JNL/AQR MANAGED FUTURES STRATEGY FUND LTD.
INVESTMENT ADVISORY AGREEMENT
This Agreement is effective this 10th day of June, 2011, by and between
Xxxxxxx National Asset Management, LLC, a Michigan limited liability company and
registered investment adviser ("Adviser"), and JNL/AQR Managed Futures Strategy
Fund Ltd., an exempt company organized under the Companies law of the Cayman
Islands (the "Company"), and a wholly-owned subsidiary of JNL/AQR Managed
Futures Strategy Fund (the "Fund") a series of 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, Adviser is the investment manager for the Fund;
WHEREAS, AQR Capital Management, LLC ("Sub-Adviser") is the Sub-Adviser for
the Fund;
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 amended the Management Agreement on August 29,
2011, to add the Fund;
WHEREAS, the Company is a wholly owned subsidiary of the Fund;
WHEREAS, the Adviser and Sub-Adviser are contemporaneously entering into a
sub-advisory agreement with respect to sub-advisory services to the Company
("Company Sub-Advisory Agreement");
WHEREAS, Company desires to retain Adviser to perform investment advisory
services to the Company.
NOW THEREFORE, in consideration of the mutual covenants contained, the
parties hereto agree as follows:
1. Appointment
The Company hereby appoints the Adviser to provide certain investment
advisory services to the Company for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
2. Duties
Subject always to the supervision of the Board of Directors of the Company
(the "Board"), the Adviser will itself or through a sub-adviser, as Adviser's
agent, manage the affairs of the Company including, but not limited to,
continuously providing the Company with investment advice and business
management, including investment research, advice and supervision, determining
which securities shall be purchased or sold by the Company, effecting purchases
and sales of securities on behalf of the Company(and determining how voting and
other rights with respect to securities owned by the Company shall be
exercised). In the performance of its duties, Adviser will monitor the Company's
investments, and will comply with the provisions of the Company's Memorandum of
Association and Articles of Association, and all amendments thereto or
restatements thereof (such Memorandum and Articles as presently in effect and as
it shall from time to time be amended or restated, is herein called the
"Memorandum of Association,") and make investment decisions in conformity with
the stated investment objectives, policies and restrictions of the Company,
which may be amended from time to time. In performing such duties, the Adviser
shall (i) provide such office space, bookkeeping, accounting, clerical,
secretarial, and administrative services (exclusive of, and in addition to, any
such service provided by any others retained by the Company) and such executive
and other personnel as shall be necessary for the operations of the Company,
(ii) be responsible for the financial and accounting records required to be
maintained by the Company (including those maintained by the Trust's custodian),
and (iii) oversee the performance of services provided to the Company by others,
including the custodian, transfer agent, shareholder servicing agent and
sub-adviser, if any. The Trust acknowledges that the Adviser also acts as the
investment adviser of other investment companies.
The Adviser may delegate certain of its duties under this Agreement with
respect to the Company to a sub-adviser or sub-advisers, subject to the approval
of the Board, by entering into sub-advisory agreements (the "Sub-Advisory
Agreements") with one or more sub-advisers. The Adviser is solely responsible
for payment of any fees or other charges arising from such delegation and the
Trust shall have no liability therefor. Consistent with the provisions of the
Act and any applicable exemption thereto, the Trust may enter into Sub-Advisory
Agreements or amend Sub-Advisory Agreements for the Fund without the approval of
the Directors of the Company.
The 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) Act in strict conformity to Cayman Islands law, the 1940 Act, the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act") and 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 Advisers Act, as amended;
c) Exercise voting rights in respect of Company's portfolio securities and
other investments;
d) Will report regularly to the Board, and periodically to the Trust's
Board of Trustees (the "Board of Trustees"), as reasonably agreed between the
Adviser and Board and/or the Board of Trustees and will make appropriate persons
available for the purpose of reviewing with representatives of the Board, and/or
the Board of Trustees at reasonable times agreed to, including, without
limitation, review of the general investment strategies of the Company, the
performance of the Company in relation to the specified benchmarks and will
provide various other reports from time to time as reasonably requested by
Board;
e) Will prepare and maintain such books and records with respect to the
Company's securities transactions in accordance with applicable law, and will
furnish the Board such periodic and special reports as may be reasonably
requested;
f) Will act upon reasonable instructions from Company representatives not
inconsistent with the fiduciary duties and investment objectives hereunder;
g) Will treat confidentially and as proprietary information of Company all
such records and other information relative to the Company maintained by the
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 the Company, which approval
shall not be unreasonably withheld and may not be withheld where the 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 Company, provided, however, that notwithstanding the foregoing,
Adviser may disclose such information as required by applicable law, regulation
or upon request by a regulator or auditor of Sub-Adviser;
h) Will vote proxies received in connection with securities held by the
Company consistent with its fiduciary duties hereunder; and
i) Will provide investment research and evaluation of the Company's
investments and provide statistical information the Board may reasonably request
with regard to existing or potential securities holdings.
3. Custody of Assets
Adviser shall at no time have the right to physically possess the assets of
the Company or have the assets registered in its own name or the name of its
nominee, nor shall 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
Company. In accordance with the preceding sentence, Adviser shall have no
responsibility with respect to the collection of income, physical acquisition or
the safekeeping of the assets of the Company. All such duties of collection,
physical acquisition and safekeeping shall be the sole obligation of the
custodian.
4. Brokerage
The Adviser is responsible for decisions to buy and sell securities for the
Company, broker-dealer selection, and negotiation of brokerage commission rates.
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 Adviser on behalf of the Company.
Adviser will provide copies of brokerage agreements entered into by the Company
to the Adviser, if applicable. It is the 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 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 Adviser's investment
decision-making process; and the value of the expected contribution of the
broker-dealer to the investment performance of the Company on a continuing
basis. Subject to such policies and procedures and other written instructions as
the Adviser or the Board may adopt, the Adviser shall have discretion to effect
investment transactions 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 1934 Act, and to cause the Company 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 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 Adviser's overall responsibilities with
respect to the Company and other accounts to which the Adviser exercises
investment discretion (as such term is defined in section 3(a)(35) of the 1934
Act. Allocation of orders placed by the Adviser on behalf of the Company to such
broker-dealers shall be in such amounts and proportions as the Adviser shall
determine in good faith in conformity with its responsibilities under applicable
laws, rules and regulations. The 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.
5. Expenses
The Adviser shall bear all expenses incurred by it in connection with the
performance of its services under this Agreement. The Company will bear the
costs of other expenses to be incurred in its operations, as provided for in the
Administration Agreement between Xxxxxxx National Asset Management, LLC, as
Administrator.
6. Compensation
As compensation for services performed and the facilities and personnel
provided by the Adviser under this Agreement, and as provided pursuant to and
subject to the terms of the Management Agreement, the Trust will pay to the
Adviser a single unified fee, accrued daily and payable monthly on the average
daily net assets in the Fund, in accordance with Schedule B of the Management
Agreement. Thus, no separate compensation shall be payable under this Agreement.
7. Services to Others
Adviser has advised the Board, that Adviser now acts, or may in the future
act, as an investment adviser or sub-investment adviser to other investment
companies or accounts. The Company has no objection to Adviser acting in such
capacities, provided that whenever the Company and one or more other investment
advisory clients of Adviser have available funds for investment, investments
suitable and appropriate for each will be allocated in a manner believed by
Adviser to be equitable to each. Adviser may group orders for the Company 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. Adviser cannot assure that such
policy will not adversely affect the price paid or received by the Company.
Adviser recognizes, and has advised the Board, that in some cases this procedure
may adversely affect the size and the opportunities of the position that the
Company may obtain in a particular security. In addition, Adviser understands,
and has advised the Board, that the persons employed by Adviser to assist in
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 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.
8. Duration and Termination
This Agreement will become effective as to the Company upon execution or,
if later, the date that initial capital for the Company 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, this
Agreement shall continue in effect for successive periods of 12 months, provided
that such continuation is specifically approved at least annually by the Board.
Notwithstanding the foregoing, this Agreement may be terminated at any time,
without the payment of any penalty, on sixty (60) days' written notice by the
Adviser. This Agreement will immediately terminate in the event of its
assignment. Sections 9 and 10 herein shall survive the termination of this
Agreement.
9. Liability and Indemnification
In the absence of willful misfeasance, bad faith, or gross negligence
("disabling conduct") hereunder on the part of the Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with the other party), Adviser shall not be subject
to liability to the Company or to any shareholder of the Company for any act or
omission in the course of, or connected with, rendering services hereunder
including, without limitation, any error of judgment or mistake of law or for
any loss suffered by any of them in connection with the matters to which this
Agreement relates. Except for such disabling conduct or liability incurred under
Section 36(b) of the Act, the Company shall indemnify Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with Adviser) from any liability arising from
Adviser's conduct under this Agreement.
Adviser and the Company agree to indemnify the other party (and its
officers, managing Board members, agents, employees, controlling persons,
shareholders and any other person or entity affiliated with the other party)
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 disabling conduct on the part of the indemnifying
party.
10. Confidential Treatment
It is understood that any information or recommendation supplied by, or
produced by, 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 Company. Furthermore, except as required by law, in performance of the
Adviser's services, [SF]or as agreed to by the Company, Adviser will not
disclose any list of securities held by the Company.
11. Entire Agreement; Amendment of this Agreement
This Agreement constitutes the entire agreement between the parties with
respect to the Company. 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.
12. 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 Company:
JNL/AQR Managed Futures Strategy Fund Ltd.
Attn: Xxxx X. Xxxxx
Xxxxxxx National Asset Management, LLC
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
13. 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.
14. Applicable Law
This Agreement shall be construed in accordance with applicable federal law
and the laws of the State of Illinois.
15. 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 Company, the Fund, the Trust and the Adviser have
caused this Agreement to be executed by their duly authorized officers as of the
date first above written.
JNL/AQR Managed Futures Strategy Fund Ltd.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Title: Director, Vice President, Chief Financial Officer, and Treasurer
Attest: /s/ Xxxxx X. Xxxxxxx
Xxxxxxx National Asset Management, LLC
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Title: President and Chief Executive Officer
Attest: /s/ Xxxxx X. Xxxxxxx
