Ex-99.23(h)(4)
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
This Agreement is made as of the 16th day of January, 2007, 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 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,
transfer agent, 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.
1.1.7 FUND ACCOUNTING SERVICES AND ADMINISTRATION SERVICES. Provide 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. These services include, but are not limited to:
(a) Fund accounting for Funds including the daily pricing and calculation
of each Fund's NAV.
(b) Financial reporting of annual and semi-annual financial statements.
(c) Quarterly reporting of schedules of investments for Form N-Q filings.
(d) Prepare and file all RIC tax returns, excise tax returns including
extensions and coordinate the review by independent accountants.
(e) Monitor prospectus compliance with Fund objectives, policies and
restrictions.
(f) Monitor compliance with qualification tests required under Subchapter
M of the Internal Revenue Code ("IRC") for Funds electing Regulated
Investment Company ("RIC") treatment.
(g) Monitor compliance with rules and regulations prescribed by the SEC
and the 1940 Act.
(h) Prepare expense table exhibits, performance charts, and financial
highlights for inclusion in periodic Prospectus and Statement of
Additional Information ("SAI") updates.
(i) Coordinate and settle all Fund expense payments.
(j) Coordinate and support the annual audit of the Funds by independent
auditors.
(k) Prepare and distribute Fund performance calculations and performance
on a monthly basis.
(l) Prepare SEC regulatory filings including Forms N-CSR, N-Q, N-PX,
24(f)-2, 17f-2 and N-SAR filings.
(m) Prepare and maintain registration statements.
(n) Review N-CSR filings and coordinate meetings of the Disclosure
Committee.
(o) Prepare and review monthly and quarterly compliance summaries from the
sub-advisers.
(p) Prepare all Board materials, including materials for Rule 15(c)
contract approvals.
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 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;
2.1.2 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;
2.1.3 LEGAL FEES. All charges for services and expenses of the Fund's legal
counsel excluding, however, the charges for services and expenses of independent
legal counsel to the disinterested Trustees (as defined in the 1940 Act).
2.1.4 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;
2.1.5 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
independent trustees; and
2.1.6 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 ADMINISTRATOR FOR THE JNL MONEY MARKET FUND. In
addition to the expenses listed in Section 2.1, the Administrator will pay the
following expenses:
2.2.1 CUSTODY. All charges of depositories, custodians, and other agents
for the transfer, receipt, safekeeping, and servicing of its cash, securities,
and other property;
2.2.2 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;
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting type,
printing and distributing reports and other communications to shareholders of a
Fund; and
2.2.4 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; and
2.2.5 AUDIT AND TAX SERVICES. All expenses associated with the annual audit
and other required services of the independent registered public accounting firm
and all expenses associated with the preparation and filing of each Fund's tax
returns.
2.3 EXPENSES TO BE PAID BY EACH FUND EXCEPT THE ▇▇▇▇▇▇▇ PERSPECTIVE 10 X 10
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:
2.3.1 REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust and each Fund under the 1940 Act, the
registration of each Fund's shares under the Securities Act of 1933 (the "1933
Act"), all costs associated with registering the Funds' shares in each state
where the Funds' shares are sold, 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;
2.3.2 BROKERAGE COMMISSIONS. All brokers' commissions and other charges
incident to the purchase, sale or lending of a Fund's securities;
2.3.3 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;
2.3.4 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;
2.3.5 INVESTMENT ADVISORY SERVICES. Any fees and expenses for investment
advisory services that may be incurred or contracted for by a Fund;
2.3.6 INDEPENDENT LEGAL COUNSEL TO DISINTERESTED TRUSTEES. All charges for
services and expenses of independent legal counsel to the disinterested Trustees
(as defined in the 1940 Act);
2.3.7 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;
2.3.8 FUNDS' CHIEF COMPLIANCE OFFICER. For all expenses related to his/her
position as the Funds' Chief Compliance Officer and for a portion of the
expenses related to any compliance staffing as agreed to by the disinterested
Trustees;
2.3.9 TRUSTEES ERRORS AND OMISSION POLICY. For all expenses of the
Trustees' Errors & Omission policy;
2.3.10 CUSTODY. All charges of depositories, custodians, and other agents
for the transfer, receipt, safekeeping, and servicing of its cash, securities,
and other property;
2.3.11 TRANSFER AGENCY AND 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;
2.3.12 SHAREHOLDER REPORTS. All expenses of preparing, setting type,
printing and distributing reports and other communications to shareholders of a
Fund;
2.3.13 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;
2.3.14 SHAREHOLDER MEETINGS. All expenses incidental to holding meetings of
shareholders, including the printing of notices and proxy materials, and proxy
solicitation therefor;
2.3.15 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;
2.3.16 LIPPER EXPENSES. All charges for services and expenses for Lipper
reports as requested or used by the Trustees;
2.3.17 PROXY EXPENSES. All charges for services and expenses paid to a
third party for proxy expenses related to Form N-PX reporting and compliance;
2.3.18 LICENSING COSTS. Any fees and expenses for licensing costs that may
be incurred or contracted for by a Fund;
2.3.19 AUDIT AND TAX SERVICES. All expenses associated with the annual
audit and other required services of the independent registered public
accounting firm and all expenses associated with the preparation and filing of
each Fund's tax returns; and
2.3.20 OTHER EXPENSES. All other Fund expenses not specifically identified
as being paid by Administrator.
2.4 EXPENSES TO BE PAID BY THE ▇▇▇▇▇▇▇ PERSPECTIVE 10 X 10 FUND. The Fund shall
bear all expenses of its operation, except those specifically allocated to the
Administrator or to the Underlying Funds under this Agreement or under any
separate agreement between the Fund and the Administrator. Expenses to be borne
by the Fund shall include both expenses directly attributable to the operation
of the 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 or a Fund and the Administrator, the expenses hereby allocated
to the Fund, and not to the Administrator, include, but are not limited to:
2.4.1 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;
2.4.2 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;
2.4.3 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);
2.4.4 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;
2.4.5 FUNDS' CHIEF COMPLIANCE OFFICER. For all expenses related to his/her
position as the Funds' Chief Compliance Officer and for a portion of the
expenses related to any compliance staffing as agreed to by the disinterested
Trustees;
2.4.6 TRUSTEES ERRORS AND OMISSION POLICY. For all expenses of the
Trustees' Errors & Omission policy;
2.4.7 SHAREHOLDER MEETINGS. All expenses incidental to holding meetings of
shareholders, including the printing of notices and proxy materials, and proxy
solicitation therefore for issues pertaining to the ▇▇▇▇▇▇▇ PERSPECTIVE 10 X 10
FUND;
2.4.8 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;
2.4.9 LIPPER EXPENSES. All charges for services and expenses for Lipper
reports as requested or used by the Trustees;
2.4.10 PROXY EXPENSES. All charges for services and expenses paid to a
third party for proxy expenses related to Form N-PX reporting and compliance;
and
2.4.11 STATE REGISTRATION FEES. ALL STATE REGISTRATION FEES WHICH CHARGE A
FLAT RATE FOR REGISTRATION.
2.4.12 AUDIT AND TAX SERVICES. All expenses associated with the annual
audits and other required services of the independent registered public
accounting firm and all expenses associated with the preparation and filing of
each Fund's tax returns.
2.5 EXPENSES TO BE PAID BY THE UNDERLYING FUNDS OF THE ▇▇▇▇▇▇▇ PERSPECTIVE 10 X
10 FUND. The expenses to be paid by the Underlying Funds for the ▇▇▇▇▇▇▇
Perspective 10 x 10 Fund include, but are not limited to:
2.5.1 REGISTRATION FEES. All fees and expenses of registering and
maintaining the registration of the Trust and each Fund under the 1940 Act, 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;
2.5.2 STATE REGISTRATION FEES. The Underlying Funds will pay all state
registration fees that are paid based on sales.
2.5.3 TRANSFER AGENCY AND 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 the ▇▇▇▇▇▇▇ Perspective 10 x 10 Fund to service
shareholder accounts;
2.5.4 SHAREHOLDER REPORTS. All expenses of preparing, setting type,
printing and distributing reports and other communications to shareholders of
the ▇▇▇▇▇▇▇ Perspective 10 x 10 Fund;
2.5.5 PROSPECTUSES. All expenses of preparing, setting in type, printing
and mailing annual or more frequent revisions of the ▇▇▇▇▇▇▇ Perspective 10 x 10
Fund's Prospectus and SAI and any supplements thereto and of supplying them to
shareholders and Account holders; and
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.
9. THE ADMINISTRATOR'S ACTIONS IN RELIANCE ON FUNDS' INSTRUCTIONS, LEGAL
OPINIONS, ETC.; FUNDS' COMPLIANCE WITH LAWS.
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.
JNAM will conform with the 1940 Act and all rules and regulations thereunder,
all other applicable federal and state laws and regulations, with any applicable
procedures adopted by the Fund's Board of Trustees and the provisions of the
Registration Statement of the Fund filed under the 1933 Act and the 1940 Act, as
supplemented or amended, and with the Funds' operating policies and procedures
as in effect on the date hereof, as such policies and procedures may be revised
or amended. In carrying out its duties under the Administration Agreement, the
Adviser will manage each Fund so that it meets the income and asset
diversification requirements of Section 851 of the Internal Revenue Code.
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 each Fund and 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 January 16, 2008. 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
[IS THIS REFERRING TO THE PERFORMANCE OF SERVICES??], 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: By:
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▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
Secretary President
▇▇▇▇▇▇▇ NATIONAL ASSET MANAGEMENT, LLC
Attest: By:
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▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary President
SCHEDULE A
DATED JANUARY 16, 2007
FUND CLASS(ES)
▇▇▇▇▇▇▇ Perspective 5 Fund Class A, Class C
▇▇▇▇▇▇▇ Perspective Index 5 Fund Class A, Class C
▇▇▇▇▇▇▇ Perspective 10 x 10 Fund Class A, Class C
▇▇▇▇▇▇▇ Perspective Optimized 5 Fund Class A, Class C
▇▇▇▇▇▇▇ Perspective Money Market Fund Class A
JNL Money Market Fund Institutional Class
SCHEDULE B
DATED JANUARY 16, 2007
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 10 x 10 Fund (Class A) 0.00%
▇▇▇▇▇▇▇ Perspective 10 x 10 Fund (Class C) 0.00%
▇▇▇▇▇▇▇ Perspective Optimized 5 Fund (Class A) 0.10%
▇▇▇▇▇▇▇ Perspective Optimized 5 Fund (Class C) 0.10%
▇▇▇▇▇▇▇ Perspective Money Market Fund (Class A) 0.10%
JNL Money Market Fund (Institutional Class) 0.00%