EX-99.d2 ADVSR CONTR
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of ___ day of _________, 2000, by and between
JACKSON NATIONAL FINANCIAL SERVICES, LLC, a Michigan limited liability company
and registered investment adviser ("Adviser"), and PPM AMERICA, INC., a Delaware
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the JNL Investors Series
Trust (the "Trust"), an open-end management investment company registered under
the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the investment portfolio of the Trust
listed on Schedule A hereto (the "Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on the terms set
forth in this Agreement. Sub-Adviser accepts such appointments and agrees to
furnish the services herein set forth for the compensation herein provided.
2. Delivery of Documents. Adviser has or will furnish Sub-Adviser with
copies properly certified or authenticated of each of the following:
(a) the Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on ________,
2000, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to time
be amended or restated, is herein called the "Declaration of Trust");
(b) the Trust's By-Laws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;
(d) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the
"SEC") and all amendments thereto;
(e) the Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (" 1933 Act") and under the 1940 Act
as filed with the SEC and all amendments thereto insofar as such
Registration Statement and such amendments relate to the Fund; and
(f) the Trust's most recent prospectus and Statement of Additional
Information for the Fund (collectively called the "Prospectus").
Adviser will furnish the Sub-Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will furnish an investment program in
respect of, and make investment decisions for, all assets of the Fund and place
all orders for the purchase and sale of securities, all on behalf of the Fund.
In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties
to the Fund (as set forth below), and will monitor the Fund's investments, and
will comply with the provisions of Trust's Declaration of Trust and By-Laws, as
amended from time to time, and the stated investment objectives, policies and
restrictions of the Fund. Sub-Adviser and Adviser will each make its officers
and employees available to the other from time to time at reasonable times to
review investment policies of the Fund and to consult with each other regarding
the investment affairs of the Fund. Sub-Adviser will report to the Board of
Trustees and to Adviser with respect to the implementation of such program.
Sub-Adviser is responsible for compliance with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, applicable to the Fund.
The Sub-Adviser further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects and in
addition will conduct its activities under this Agreement in accordance
with any applicable regulations of any governmental authority
pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Sub-Adviser will attempt
to obtain the best combination of prompt execution of orders in an
effective manner and at the most favorable price. Consistent with this
obligation, when the execution and price offered by two or more brokers
or dealers are comparable Sub-Adviser may, in its discretion, purchase
and sell portfolio securities to and from brokers and dealers who
provide the Sub-Adviser with research advice and other services. In no
instance will portfolio securities be purchased from or sold to the
Adviser, Sub-Adviser or any affiliated person of either the Trust,
Adviser, or Sub-Adviser, except as may be permitted under the 1940 Act;
(d) will report regularly to Adviser and to the Board of Trustees and
will make appropriate persons available for the purpose of reviewing
with representatives of Adviser and the Board of Trustees on a regular
basis at reasonable times the management of the Fund, including,
without limitation, review of the general investment strategies of the
Fund, the performance of the Fund in relation to standard industry
indices, interest rate considerations and general conditions affecting
the marketplace and will provide various other reports from time to
time as reasonably requested by Adviser;
(e) will prepare and maintain such books and records with respect to
the Fund's securities transactions and will furnish Adviser and Trust's
Board of Trustees such periodic and special reports as the Board or
Adviser may request;
(f) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder;
(g) will treat confidentially and as proprietary information of Trust
all such records and other information relative to Trust maintained by
the Sub-Adviser, and will not use such records and information for any
purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing
by Trust, which approval shall not be unreasonably withheld and may not
be withheld where the Sub-Adviser may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested
by Trust;
(h) will receive the research and recommendations of Adviser with
respect to the investment and reinvestment of the assets of the Fund;
and
(i) will vote proxies received in connection with securities held by
the Fund consistent with its fiduciary duties hereunder.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commission, if
any) purchased for the Fund.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under the
1940 Act.
6. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with Schedule B hereto. From
time to time, the Sub-Adviser may agree to waive or reduce some or all of the
compensation to which it is entitled under this Agreement.
7. Services to Others. Adviser understands, and has advised the
Trust's Board of Trustees, that Sub-Adviser now acts, or may in the future act,
as an investment adviser to fiduciary and other managed accounts, and as
investment adviser or sub-investment adviser to other investment companies.
Adviser has no objection to Sub-Adviser acting in such capacities, provided that
whenever the funds and one or more other investment advisory clients of
Sub-Adviser have available Fund for investment, investments suitable and
appropriate for each will be allocated in a manner believed by Sub-Adviser to be
equitable to each. Adviser recognizes, and has advised Trust's Board of
Trustees, that in some cases this procedure may adversely affect the size of the
position that the participating Fund may obtain in a particular security. In
addition, Adviser understands, and has advised Trust's Board of Trustees, that
the persons employed by Sub-Adviser to assist in Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement will be deemed to limit or restrict the right of Sub-Adviser
or any of its affiliates to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
8. Limitation of Liability. Adviser will not take any action against
Sub-Adviser to hold Sub-Adviser liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the performance of
Sub-Adviser's duties under this Agreement, except for a loss resulting from
Sub-Adviser's willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
9. Indemnification. Adviser and the Sub-Adviser each agree to
indemnify the other against any claim against, loss or liability to such other
party (including reasonable attorneys' fees) arising out of any action on the
part of the indemnifying party which constitutes willful misfeasance, bad faith
or gross negligence.
10. Duration and Termination. This Agreement will become effective upon
execution and, unless sooner terminated as provided herein, will continue in
effect for two years from such date.
Thereafter, if not terminated as to a Fund, this Agreement will
continue in effect as to a Fund for successive periods of 12 months, provided
that such continuation is specifically approved at least annually by the Trust's
Board of Trustees or by vote of a majority of the outstanding voting securities
of such Fund. Notwithstanding the foregoing, this Agreement may be terminated as
to the Fund at any time, without the payment of any penalty, on sixty days'
written notice by the Trust or by Adviser or on ninety days' written notice by
the Sub-Adviser. This Agreement will immediately terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities", "interested persons" and "assignment" have the same meaning
of such terms in the 1940 Act.)
11 . Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
12. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
13. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will be binding upon
and shall inure to the benefit of the parties hereto.
The name "JNL Investors Series Trust" and "Trustees of JNL Investors
Series Trust" refer respectively to the Trust created by, and the Trustees, as
trustees but not individually or personally, acting from time to time under the
Declaration of Trust, to which reference is hereby made and a copy of which is
on file at the office of the Secretary of State of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of the "JNL Investors
Series Trust" entered in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually but only in such capacities
and are not binding upon any of the Trustees, Shareholders or representatives of
Trust personally, but bind only the assets of Trust, and persons dealing with
the Fund must look solely to the assets of Trust belonging to such Fund for the
enforcement of any claims against Trust.
14. Applicable Law. This Agreement shall be construed in accordance
with applicable federal law and the laws of the State of Michigan.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Agreement to be executed as of the day and year first above written.
JACKSON NATIONAL FINANCIAL SERVICES, LLC
By:
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Name: Andrew B. Hopping
Title: President
PPM AMERICA, INC.
By:
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Name:
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Title:
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<PAGE>
SCHEDULE A
(Fund)
JNL Money Market Fund
<PAGE>
SCHEDULE B
(Compensation)
JNL Money Market Fund
Average Daily Net Assets Annual Rate
$0 to $200 Million .10%
Amounts over $200 Million .07%
