EX-99.d44
INVESTMENT ADVISORY
AND
MANAGEMENT AGREEMENT
This INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of the 31st
day of January, 2001 between JNL Investors Series Trust, a Massachusetts
business trust, (the "Trust") and Xxxxxxx National Asset Management, LLC, a
Michigan limited liability company (the "Adviser").
WHEREAS, the Trust is authorized to issue separate funds, each fund having
its own investment objective or objectives, policies and limitations; and
WHEREAS, the Trust on behalf of its fund listed on Schedule A hereto
("Fund") desires to retain Adviser to perform investment advisory services, on
the terms and conditions set forth herein; and
WHEREAS, the Adviser agrees to serve as the investment adviser and business
manager for the Fund on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Trust and the Adviser agree
as follows:
1. Appointment
The Trust hereby appoints the Adviser to provide certain investment
advisory services to the Fund for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Trust designates one or more funds other than the Fund
with respect to which the Trust wishes to retain the Adviser to render
investment advisory services hereunder, it shall notify the Adviser in writing.
If the Adviser is willing to render such services, it shall notify the Trust in
writing, whereupon such fund shall become a Fund hereunder, and be subject to
this Agreement.
2. Duties
The Adviser shall manage the affairs of the Trust including, but not
limited to, continuously providing the Trust with investment advice and business
management, including investment research, advice and supervision, determining
which securities shall be purchased or sold by the Fund, effecting purchases and
sales of securities on behalf of the Fund (and determining how voting and other
rights with respect to securities owned by the Fund shall be exercised). The
management of the Fund by the Adviser shall be subject to the control of the
Board of Trustees of the Trust (the "Board of Trustees") and in accordance with
the objectives, policies and principles for the Fund set forth in the Trust's
Registration Statement and its current Prospectus and Statement of Additional
Information, as amended from time to time, the requirements of the Investment
Company Act of 1940, as amended (the "Act") and other applicable law, as well as
to the factors affecting the status of variable contracts under the
diversification requirements set forth in Section 817(h) of the Internal Revenue
Code of 1986, as amended, (the "Code") and the regulations thereunder. In
performing such duties, the Adviser shall (i) provide such office space,
bookkeeping, accounting, clerical, secretarial, and administrative services
(exclusive of, and in addition to, any such service provided by any others
retained by the Trust or the Fund) and such executive and other personnel as
shall be necessary for the operations of the Fund, (ii) be responsible for the
financial and accounting records required to be maintained by the Fund
(including those maintained by the Trust's custodian), and (iii) oversee the
performance of Services provided to the Fund by others, including the custodian,
transfer agent, shareholder servicing agent and sub-adviser, if any. The Trust
acknowledges that the Adviser also acts as the investment adviser of other
investment companies.
The Adviser may delegate certain of its duties under this Agreement with
respect to the Fund to a sub-adviser, subject to the approval of the Board of
Trustees and the Fund's shareholders, as required by the Act. The Adviser is
solely responsible for payment of any fees or other charges arising from such
delegation and the Trust shall have no liability therefore.
To the extent required by the laws of any state in which the Trust is
subject to an expense guarantee limitation, if the aggregate expenses of the
Fund in any fiscal year exceed the specified expense limitation ratios for that
year (calculated on a daily basis), Adviser agrees to waive such portion of its
advisory fee in excess of the limitation, but such waiver shall not exceed the
full amount of the advisory fee for such year except as may be elected by
Adviser and all other normal expenses and charges, but shall exclude interest,
taxes, brokerage fees on Fund transactions, fees and expenses incurred in
connection with the distribution of Trust shares, and extraordinary expenses
including litigation expenses. In the event any amounts are so contributed by
Adviser to the Trust, the Trust agrees to reimburse Adviser, provided that such
reimbursement does not result in increasing the Trust's aggregate expenses above
the aforementioned expense limitation ratios.
3. Expenses
The Adviser shall pay all of its expenses arising from the performance of
its obligations under this Agreement and shall pay any salaries, fees and
expenses of the Board of Trustees and any officers of the Trust who are
employees of the Adviser. The Adviser shall not be required to pay any other
expenses of the Trust, including, but not limited to direct charges relating to
the purchase and sale of Fund securities, interest charges, fees and expenses of
independent attorneys and auditors, taxes and governmental fees, cost of stock
certificates and any other expenses (including clerical expenses) of issue, sale
repurchase or redemption of shares, expenses of registering and qualifying
shares for sale, expenses of printing and distributing reports and notices to
shareholders, expenses of data processing and related services, shareholder
recordkeeping and shareholder account service, expenses of printing and filing
reports and other documents filed with governmental agencies, expenses of
printing and distributing Prospectuses, fees and disbursements of transfer
agents and custodians, expenses of disbursing dividends and distributions, fees
and expenses of members of the Board of Trustees who are not employees of the
Adviser or its affiliates, membership dues in the investment company trade
association, insurance premium and extraordinary expenses such as litigation
expenses.
4. Compensation
As compensation for services performed and the facilities and personnel
provided by the Adviser under this Agreement, the Trust will pay to the Adviser,
a fee, accrued daily and payable monthly on the average daily net assets in the
Fund, in accordance with Schedule B.
Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to the
proportion which such period bears to the full month.
5. Purchase and Sale of Securities
The Adviser shall purchase securities from or through and sell securities
to or through such persons, brokers or dealers as the Adviser shall deem
appropriate to carry out the policies with respect to Fund transactions as set
forth in the Trust's Registration Statement and its current Prospectus or
Statement of Additional Information, as amended from time to time, or as the
Board of Trustees may direct from time to time.
Nothing herein shall prohibit the Board of Trustees from approving the
payment by the Trust of additional compensation to others for consulting
services, supplemental research and security, and economic analysis.
6. Term of Agreement
This Agreement will become effective as to the Fund upon execution or, if
later, the date that initial capital for the Fund is first provided to it. If
approved by the affirmative vote of a majority of the outstanding voting
securities (as defined by the Act) of the Fund with respect to such Fund, voting
separately from any other Fund of the Trust, this Agreement shall continue in
full force and effect with respect to such Fund for two years from the date
thereof and thereafter from year to year, provided such continuance is approved
at least annually (i) by the Board of Trustees by vote cast in person at a
meeting called for the purpose of voting on such renewal, or by the vote of a
majority of the outstanding voting securities (as defined by the Act) of such
Fund with respect to which renewal is effected, and (ii) by a majority of the
non-interested members of the Board of Trustees by a vote cast in person at a
meeting called for the purpose of voting on such renewal. Any approval of this
Agreement or the renewal thereof with respect to the Fund by the vote of a
majority of the outstanding voting securities of the Fund, or by the Board of
Trustees which shall include a majority of the non-interested members of the
Board of Trustees, shall be effective to continue this Agreement with respect to
the Fund notwithstanding (a) that this Agreement or the renewal thereof has not
been so approved as to any other Fund, or (b) that this Agreement or the renewal
thereof has not been so approved by the vote of a majority of the outstanding
voting securities of the Trust as a whole.
7. Termination
This Agreement may be terminated at any time as to the Fund, without
payment of any penalty, by the Board of Trustees or by the vote of a majority of
the outstanding voting securities (as defined in the Act) of such Fund on sixty
(60) days' written notice to the Adviser. Similarly, the Adviser may terminate
this Agreement without penalty on like notice to the Trust provided, however,
that this Agreement may not be terminated by the Adviser unless another
investment advisory agreement has been approved by the Trust in accordance with
the Act, or after six months' written notice, whichever is earlier. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the Act).
8. Reports
The Adviser shall report to the Board of Trustees, or to any committee or
officers of the Trust acting pursuant to the authority of the Board of Trustees,
at such times and in such detail as shall be reasonable and as the Board of
Trustees may deem appropriate in order to enable the Board of Trustees to
determine that the investment policies of the Fund are being observed and
implemented and that the obligations of the Adviser under this Agreement are
being fulfilled. Any investment program undertaken by the Adviser pursuant to
this Agreement and any other activities undertaken by the Adviser on behalf of
the Trust shall at all times be subject to any directives of the Board of
Trustees or any duly constituted committee or officer of the Trust acting
pursuant to the authority of the Board of Trustees.
The Adviser shall furnish all such information as may reasonably be
necessary for the Board of Trustees to evaluate the terms of this Agreement.
9. Records
The Trust is responsible for maintaining and preserving for such period or
periods as the Securities and Exchange Commission may prescribe by rules and
regulations, such accounts, books and other documents that constitute the
records forming the basis for all reports, including financial statements
required to be filed pursuant to the Act and for the Trust's auditor's
certification relating thereto. The Trust and the Adviser agree that in
furtherance of the recordkeeping responsibilities of the Trust under Section 31
of the Act and the rules thereunder, the Adviser will maintain records and
ledgers and will preserve such records in the form and for the period prescribed
in Rule 31a-2 of the Act for the Fund.
The Adviser and the Trust agree that all accounts, book and other records
maintained and reserved by each as required hereby shall be subject at any time,
and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Trust's auditors,
the Trust or any representative of the Trust, or any governmental agency or
other instrumentality having regulatory authority over the Trust. It is
expressly understood and agreed that the books and records maintained by the
Adviser on behalf of the Fund shall, at all times, remain the property of the
Trust.
10. Liability and Indemnification
In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties ("disabling conduct") hereunder on
the part of the Adviser (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity affiliated with
Adviser), Adviser shall not be subject to liability to the Trust or to any
shareholder of the Trust for any act or omission in the course of, or connected
with, rendering services hereunder including, without limitation, any error of
judgment or mistake of law or for any loss suffered by any of them in connection
with the matters to which this Agreement relates, except to the extent specified
in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services. Except for such
disabling conduct or liability incurred under Section 36(b) of the Act, the
Trust shall indemnify Adviser (and its officer, directors, agents, employees,
controlling person, shareholders and any other person or entity affiliated with
Adviser) from any liability arising from Adviser's conduct under this Agreement.
Indemnification to Adviser or any of its personnel or affiliates shall be
made when (i) a final decision on the merits is rendered by a court or other
body before whom the proceeding was brought, that the person to be indemnified
was not liable by reason of disabling conduct or Section 36(b) or, (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct, by (a) the vote of a majority of a quorum of Board of
Trustees who are neither "interested persons" of the Trust as defined in Section
2(a)(19) of the Act nor parties to the proceeding ("disinterested, non-party
members of the Board of Trustees"), or (b) an independent legal counsel in a
written opinion. The Trust may, by vote of a majority of the disinterested,
non-party members of the Board of Trustees, advance attorneys' fees or other
expenses incurred by officers, members of the Board of Trustees, investment
advisers or principal underwriters, in defending a proceeding upon the
undertaking by or on behalf of the person to be indemnified to repay the advance
unless it is ultimately determined that such person is entitled to
indemnification. Such advance shall be subject to at least one of the following:
(1) the person to be indemnified shall provide a security for the undertaking,
(2) the Trust shall be insured against losses arising by reason of any lawful
advances, or (3) a majority of a quorum of the disinterested, non-party members
of the Board of Trustees, or an independent legal counsel in a written opinion
shall determine, based on a review of readily available facts, that there is
reason to believe that the person to be indemnified ultimately will be found
entitled to indemnification.
11. Miscellaneous
Anything herein to the contrary notwithstanding, this Agreement shall not
be construed to require, or to impose any duty upon either of the parties, to do
anything in violation of any applicable laws or regulations.
A copy of the Declaration of the Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the members of the Board of Trustees as
members of the Board of Trustees, and is not binding upon any of the members of
the Board of Trustees, officers, or shareholders of the Trust individually but
binding only upon the assets and property of the Trust. With respect to any
claim by the Adviser for recovery of that portion of the investment management
fee (or any other liability of the Trust arising hereunder) allocated to the
Fund, whether in accordance with the express terms hereof or otherwise, the
Adviser shall have recourse solely against the assets of the Fund to satisfy
such claim and shall have no recourse against the assets of any other Fund for
such purpose.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
JNL INVESTORS SERIES TRUST
Attest: ______________________ By:
--------------------------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Secretary President
XXXXXXX NATIONAL ASSET MANAGEMENT, LLC
Attest: ____________________ By:
--------------------------------------------
Xxxxx X. Xxxx Xxxx X. Xxxxx
Secretary Chief Financial Officer
SCHEDULE A
DATED JANUARY 31, 2001
(Fund)
JNL Money Market Fund
SCHEDULE B
DATED JANUARY 31, 2001
(Compensation)
JNL Money Market Fund
Average Daily Net Assets Annual Rate
------------------------ -----------
All assets .25%
