ii) negotiate, execute
and enter into brokerage contracts and other trading agreements, including
but not limited to, futures account agreements, ISDA Master Agreements and
other trading documents related thereto, on behalf of the Funds, and (iii)
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. In order to meet margin or collateral
requirements for futures, forwards and other derivative instruments, the
Sub-Adviser may direct payments of cash, cash equivalents, and securities
and other property into segregated accounts or FCM accounts established
hereunder as the Sub-Adviser deems desirable or appropriate, provided that
Sub-Adviser's actions are in accordance with the terms of this Agreement,
the 1940 Act and the rules and regulations thereunder.
(b) 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.
(c) 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 therefore.
6. EXPENSES. The Sub-Adviser shall bear all expenses incurred by it in
connection with the performance of its services under this Agreement other than
the cost (including brokerage commissions, transactional fees and taxes, if any)
incurred in connection with purchases and sales of each Fund's portfolio
securities. 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. Such fee shall be paid as soon as
practicable, but in no event later than 30 calendar days, after each month-end.
If the Sub-Adviser shall serve for less than the whole of any month, the
foregoing compensation shall be prorated.
9. SERVICES TO OTHERS. Adviser understands, and has advised the Trust's
Board of Trustees, that Sub-Adviser, its affiliates, principals, members,
directors, officers and employees now, or may in the future, render the same,
similar or dissimilar services, including investment advisory and management
services, to others, including investment companies, funds, firms, individuals,
associations or accounts. Adviser has no objection to Sub-Adviser acting in such
capacities and Sub-Adviser, its affiliates, principals, members, directors,
officers and employees shall not be limited or restricted from providing such
services, 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.
Under no circumstances shall any party hereto be liable to another for special,
punitive or consequential damages, arising under or in connection with this
Agreement, even if previously informed of the possibility of such damages.
11. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify
the other party (and each such party's affiliates (within the meaning of Section
2(a)(3) of the 1940 Act), 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 by a
court of competent jurisdiction 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 Funds 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.
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 officers, directors or employees of the Adviser and the
Trust that have a need to know such information in connection with its duties
and obligations and shall not be disclosed to any third party without the prior
consent of the Sub-Adviser. 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. USE OF NAME: If the Sub-Adviser shall cease to furnish services to any
Fund under this Agreement or similar contractual arrangement, for any reason
whatsoever, such Fund or the Adviser, at its expense:
(a) as promptly as practicable, shall take all necessary action to cause
the Prospectus, Statement of Additional Information, Declaration of Trust,
Bylaws and any other relevant documentation to be amended to accomplish a
change of name to eliminate any reference to "AQR Capital Management, LLC"
or "AQR" and
(b) within 60 days after the termination of this Agreement or such similar
contractual arrangement, shall cease to use in any other manner, including,
but not limited to, use in any sales literature or promotional material,
the name "AQR Capital Management, LLC" or any name, xxxx or logo type
derived from it or similar to it or indicating that the Fund is managed by
or otherwise associated with the Sub-Adviser or misleadingly implying a
continuing relationship between the Fund and the Sub-Adviser or any of its
affiliates, unless such use is with respect to reporting historical
performance information of the Fund during a period when such use of name
was authorized or as agreed upon by both parties.
17. 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.
18. 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:
AQR Capital Management, LLC
Two Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxx, General Counsel
19. 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.
20. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois.
21. 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 23rd day of June, 2011, effective August 29,
2011.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By:/s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
AQR CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Xxxx
Name:Xxxxxxx X. Xxxx
Title: General Counsel
SCHEDULE A
AUGUST 29, 2011
(Funds)
JNL/AQR Managed Futures Strategy Fund
SCHEDULE B
AUGUST 29, 2011
(Compensation)
JNL/AQR Managed Futures Strategy Fund
AVERAGE DAILY NET ASSETS ANNUAL RATE
$0 to $500 Million 0.65%
$500 Million to $700 Million 0.55%
Amounts over $700 Million 0.50%
