AMENDED AND RESTATED
INVESTMENT SUB-ADVISORY AGREEMENT
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This AGREEMENT is effective as of the 29th day of August, 2011, and
Amended and Restated effective as of the 1st day of December, 2012, by and
between XXXXXXX NATIONAL ASSET MANAGEMENT, LLC, a Michigan limited liability
company and registered investment adviser ("Adviser"), and 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 effective as of January 31, 2001, Amended and
Restated as of the 28th day of February, 2012, and further Amended and Restated
as of the 1st day of December, 2012 ("Management Agreement") 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 investments through the JNL/AQR Managed
Futures Strategy Fund Ltd. (the "Subsidiary"), a wholly owned subsidiary
of the Fund formed in the Cayman Islands, pursuant to a sub-advisory
agreement between the Adviser and the Sub-Adviser (the "JNAM/AQR
Subsidiary Agreement"), 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
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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
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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.
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The Adviser and the Sub-Adviser each further agree that:
a) to the extent that the Commodity Exchange Act, as amended ("CEA"),
and the then-current Commodity Futures Trading Commission ("CFTC")
regulations require (i) registration by either party as a Commodity
Pool Operator or Commodity Trading Advisor, (ii) specific
disclosure, or as applicable to it (iii) filing of reports and other
documents, each shall comply with such requirements;
b) Sub-Adviser shall comply with all requirements of the applicable CEA
and then-current CFTC regulations that apply to Sub-Adviser with
regard to the Fund, and that apply with regard to all Funds for
which it serves as Sub-Adviser; and
c) Sub-Adviser shall, to the extent relating to its duties and
obligations under this Agreement, provide assistance to the Adviser
in fulfilling any disclosure or reporting requirements applicable to
the Fund under the CEA and/or then-current CFTC regulations.
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
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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.
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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 and for sub-advisory services provided by Sub-Adviser to
the Subsidiary under the JNAM/AQR Subsidiary 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
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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) If the Sub-Adviser is registered as a Commodity Trading Advisor
under the CEA, the Adviser consents to the Sub-Adviser's compliance
with the alternative disclosure and recordkeeping standards
available to exempt accounts under CFTC Rule 4.7 with respect to a
Fund's trading in commodity interests, provided that the Sub-Adviser
has duly filed a notice of claim for such relief pursuant to Rule
4.7(d). The Adviser will take reasonable steps to cooperate with the
Sub-Adviser in connection with establishing and maintaining such
exemption under Rule 4.7, including, upon request, confirming
whether a Fund is a "qualified eligible person" as defined in Rule
4.7.
b) If the Adviser is excluded from the definition of a commodity pool
operator under CFTC Rule 4.5 with respect to a Fund, the Adviser
will furnish the Sub-Adviser with a copy of the notice of
eligibility filed pursuant to Rule 4.5 (c) with respect to such
exclusion, or, if more recent, the most recent annual notice
affirming the basis of such eligibility that has been filed pursuant
to Rule 4.5(c)(5).
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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.
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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.
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PAGE 10 OF 11
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of this 12th day of December, 2012, effective
December 1, 2012.
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
-------------------------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------------------
Title: President and CEO
----------------------------------------------
AQR CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------------------------
Title: General Counsel AQR Capital Management, LLC
---------------------------------------------
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PAGE 11 OF 11
SCHEDULE A
DECEMBER 1, 2012
(Funds)
----------------------------------------------------
JNL/AQR Managed Futures Strategy Fund
----------------------------------------------------
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A-1
SCHEDULE B
DECEMBER 1, 2012
(Compensation)
--------------------------------------------------------------------------------
JNL/AQR MANAGED FUTURES STRATEGY FUND
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AVERAGE DAILY NET ASSETS ANNUAL RATE
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$0 to $500 Million 0.65%
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$500 Million to $700 Million 0.55%
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Amounts over $700 Million 0.50%
--------------------------------------------------------------------------------
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B-1
