EX-99.h ADMIN AGRMT
ADMINISTRATION AGREEMENT
This Agreement is made as of __________, 2000, between JNL Investors Series
Trust, a Massachusetts business trust ("Trust"), and Xxxxxxx National Financial
Services, 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 a Fund ("Fund"), with the Fund having its own assets and investment
policies; and
WHEREAS, the Trust desires to retain the Administrator to furnish administrative
services to the Fund listed in Schedule A attached hereto, and to such other
Fund 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 the Fund which is subject to this Agreement and all agreements and actions
described herein to be made or taken by the 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 the Fund's
business and affairs and shall provide such services required for effective
administration of the Fund as are not provided by employees or other agents
engaged by the Fund; provided, that the Administrator shall not have any
obligation to provide under this Agreement any direct or indirect services to
the Fund's shareholders, any services related to the distribution of the Fund's
shares, or any other services that are the subject of a separate agreement or
arrangement between the 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
the Fund, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Fund's needs;
1.1.2 Personnel. Provide, without remuneration from or other cost to
the Fund, the services of individuals competent to perform all of the Fund's
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 the Fund in selecting and coordinating the
activities of the other agents engaged by the Fund, including the Fund's
custodian, independent auditors and legal counsel;
1.1.4 Board of 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 the Fund;
1.1.5 Books and Records. Ensure that all financial, accounting and
other records required to be maintained and preserved by the 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 the Fund to shareholders of the 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 THE FUND
2.1 Expenses to Be Paid by the Administrator. If the Administrator pays or
assumes any expenses of the Trust or the 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 the 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;
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
the 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
the Fund;
2.1.4 Prospectuses. All expenses of preparing, setting in type,
printing and mailing annual or more frequent revisions of the Fund's Prospectus
and SAI and any supplements thereto and of supplying them to shareholders of the
Fund and Account holders;
2.1.5 Pricing and Fund Valuation. All expenses of computing the Fund's
NAV per share, including any equipment or services obtained for the purpose of
pricing shares or valuing the Fund's investment fund;
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, Fund accounting services agent, or other agent
engaged by the Fund;
2.1.7 Legal and Accounting Fees. All charges for services and expenses
of the Fund's legal counsel and independent auditors;
2.1.8 Trustees' Fees and Expenses. All compensation of Board of
Trustees, all expenses incurred in connection with such Trustees' services as
Board of Trustees, and all other expenses of meetings of the Board of Trustees
or committees thereof;
2.1.9 Shareholder Meetings. All expenses incidental to holding meetings
of shareholders, including the printing of notices and proxy materials, and
proxy solicitation therefor;
2.1.10 Bonding and Insurance. All expenses of bond, liability, and
other insurance coverage required by law or regulation or deemed advisable by
the Board of 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 Board of Trustees;
2.1.11 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;
2.1.12 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. The Fund shall bear all expenses of its
operation, except those specifically allocated to the Administrator 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 the Fund in a manner approved by the Board of Trustees of the Trust
("Board of Trustees"). Subject to any separate agreement or arrangement between
the Trust of the Fund and the Administrator, the expenses hereby allocated to
the Fund, and not to the Administrator, include, but are not limited to:
2.2.1 Federal Registration Fees. All fees and expenses of registering
and maintaining the registration of the Trust and the Fund under the 1940 Act
and the registration of the Fund's shares under the Securities Act of 1933 (the
"1933 Act");
2.2.2 State Registration Fees. All fees and expenses of qualifying and
maintaining the qualification of the Trust and the Fund and of the Fund's shares
for sale under securities laws of various states or jurisdictions, and of
registration and qualification of the Fund under all other laws applicable to
the Fund or its business activities (including registering the Fund as a
broker-dealer, or any officer of the Fund or any person, as agent or salesman of
the Fund in any state), if applicable;
2.2.3 Brokerage Commissions. All brokers' commissions and other charges
incident to the purchase, sale or lending of the Fund's securities;
2.2.4 Taxes. All taxes or governmental fees payable by or with respect
to the Fund to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
2.2.5 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 the Fund may incur as
a result of its legal obligation to provide indemnification to the Trust's
officers, Board of Trustees and agents;
2.2.6 Investment Advisory Services. Any fees and expenses for
investment advisory services that may be incurred or contracted for by the Fund.
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 the Fund under this
Agreement, the 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. The daily fee accruals for the Fund shall be computed
by multiplying the fraction of one divided by the number of days in the calendar
year by the applicable annual administration fee rate (as set forth in Schedule
B hereto), and multiplying the product by the NAV of the Fund, determined in the
manner set forth in the Fund's then-current Prospectus, as of the close of
business on the last preceding business day on which the Fund's NAV was
determined.
4. OWNERSHIP OF RECORDS
All records required to be maintained and preserved by the 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 the Fund are the property of the 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
The 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 THE FUND
The Administrator shall prepare and furnish to the Fund such reports,
statistical data and other information in such form and at such intervals as the
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 the Fund or to any of the
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 the Fund (which approval will not be unreasonably withheld and may
not be withheld by the Fund where the Administrator advises the Fund that it may
be exposed to civil or criminal contempt proceeding or other penalties for
failure to comply with the request) or (b) whenever requested in writing to do
so by the Fund.
9. THE ADMINISTRATOR'S ACTIONS IN RELIANCE ON THE FUND'S INSTRUCTIONS, LEGAL
OPINIONS, ETC.; THE FUND'S 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 the 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 the 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 the
Fund by the Administrator, the 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 the 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 the Fund for performance of
this Agreement by the Trust on behalf of the Fund, and neither the Board of
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
The 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 the Fund; or (ii) any action taken
or omission to act committed by the Administrator in the performance of its
obligations hereunder with respect to the 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 the 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 the Fund hereunder, the Administrator shall give the 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 the Fund and hold it harmless from and against
any and all losses, damages and expenses, including reasonable attorneys' fees
and expenses, incurred by the Fund which result form (i) the Administrator's
failure to comply with the terms of this Agreement with respect to the Fund; or
(ii) the Administrator's lack of good faith in performing its obligations
hereunder with respect to the Fund; or (iii) the Administrator's negligence or
misconduct or its employees, agents or contractors in connection herewith with
respect to the Fund. The Fund shall not be entitled to such indemnification in
respect of actions or omissions constituting negligence or misconduct on the
part of the 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, the 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 the 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 Board of 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 the Fund listed in Schedule A on the date hereof and, unless sooner
terminated as hereinafter provided, this Agreement shall remain in effect
through August 10, 2002. With respect to the Fund added by execution of an
Addendum to Schedule A, the term of this Agreement shall begin on the date of
such execution and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect to the date two years after such execution.
Thereafter, in each case this Agreement shall continue in effect with respect to
the Fund from year to year, subject to the termination provisions and all other
terms and conditions hereof; provided, such continuance with respect to the Fund
is approved at least annually by vote or written consent of the Board of
Trustees, including a majority of the Board of Trustees who are not interested
persons of either party hereto ("Disinterested Board of Trustees"); and provided
further, that neither party has terminated the Agreement in accordance with
Section 17. The Administrator shall furnish the 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.
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 the Fund (i) by resolution of the Board of Trustees, including the
vote or written consent of a majority of the Disinterested Board of Trustees, or
(ii) by vote of a majority of the outstanding voting securities of the Fund.
This Agreement shall terminate automatically and immediately in the event of its
assignment; provided, that with the consent of the Fund, the Administrator may
subcontract to another person any of its responsibilities with respect to the
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 the Fund, such action
shall have been authorized (i) by resolution of the Board of Trustees, including
the vote or written consent of the Disinterested Board of Trustees, or (ii) by
vote of a majority of the outstanding voting securities of the Fund.
18. USE OF NAME
The Fund hereby agrees that if the Administrator shall at any time for any
reason cease to serve as administrator to the Fund, the Fund shall, if and when
requested by the Administrator, thereafter refrain from using the name "Xxxxxxx
National Financial Services, LLC" or the initials "JNFS" in connection with its
business or activities, and the foregoing agreement of the 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 Illinois,
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 Michigan.
21. CAPTIONS
The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any 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 affixes, as of the day and year first above written.
JNL INVESTORS SERIES TRUST
Attest: By:
------------------------------- ------------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Secretary President
XXXXXXX NATIONAL FINANCIAL
SERVICES, LLC
Attest: By:
-------------------------------- ------------------------------
Xxxxx Xxxx Xxxx X. Xxxxx
Secretary Chief Financial Officer
SCHEDULE A
DATED
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JNL Money Market Fund
SCHEDULE B
DATED
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Fund Fee
JNL Money Market Fund (Institutional Class) .10%
JNL Money Market Fund (Service Class) .20%
