Amended And Restated Administration Agreement
EX-99.23(h)(19)
Amended
And Restated Administration Agreement
This
Agreement is made as of 28th day
of September, 2009, between JNL
Investors
Series Trust, a Massachusetts business trust (“Trust”), and ▇▇▇▇▇▇▇
National Asset Management, LLC, a Michigan limited
liability company (“Administrator”).
Whereas,
the Trust is registered under the Investment Company Act of 1940, as amended
(“1940 Act”), as an open-end management investment company and has established
several separate series of shares (“Fund”), with each Fund having its own assets
and investment policies; and
Whereas,
the Trust desires to retain the Administrator to furnish administrative services
to each Fund listed in Schedule A attached hereto, and to such other Funds of
the Trust hereinafter established as agreed to from time to time by the parties,
evidenced by an addendum to Schedule A (hereinafter “Fund” shall refer to each
Fund which is subject to this Agreement and all agreements and actions described
herein to be made or taken by a Fund shall be made or taken by the Trust on
behalf of the Fund), and the Administrator is willing to furnish such
services,
Now,
Therefore, in consideration of the premises and mutual covenants herein
contained, the parties agree as follows:
1. Services Of The
Administrator
1.1 Administrative
Services. The Administrator shall supervise each Fund’s
business and affairs and shall provide such services required for effective
administration of such Fund as are not provided by employees or other agents
engaged by such Fund; provided, that the
Administrator shall not have any obligation to provide under this Agreement any
direct or indirect services to a Fund’s shareholders, any services related to
the distribution of a Fund’s shares, or any other services that are the subject
of a separate agreement or arrangement between a Fund and the
Administrator. Subject to the foregoing, in providing administrative
services hereunder, the Administrator shall:
1.1.1 Office Space, Equipment and
Facilities. Furnish without cost to each Fund, or pay the cost
of, such office space, office equipment and office facilities as are adequate
for the Funds’ needs;
1.1.2 Personnel. Provide,
without remuneration from or other cost to each Fund, the services of
individuals competent to perform all of the Funds’ executive, administrative and
clerical functions that are not performed by employees or other agents engaged
by the Fund or by the Administrator acting in some other capacity pursuant to a
separate agreement or arrangement with the Fund;
1.1.3 Agents. Assist
each Fund in selecting and coordinating the activities of the other agents
engaged by the Fund, including the Funds’ custodian, independent auditors and
legal counsel;
1.1.4 Trustees and
Officers. Authorize and permit the Administrator’s directors,
officers or employees who may be elected or appointed as Trustees or officers of
the Trust to serve in such capacities, without remuneration from or other cost
to the Trust or any Fund;
1.1.5 Books and
Records. Ensure that all financial, accounting and other
records required to be maintained and preserved by each Fund are maintained and
preserved by it or on its behalf in accordance with applicable laws and
regulations; and
1.1.6 Reports and
Filings. Assist in the preparation of all periodic reports by
each Fund to shareholders of such Fund and all reports and filings required to
maintain the registration and qualification of the Fund and the Fund’s shares,
or to meet other regulatory or tax requirements applicable to the Fund, under
federal and state securities and tax laws.
2.
Expenses Of Each
Fund
2.1 Expenses to Be Paid by the
Administrator. If the Administrator pays or assumes any
expenses of the Trust or a Fund not required to be paid or assumed by the
Administrator under this Agreement, the Administrator shall not be obligated
hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein
contained shall be deemed to relieve the Administrator of any obligation to the
Trust or to a Fund under any separate agreement or arrangement between the
parties.
2.1.1 Custody. All
charges of depositories, custodians, and other agents for the transfer, receipt,
safekeeping, and servicing of its cash, securities, and other property, except
overdraft charges
and interest expense;
2.1.2 Shareholder
Servicing. All expenses of maintaining and servicing
shareholder accounts, including, but not limited to, the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged by
a Fund to service shareholder accounts;
2.1.3 Shareholder
Reports. All expenses of preparing, setting type, printing and
distributing reports and other communications to shareholders of a
Fund;
2.1.4 Prospectuses. All
expenses of preparing, setting in type, printing and mailing annual or more
frequent revisions of a Fund’s Prospectus and SAI and any supplements thereto
and of supplying them to shareholders of the Fund and Account
holders;
2.1.5 Fund Accounting Services
and Fund
Valuation. All expenses for fund accounting services to
compute a Fund’s NAV per share, including any equipment or services obtained for
the purpose of pricing shares or valuing the Funds’ investments;
2.1.6 Communications. All
charges for equipment or services used for communications between the
Administrator or the Fund and any custodian, shareholder servicing agent,
accounting services agent, or other agent engaged by a Fund;
2.1.7 Legal and Accounting
Fees. All charges for services and expenses of the Fund's
legal counsel and independent auditors excluding, however, the charges for
services and expenses of independent legal counsel to the disinterested Trustees
(as defined in the Investment Company Act of 1940, as amended). In
addition, all audit and tax return related charges and expenses;
2.1.8 Shareholder
Meetings. All expenses incidental to holding meetings of
shareholders, including the printing of notices and proxy materials, and proxy
solicitation therefor;
2.1.9 Bonding and
Insurance. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by the
Trustees, including, without limitation, such bond, liability and other
insurance expense that may from time to time be allocated to the Fund in a
manner approved by the Trustees, excluding, however, the expenses of the
Trustees’ Errors & Omission policy;
2.1.10 Trade Association
Fees. Its proportionate share of all fees, dues and other
expenses incurred in connection with the Trust’s membership in any trade
association or other investment organization;
2.1.11 Lipper
Expenses. All charges for services and expenses for Lipper
reports as requested or used by the Trustees;
2.1.12 Proxy
Expenses. All charges for services and expenses paid to a
third party for proxy expenses related to Form N-PX reporting and
compliance;
2.1.13
JNAM Chief Compliance Officer
and Compliance Staff. For all expenses related to his/her position as
JNAM’s Chief Compliance Officer and for a portion of the expenses related to any
compliance staffing as agreed to by the disinterested Trustees; and
2.1.14 Salaries. All salaries,
expenses and fees of the officers, trustees, or employees of the Trust who are
officers, directors or employees of the Administrator.
2.2 Expenses to Be Paid by the
Fund. Each Fund shall bear all expenses of its operation,
except those specifically allocated to the Administrator under this Agreement or
under any separate agreement between such Fund and the
Administrator. Expenses to be borne by such Fund shall include both
expenses directly attributable to the operation of that Fund and the offering of
its shares, as well as the portion of any expenses of the Trust that is properly
allocable to such Fund in a manner approved by the Trustees. Subject
to any separate agreement or arrangement between the Trust of a Fund and the
Administrator, the expenses hereby allocated to each Fund, and not to the
Administrator, include, but are not limited to:
2.2.1 Registration
Fees. All fees and expenses of registering and maintaining the
registration of the Trust and each Fund under the 1940 Act and the registration
of each Fund’s shares under the Securities Act of 1933 (the “1933 Act”) or all
fees and expenses of registering and maintaining the registration of the Trust
and each Fund under the laws and regulations of foreign countries in which the
funds may invest, fees and expenses paid to the Public Company Accounting
Oversight Board and any fees for CUSIP number registration;
2.2.2 Brokerage
Commissions. All brokers’ commissions and other charges
incident to the purchase, sale or lending of a Fund’s securities;
2.2.3 Taxes. All taxes
or governmental fees or accounting related services payable by or with respect
to a Fund to federal, state or other governmental agencies, domestic or foreign,
including stamp or other transfer taxes;
2.2.4 Nonrecurring and Extraordinary
Expenses. Such nonrecurring and extraordinary expenses as may
arise, including the costs of actions, suits, or proceedings to which the Fund
is a party and the expenses a Fund may incur as a result of its legal obligation
to provide indemnification to the Trust’s officers, Trustees and
agents;
2.2.5 Investment Advisory
Services. Any fees and expenses for investment advisory
services that may be incurred or contracted for by a Fund;
2.2.6 Independent Legal Counsel to
Disinterested Trustees. All charges for services and expenses
of independent legal counsel to the disinterested Trustees (as defined in the
Investment Company Act of 1940, as amended);
2.2.7 Trustees' Fees and
Expenses. All compensation of Trustees, all expenses incurred
in connection with such Trustees' services as Trustees, and all other expenses
of meetings of the Trustees or committees thereof;
2.2.8 Rule 12b-1
Fees. All Rule 12b-1 fees paid to the Funds’ distributor
pursuant to a Distribution Plan;
2.2.9 License Fees. All
license fees for the Funds;
2.2.10 Funds’ Chief Compliance Officer and
Compliance Staff. For all expenses related to his/her position as the
Fund’s Chief Compliance Officer and for a portion of the expenses related to any
compliance staffing as agreed to by the disinterested Trustees; and
2.2.11 Trustees Errors and Omission
Policy. For all expenses of the Trustees’ Errors & Omission
policy.
2.2.13 Anti-Money Laundering (“AML”)
Service Fee. For all expenses related to AML Services paid to
▇▇▇▇▇▇▇ National Life Insurance Company.
2.2.14 Short Sales. All
costs associated with a Fund’s short sales on equity securities, including but
not limited to dividend expenses and interest.
3. Administration
Fee
3.1 Fee. As
compensation for all services rendered, facilities provided and expenses paid or
assumed by the Administrator to or for each Fund under this Agreement, such Fund
shall pay the Administrator an annual fee as set out in Schedule B to this
Agreement.
3.2 Computation and Payment of
Fee. The administration fee shall accrue on each calendar day;
and shall be payable monthly on the first business day of the next succeeding
calendar month.
4. Ownership Of
Records
All
records required to be maintained and preserved by each Fund pursuant to the
provisions or rules or regulations of the Securities and Exchange Commission
(“SEC”) under section 31(a) of the 1940 Act and maintained and preserved by the
Administrator on behalf of such Fund are the property of such Fund and shall be
surrendered by the Administrator promptly on request by the Fund; provided, that the
Administrator may at its own expense make and retain copies of any such
records.
5. Reports To
Administrator
Each Fund
shall furnish or otherwise make available to the Administrator such copies of
that Fund’s Prospectus, SAI, financial statements, proxy statements, reports,
and other information relating to its business and affairs as the Administrator
may, at any time or from time to time, reasonably require in order to discharge
its obligations under this Agreement.
6. Reports To Each
Fund
The
Administrator shall prepare and furnish to each Fund such reports, statistical
data and other information in such form and at such intervals as such Fund may
reasonably request.
7. Ownership Of Software And
Related Materials
All
computer programs, written procedures and similar items developed or acquired
and used by the Administrator in performing its obligations under this Agreement
shall be the property of the Administrator, and no Fund will acquire any
ownership interest therein or property rights with respect thereto.
8. Confidentiality
The
Administrator agrees, on its own behalf and on behalf of its employees, agents
and contractors, to keep confidential any and all records maintained and other
information obtained hereunder which relate to any Fund or to any of a Fund’s
former, current or prospective shareholders, except that the Administrator
may deliver records or divulge information (a) when requested to do so by duly
constituted authorities after prior notification to and approval in writing by
such Fund (which approval will not be unreasonably withheld and may not be
withheld by such Fund where the Administrator advises such Fund that it may be
exposed to civil or criminal contempt proceeding or other penalties for failure
to comply with such request) or (b) whenever requested in writing to do so by
such Fund.
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9. The Administrator’s
Actions In Reliance On Funds’ Instructions, Legal Opinions, Etc.; Funds’
Compliance With Laws.
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9.1 The
Administrator may at any time apply to an officer of the Trust for instructions,
and may consult with legal counsel for a Fund or with the Administrator’s own
legal counsel, in respect of any matter arising in connection with this
Agreement; and the Administrator shall not be liable for any action taken or
omitted to be taken in good faith and with due care in accordance with such
instructions or with the advice or opinion of such legal counsel. The
Administrator shall be protected in acting upon any such instructions, advice,
or opinion and upon any other paper or document delivered by a Fund or such
legal counsel which the Administrator believes to be genuine and to have been
signed by the proper person or persons, and the Administrator shall not be held
to have notice of any change of status or authority of any officer or
representative of the Trust, until receipt of written notice thereof from the
Trust.
9.2 Except
as otherwise provided in this Agreement or in any separate agreement between the
parties and except for the accuracy of information furnished to each Fund by the
Administrator, each Fund assumes full responsibility for the preparation,
contents, filing and distribution of its Prospectus and SAI, and full
responsibility for other documents or actions required for compliance with all
applicable requirements of the 1940 Act, the Securities Exchange Act of 1934,
the 1933 Act, and any other applicable laws, rules and regulations of
governmental authorities having jurisdiction over such Fund.
10. Services To Other
Clients
Nothing
herein contained shall limit the freedom of the Administrator or any affiliated
person of the Administrator to render administrative or shareholder services to
other investment companies, to act as administrator to other persons, firms, or
corporations, or to engage in other business activities.
11. Limitation Of Liability
Regarding The Trust
The
Administrator shall look only to the assets of each Fund for performance of this
Agreement by the Trust on behalf of such Fund, and neither the Trustees of the
Trust nor any of the Trust’s officers, employees or agents, whether past,
present or future shall be personally liable therefor.
12. Indemnification By
Fund
Each Fund
shall indemnify the Administrator and hold it harmless from and against any and
all losses, damages and expenses, including reasonable attorneys’ fees and
expenses, incurred by the Administrator that result from (i) any claim, action,
suit or proceeding in connection with the Administrator’s entry into or
performance of this Agreement with respect to such Fund; or (ii) any action
taken or omission to act committed by the Administrator in the performance of
its obligations hereunder with respect to such Fund; or (iii) any action of the
Administrator upon instructions believed in good faith by it to have been
executed by a duly authorized officer or representative of the Trust with
respect to such Fund; provided, that the
Administrator shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or misconduct on the part of the
Administrator or its employees, agents or contractors. Before
confessing any claim against it which may be subject to indemnification by a
Fund hereunder, the Administrator shall give such Fund reasonable opportunity to
defend against such claim in its own name or in the name of the
Administrator.
13. Indemnification By The
Administrator
The
Administrator shall indemnify each Fund and hold it harmless from and against
any and all losses, damages and expenses, including reasonable attorneys’ fees
and expenses, incurred by such Fund which result from (i) the Administrator’s
failure to comply with the terms of this Agreement with respect to such Fund; or
(ii) the Administrator’s lack of good faith in performing its obligations
hereunder with respect to such Fund; or (iii) the Administrator’s negligence or
misconduct or its employees, agents or contractors in connection herewith with
respect to such Fund. A Fund shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
misconduct on the part of that Fund or its employees, agents or contractors
other than the Administrator, unless such negligence or misconduct results from
or is accompanied by negligence or misconduct on the part of the Administrator,
any affiliated person of the Administrator, or any affiliated person of an
affiliated person of the Administrator. Before confessing any claim
against it which may be subject to indemnification hereunder, a Fund shall give
the Administrator reasonable opportunity to defend against such claim in its own
name or the name of the Fund.
14. Effect Of
Agreement
Nothing
herein contained shall be deemed to require the Trust or any Fund to take any
action contrary to the Trust Instrument or By-laws of the Trust or any
applicable law, regulation or order to which it is subject or by which it is
bound, or to relieve or deprive the Trustees of their responsibility for and
control of the conduct of the business and affairs of the Fund or the
Trust.
15. Term Of
Agreement
The term
of this Agreement shall begin on the date first above written with respect to
each Fund listed in Schedule A on the date hereof and, unless sooner terminated
as hereinafter provided, this Agreement shall remain in effect through September
28, 2010. With respect to each Fund added by execution of an Addendum to
Schedule A, the term of this Agreement shall begin on the date of such
execution. Thereafter, in each case this Agreement shall continue in
effect with respect to each Fund from year to year, subject to the termination
provisions and all other terms and conditions hereof; provided, such continuance
with respect to a Fund is approved at least annually by vote or written consent
of the Trustees, including a majority of the Trustees who are not interested
persons of either party hereto (“Disinterested Trustees”); and provided further, that
neither party has terminated the Agreement in accordance with Section
17. The Administrator shall furnish any Fund, promptly upon its
request, such information as may reasonably be necessary to evaluate the terms
of this Agreement or any extension, renewal or amendment
thereof. However, the addition or deletion of a Fund reflecting
changes that have been formally approved by resolution by the Board of Trustees
will not require approval by the Board of Trustees.
16. Amendment Or Assignment Of
Agreement
Any
amendment to this Agreement shall be in writing signed by the parties hereto;
provided, that no such
amendment shall be effective unless authorized on behalf of any Fund (i) by
resolution of the Trustees, including the vote or written consent of a majority
of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding
voting securities of such Fund.
This
Agreement shall terminate automatically and immediately in the event of its
assignment; provided, that with the consent of a Fund, the Administrator may
subcontract to another person any of its responsibilities with respect to such
Fund.
17. Termination Of
Agreement
This
Agreement may be terminated at any time by either party hereto, without the
payment of any penalty, upon at least sixty days’ prior written notice to the
other party; provided,
that in the case of termination by any Fund, such action shall have been
authorized (i) by resolution of the Trustees, including the vote or written
consent of the Disinterested Trustees, or (ii) by vote of a majority of the
outstanding voting securities of such Fund.
18. Use Of
Name
Each Fund
hereby agrees that if the Administrator shall at any time for any reason cease
to serve as administrator to a Fund, such Fund shall, if and when requested by
the Administrator, thereafter refrain from using the name “▇▇▇▇▇▇▇ National
Asset Management, LLC” or the initials “JNAM” in connection with its business or
activities, and the foregoing agreement of each Fund shall survive any
termination of this Agreement and any extension or renewal thereof.
19. Interpretation And Definition
Of Terms
Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the
terms “vote of a majority of the outstanding voting securities,” “interested
persons,” “assignment” and affiliated person,” as used in this Agreement shall
have the meanings assigned to them by section 2(a) of the 1940
Act. In addition, when the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is modified, interpreted or relaxed
by rule, regulation or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
20. Choice Of
Law
This
Agreement is made and to be principally performed in the State of Michigan, and
except insofar as the 1940 Act or other federal laws and regulations may be
controlling, this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Illinois.
21. Captions
The
captions in this Agreement are included for convenience of reference only and in
no way define or delineate nay of the provisions hereof or otherwise affect
their construction or effect.
22. Execution On
Counterparts
This
Agreement may be executed simultaneously in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
In Witness
Whereof, the parties hereto have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective seals
to be hereunto affixed, as of the day and year first above written.
JNL Investors Series
Trust
Attest: /s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇.
▇▇▇▇
Vice
President, Counsel & Secretary
▇▇▇▇▇▇▇ National Asset
Management,
LLC
Attest:
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇.
▇▇▇▇▇
President
Schedule
A
Dated
September 28, 2009
|
Fund
|
Class(es)
|
|
▇▇▇▇▇▇▇
Perspective 5 Fund*
|
Class
A, Class C
|
|
▇▇▇▇▇▇▇
Perspective Index 5 Fund*
|
Class
A, Class C
|
|
▇▇▇▇▇▇▇
Perspective Money Market Fund*
|
Class
A
|
|
▇▇▇▇▇▇▇
Perspective Optimized 5 Fund*
|
Class
A, Class C
|
|
▇▇▇▇▇▇▇
Perspective S&P 4 Fund*
|
Class
A, Class C
|
|
▇▇▇▇▇▇▇
Perspective 10 x 10 Fund*
|
Class
A, Class C
|
|
JNL/PPM
America Total Return Fund
|
Class
A, Class C
|
|
▇▇▇▇▇▇▇
Perspective VIP Fund*
|
Class
A, Class C
|
|
JNL
Money Market Fund
|
Institutional
Class
|
*
Effective September 30, 2009, these funds will be liquidated.
Schedule
B
Dated
September 28, 2009
Class A
Shares
|
Funds
|
Fee
|
|
▇▇▇▇▇▇▇
Perspective 5 Fund (Class A)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective 5 Fund (Class C)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective Index 5 Fund (Class A)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective Index 5 Fund (Class C)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective Money Market Fund (Class A)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective Optimized 5 Fund (Class A)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective Optimized 5 Fund (Class C)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective S&P 4 Fund (Class A)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective S&P 4 Fund (Class C)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective 10 x 10 Fund (Class A)*
|
0.00%
|
|
▇▇▇▇▇▇▇
Perspective 10 x 10 Fund (Class C)*
|
0.00%
|
|
JNL/PPM
America Total Return Fund (Class A)
|
0.10%
|
|
JNL/PPM
America Total Return Fund (Class C)**
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective VIP Fund (Class A)*
|
0.10%
|
|
▇▇▇▇▇▇▇
Perspective VIP Fund (Class C)*
|
0.10%
|
|
JNL
Money Market Fund (Institutional Class)
|
0.00%
|
*
Effective September 30, 2009, these funds will be liquidated.
**
Effective September 30, 2009, Class C Shares of the JNL/PPM America Total Return
Fund will no longer be available.