SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
JNL Series Trust
______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Blazzard, Grodd & Hasenauer, P.C.
______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
JNL SERIES TRUST
JNL CAPITAL GROWTH SERIES
JNL AGGRESSIVE GROWTH SERIES
JNL GLOBAL EQUITIES SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 24, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of JNL Series Trust, a Massachusetts business trust
("Trust"), will be held at the offices of Jackson National Life Insurance
Company, 5901 Executive Drive, Lansing, Michigan 48911 on July 24, 1996, at
9:30 a.m., local time, to consider and act upon the following proposals and to
transact such other business as may properly come before the Meeting or any
adjournments thereof.
1. To approve an Amendment to the Investment Sub-Advisory Agreement between
Jackson National Financial Services, Inc. and Janus Capital Corporation, with
respect to a proposed increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL Global Equities
Series.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only Shareholders of record at the close of business on June 14, 1996, the
record date for this Meeting, shall be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE: FOR THE APPROVAL OF THE
AMENDMENT TO THE SUB-ADVISORY AGREEMENT.
By Order of the Board of Trustees,
June 18, 1996
Lansing, Michigan THOMAS J. MEYER
Secretary
JNL SERIES TRUST
JNL CAPITAL GROWTH SERIES
JNL AGGRESSIVE GROWTH SERIES
JNL GLOBAL EQUITIES SERIES
5901 EXECUTIVE DRIVE, LANSING, MICHIGAN 48911
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JULY 24, 1996
The enclosed proxy is being solicited by and on behalf of the Board of
Trustees (the "Trustees" or "Board") of JNL Series Trust, a Massachusetts
business trust ("Trust"), of which the JNL Capital Growth Series, JNL
Aggressive Growth Series and JNL Global Equities Series (each a "Series" [and
collectively the "Series"]), are separate series. This proxy is for use at a
Special Meeting ("Meeting") of shareholders ("Shareholders") of each Series to
be held jointly at the offices of Jackson National Life Insurance Company,
5901 Executive Drive, Lansing, Michigan 48911, on July 24, 1996, at 9:30
a.m., local time, or any adjournments thereof, for the purposes set forth in
the accompanying Notice of Special Meeting of Shareholders (the "Notice"). The
Notice, this Proxy Statement, and the accompanying proxy card(s) were first
mailed to Shareholders on or about June 18, 1996.
The Trustees have fixed the close of business on June 14, 1996 as the record
date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the Trust entitled to vote at the Meeting.
Shareholders on the Record Date will be entitled to one vote for each full
Share held and to a proportionate fractional vote for each fractional Share.
As of the Record Date, there were ________________ Shares of the JNL Capital
Growth Series, ________________ Shares of the JNL Aggressive Growth Series and
_______________ Shares of the JNL Global Equities Series.
VOTING
The Agreement and Declaration of Trust for the JNL Series Trust dated June 1,
1994 (the "Declaration of Trust") provides that thirty percent of the
aggregate number of Shares in any series that are entitled to vote shall be
necessary to constitute a quorum for the transaction of business by that
series at a Shareholders' meeting.
The Declaration of Trust further provides that Shares may be voted in person
or by proxy. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to
the exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the
challenger. At all meetings of Shareholders, unless inspectors of election
have been appointed, all questions relating to the qualification of voters and
the validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting. Unless otherwise specified in the
proxy, the proxy shall apply to all Shares of each series of the Trust owned
by the Shareholder.
Shares which represent interests in a particular series of the Trust vote
separately on those matters which pertain only to that series. The voting
requirement for passage of a particular proposal depends on the nature of the
particular proposal. With respect to Proposal 1, a vote of the "majority of
the outstanding voting securities" of a series, which shall mean the lesser of
(i) 67% or more of the Shares of the series entitled to vote thereon present
in person or by proxy at the Meeting if holders of more than 50% of the
outstanding Shares of the series are present in person or represented by
proxy, or (ii) more than 50% of the outstanding Shares of the series, is
necessary to approve the Amendment to the Investment Sub-Advisory Agreement
("Sub-Advisory Agreement") between Jackson National Financial Services, Inc.
(the "Adviser")and Janus Capital Corporation (the "Sub-Adviser").
The Trust was established to be used exclusively as the underlying investment
for certain variable annuity contracts ("Variable Contracts") to be issued by
Jackson National Life Insurance Company ("Jackson National Life"). All shares
of each Series of the Trust are owned by Jackson National Life. Pursuant to
current interpretations of the Investment Company Act of 1940, as amended (the
"1940 Act"), Jackson National Life will solicit voting instructions from
owners of Variable Contracts with respect to matters to be acted upon at the
Meeting. All Shares of each Series of the Trust will be voted by Jackson
National Life in accordance with voting instructions received from such
Variable Contract owners. Jackson National Life will vote all of the Shares
which it is entitled to vote in the same proportion as the voting instructions
given by Variable Contract owners, on the issues presented, including Shares
which are attributable to Jackson National Life's interest in the Trust.
Jackson National Life has fixed the close of business on July 19, 1996, as the
last day on which voting instructions will be accepted.
The costs of the Meeting will be paid by the Sub-Adviser. This Proxy is
solicited by the Trustees.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE: FOR THE APPROVAL OF THE
AMENDMENT TO THE SUB-ADVISORY AGREEMENT.
The Trust knows of no business other than that described in Proposals one and
two of the Notice which will be presented for consideration at the Meeting.
If any other matters are properly presented, it is the intention of the
persons named as proxies to vote proxies in accordance with their best
judgment. In the event a quorum is present at the Meeting but sufficient
votes to approve any of the Proposals are not received, the persons named as
proxies may propose one or more adjournments of such Meeting to permit further
solicitation of proxies provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of Shareholders
based on a consideration of all relevant factors, including the nature of the
relevant proposal, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities
and the nature of the reasons for such further solicitation.
This Proxy Statement and the accompanying form of proxy will first be mailed
to Shareholders on or about June 18, 1996.
PROPOSAL 1. TO APPROVE AN AMENDMENT TO THE INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN JACKSON NATIONAL FINANCIAL SERVICES, INC. AND JANUS CAPITAL
CORPORATION, WITH RESPECT TO A PROPOSED INCREASE IN THE SUB-ADVISORY
FEE FOR THE JNL CAPITAL GROWTH SERIES, JNL AGGRESSIVE GROWTH SERIES
AND THE JNL GLOBAL EQUITIES SERIES
IF APPROVED BY SHAREHOLDERS, THE AMENDMENT TO THE SUB-ADVISORY AGREEMENT WILL
INCREASE THE COMPENSATION PAID TO THE SUB-ADVISER BUT WILL HAVE NO EFFECT ON
THE TOTAL INVESTMENT ADVISORY FEE PAID BY THE TRUST WITH RESPECT TO THE
SERIES. A copy of the Sub-Advisory Agreement is attached as Exhibit A hereto
and a copy of the proposed Amendment to the Sub-Advisory Agreement is attached
as Exhibit B hereto.
INFORMATION REGARDING THE AMENDMENT TO THE SUB-ADVISORY AGREEMENT
The Adviser serves as investment adviser to the JNL Capital Growth Series, the
JNL Aggressive Growth Series and the JNL Global Equities Series of the Trust
pursuant to the Investment Advisory and Management Agreement, dated August 17,
1995 (the "Investment Advisory Agreement"). The Adviser's address is 5901
Executive Drive, Lansing, Michigan 48911. Under the Investment Advisory
Agreement, the Adviser may delegate certain of its duties to a sub-adviser or
sub-advisers. The Investment Advisory Agreement further provides that the
Adviser is solely responsible for payment of any fees or other charges arising
from such delegation.
Pursuant to an Investment Sub-Advisory Agreement dated February 28, 1995, the
Sub-Adviser furnishes sub-investment advisory services with respect to the JNL
Capital Growth Series, the JNL Aggressive Growth Series and the JNL Global
Equities Series.
The Sub-Adviser is a Colorado corporation with principal offices at 100
Fillmore Street, Denver, Colorado 80206. The Sub-Adviser is a registered
investment adviser with more than $39 billion in assets under management.
Kansas City Southern Industries ("KCSI") owns approximately 83% of the
outstanding voting stock of the Sub-Adviser, most of which it acquired in
1984. KCSI is a publicly traded holding company whose primary subsidiaries
are engaged in transportation and financial services. Thomas H. Bailey,
President and Chairman of the Board of the Sub-Adviser, owns approximately 12%
of the voting stock and, by agreement with KCSI, selects a majority of the
Sub-Adviser's board of directors.
The proposed Amendment to the Sub-Advisory Agreement (the "Amendment") will
increase the amount of fees paid to the Sub-Adviser for its services under the
Sub-Advisory Agreement.
Currently, the Adviser pays the Sub-Adviser a sub-advisory fee accrued daily
and payable monthly at the following annual rates shown in the table below
based on the average daily net assets of the JNL Capital Growth Series, JNL
Aggressive Growth Series and JNL Global Equities Series.
CURRENT FEE SCHEDULE
<TABLE>
<CAPTION>
<S> <C>
AVERAGE DAILY NET ASSETS ANNUAL RATE
$ 0 to $50 million .60%
$ 50 to $150 million .55%
$ 150 to $300 million .45%
$ 300 to $500 million .40%
Over $500 million .40%
</TABLE>
Pursuant to the terms of the Amendment, as full compensation for its services
under the Sub-Advisory Agreement, the Adviser will pay the Sub-Adviser a
sub-advisory fee accrued daily and payable monthly at the following annual
rates shown in the table below based on the average daily net assets of the
JNL Capital Growth Series, JNL Aggressive Growth Series and JNL Global
Equities Series.
PROPOSED FEE SCHEDULE
<TABLE>
<CAPTION>
<S> <C>
AVERAGE DAILY NET ASSETS Annual Rate
$ 0 to $100 Million .55%
$ 100 Million to $500 Million .50%
Amounts over $500 Million .45%
</TABLE>
The aggregate amount of compensation paid by the Adviser to the Sub-Adviser
for its services for the period May 15, 1995 (commencement of operations)
through March 31, 1996 was $129,884. The amount that the Sub-Adviser would
have received had the proposed fee been in effect during such period is
$119,060.
The following table illustrates the existing fee and a pro-forma fee
which would have been paid pursuant to the proposed fee for each of the
three Series for the year ended March 31, 1996:
<TABLE>
<CAPTION>
<S> <C> <C>
PRO FORMA FEE BASED ON
NAME OF SERIES CURRENT FEE PROPOSED FEE RATE
JNL Capital Growth Series _______ ________
JNL Aggressive Growth Series _______ ________
JNL Global Equities Series _______ ________
</TABLE>
There will be no change in the overall advisory fee charged to each of the
three Series which are sub-advised by the Sub-Adviser. The Trustees believe
that the proposed compensation schedule is fair and reasonable for the
services being provided by the Sub-Adviser to the three Series. If approved,
the proposed fee schedule will become effective on or about August 1, 1996.
The proposed fee schedule is comparable to fees charged by the Sub-Adviser for
other mutual funds which it sub-advises, in connection with other variable
insurance products. The following is a summary of rates charged by the
Sub-Adviser to insurance products funds with objectives similar to those of
the Series:
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF FUND FEE RATE
COMPLEXES
One fund complex $ 0 to $100 million .60%
$ 100 million to $500 million .55%
Over $500 million .45%
Four fund complexes $ 0 to $100 million .60%
Over $100 million .55%
</TABLE>
BOARD OF TRUSTEES' EVALUATION
The Board, including the non-interested Trustees, has determined that the
approval of the Amendment to the Sub-Advisory Agreement on behalf of the Trust
will enable the Trust to continue to obtain services of high quality at costs
deemed appropriate, reasonable and in the best interests of the Trust and its
Shareholders.
The Board, at its May 23, 1996 meeting, reviewed the proposed fee schedule for
the Sub-Adviser. The Trustees were also presented with materials containing
detailed fee schedules of other comparable accounts managed by the
Sub-Adviser, including other investment companies.
In evaluating the Amendment to the Sub-Advisory Agreement, the Board took into
account the following factors: (i) the qualifications of the Sub-Adviser to
provide investment advisory services, including the credentials and investment
experience of its officers and employees; (ii) the range of services provided
by the Sub-Adviser and (iii) the appropriateness of the sub-advisory fees.
Based upon its review, the Board concluded that the Amendment to the
Sub-Advisory Agreement is in the best interest of the Trust and the Trust's
Shareholders. Accordingly, after consideration of the above factors, and such
other factors and information that it deemed relevant, the Board, including
the non-interested Trustees, unanimously approved the Amendment to the
Sub-Advisory Agreement and voted to recommend its approval to the Shareholders
of the Trust.
REQUIRED VOTE
Approval of the Amendment to the Sub-Advisory Agreement requires the vote of a
majority of the outstanding Shares of a Series as described under "Voting"
herein. If the Amendment to the Sub-Advisory Agreement is not approved, the
Trustees of the Trust will formulate or consider alternative plans with regard
to the provision of sub-advisory services to the Series.
______________________________________________
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 1
_____________________________________________
SUBSTANTIAL SHAREHOLDERS
As of the Record Date, Jackson National Separate Account - I, a separate
account of Jackson National Life, was known to the Board of Trustees and the
management of the Trust to own of record 100% of the Shares. On that date, the
Officers and Trustees of the Trust together owned no Variable Contracts.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Trust's Annual Report to Shareholders, which includes audited financial
statements of the Trust as of March 31, 1996, may be obtained without charge
by calling (800) 322-8257 or writing to the JNL Series Trust Service Center,
P.O. Box 25127, Lansing, MI 48909.
OTHER BUSINESS
The Trustees know of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of the
persons therein designated.
All Shareholders are urged to mark, date, sign and return the Proxy Card
in the enclosed envelope, which requires no postage if mailed in the United
States.
By Order of the Board of Trustees,
Thomas J. Meyer
Secretary
Dated: June ___, 1996
Lansing, Michigan
Exhibit A
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of February 28, 1995, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and JANUS CAPITAL CORPORATION, a Colorado
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the JNL 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 portfolios of the Trust
listed on Schedule A hereto (each a "Fund" and collectively the "Funds").
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 Funds 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 and Information.
(a) Adviser has furnished Sub-Adviser with copies properly certified or
authenticated of each of the following:
(i) the Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of The Commonwealth of Massachusetts on June 1, 1994, 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");
(ii) the Trust's By-Laws and amendments thereto;
(iii) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement and resolutions of the
Trust's Board of Trustees which may affect the duties of Adviser or
Sub-Adviser;
(iv) 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;
(v) 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 Funds (the "Registration
Statement");
(vi) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (collectively called the "Prospectus"); and
(vii) a copy of the Trust's agreement with the Custodian (the
"Custodian") designated to hold the assets in the Trust and any modification
to such agreement (the "Custody Agreement"). The Funds' assets shall be
maintained in the custody of the Custodian and in accordance with the Custody
Agreement. Any assets added to the Funds shall be delivered directly to the
Custodian. Sub-Adviser shall have no liability for the acts or omissions of
the Custodian.
(b) Adviser also will furnish the Sub-Adviser from time to time
with the following:
(i) copies of all amendments of or supplements to the documents set
forth in Section 2(a) above, before or at the time the amendments or
supplements become effective:
(ii) timely information regarding such matters as the composition of
assets in the Funds, cash requirements and cash available for investment in
the Funds, and any information as may be reasonably necessary for Sub-Adviser
to perform its responsibilities in connection with this Agreement, including
without limitation, information relating to Adviser's liquidity procedures,
cross-trade procedures and any other procedures;
(iii) certified copies of any financial statements or reports prepared
for the Trust, including the Funds, by certified or independent public
accountants, and copies of any financial statements or reports made by the
Funds to their shareholders or to any governmental body or securities
exchange; and
(iv) any further materials or information which Sub-Adviser may
reasonably request to enable it to perform its functions under this Agreement.
3. Management. Subject always to the supervision of Trust's Board of
Trustees and the Adviser, Sub-Adviser will have exclusive authority to furnish
an investment program in respect of, and to make investment decisions for, all
assets of the Funds and without prior consultation with the Adviser, to buy,
sell, lend, and otherwise trade in any stocks, bonds, and other securities and
investment instruments on behalf of the Funds, and except as otherwise
provided in this Agreement, without regard to the length of time the
securities and investment instruments have been held and the resulting rate of
portfolio turnover or any tax considerations. Subject to the investment
objectives, policies, and restrictions concerning the Funds set forth in the
Declaration of Trust and By-Laws and in the Registration Statement, the Funds
may be invested in such proportions of stocks, bonds, other securities or
investment instruments, or cash as Sub-Adviser shall determine. In the
performance of its duties, Sub-Adviser will monitor the Funds' 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 Funds. Sub-Adviser and Adviser will each be
available to the other from time to time at reasonable times to review
investment policies of the Funds and to consult with each other regarding the
investment affairs of the Funds. 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 Funds.
Sub-Adviser represents the following:
(a) Sub-Adviser is a corporation duly organized, validly existing and in
good standing as a corporation under the laws of the State of Colorado.
(b) Sub-Adviser has all requisite corporate power and authority under the
laws of Colorado and federal securities laws to execute deliver. and perform
this Agreement.
(c) All necessary corporate proceedings of Sub-Adviser have been duly
taken to authorize the execution, delivery and performance of this Agreement
by Sub-Adviser.
(d) Sub-Adviser is a registered investment adviser under the Investment
Adviser's Act of 1940.
(e) Sub-Adviser will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission in all material respects.
(f) Sub-Adviser will place orders pursuant to its investment
determinations for the Funds either directly with the issuer or with any
broker or dealer selected by Sub-Adviser. Purchase or sell orders for the
Funds may be aggregated with contemporaneous purchase or sell orders of other
clients of Sub-Adviser. 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, 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. Sub-Adviser may pay a
broker or dealer a commission for effecting a securities transaction in excess
of the commission or dealer spread another broker or dealer would have charged
for effecting that transaction if Sub-Adviser determines in good faith that
such commission was reasonable in relation to the value of the brokerage and
research products and/or services provided by such broker or dealer. This
determination, with respect to brokerage and research services or products,
may be viewed in terms of either that particular transaction or the overall
responsibilities which Sub-Adviser and its affiliates have with respect to the
funds and to accounts over which they exercise investment discretion, and not
all such services or products may be used by Sub-Adviser in managing the
Funds. Portfolio securities may be purchased from or sold to the Adviser,
Sub-Adviser or any affiliated person of either the Trust, Adviser, or
Sub-Adviser. as may be permitted under the 1940 Act.
(g) Sub-Adviser will report regularly to Adviser and to the Board of
Trustees and will be 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 Funds, including, without limitation,
review of the general investment strategies of the Funds, the performance of
the Funds 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.
(h) Sub-Adviser will prepare and maintain such books and records with
respect to the Funds' securities transactions and will furnish Adviser and
Trust's Board of Trustees such periodic and special reports as may be mutually
agreed upon. The preparation and filing of Schedule 13G and Form 13F on
behalf of the Funds shall be the responsibility of Sub-Adviser.
(i) Sub-Adviser 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 penalties or contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by Trust; and
(j) Sub-Adviser will vote proxies received in connection with securities
held by the Funds.
4. Representations of Adviser. Adviser represents the following:
(a) Adviser is a corporation duly organized, validly existing, and in
good standing as a corporation under the laws of Delaware.
(b) Adviser has all requisite corporate power and authority under the
laws of Delaware and under federal securities laws to execute. deliver and
perform this Agreement.
(c) All necessary corporate proceedings of Adviser and the Funds have
been duly taken to authorize the execution, delivery and performance of this
Agreement by Adviser.
(d) Adviser is a registered investment adviser under the Investment
Adviser's Act of 1940.
(e) Adviser has received a copy of Sub-Adviser's most recent Form ADV as
filed with the SEC.
5. Confidentiality and Proprietary Rights. Adviser will not directly,
or indirectly, and will not permit its employees, officers, directors, agents,
contractors, and the Funds to, in any form or by any means, use, disclose, or
furnish, to any person or entity, records or information concerning the
business of Sub-Adviser, except as necessary for the performance of its duties
under this Agreement or its Investment Management Agreement with the Trust.
Sub-Adviser is the sole owner of the name and mark "[anus." Adviser shall
not, and shall use its best efforts to cause the Funds not to, without prior
written consent of Sub-Adviser, use the name and mark "Janus" or make
representations regarding the Sub-Adviser or its affiliates. Upon termination
of this Agreement for any reason, Investment Manager shall immediately cease,
and shall use its best efforts to cause the Funds to immediately cease, all
use of any Janus mark.
6. Expenses. Adviser shall assume and pay all its organizational,
operational, and business expenses not specifically assumed or agreed to be
paid by Sub-Adviser pursuant to this Agreement, including, without limitation,
(a) interest and taxes; (b) brokerage commissions and other costs in
connection with the purchase or sale of securities or other investment
instruments with respect to the Funds; and (c) custodian fees and expenses.
Any reimbursement of advisory fees required by any expense limitation
provision and any liability arising out of a violation of Section 36(b) of the
1940 Act shall be the sole responsibility of Adviser. Adviser and Sub- Adviser
shall not be considered as partners or participants in a joint venture.
Sub-Adviser will pay its own expenses for the services to be provided pursuant
to this Agreement to the extent not assumed by Adviser above, and will not be
obligated to pay any expenses of Adviser, the Trust, or the Funds. Subject to
the foregoing, during the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this
Agreement.
7. Books and Records. In compliance with the requirements of Rule 31
a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records
maintained and preserved pursuant to the provisions of Rules 31 a-1 and 31 a-2
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
Sub-Adviser under the 1940 Act.
8. 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.
9. 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 funds for investment, investments selected 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(s) 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.
This Agreement shall not in any way limit or restrict Sub-Adviser, its
affiliates, or any of its directors, officers, employees, or agents from
buying, selling, or trading any securities or other investment instruments for
its or their own account or for the account of others for whom it or they may
be acting. Sub-Adviser shall for purposes of this Agreement be deemed to be an
independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Funds or Adviser in any way or
otherwise be deemed an agent of the Funds or Adviser other than in furtherance
of its duties and responsibilities set forth in this Agreement. Sub-Adviser
shall not be subject to any written code of ethics adopted pursuant to Rule
17j-l(b) of the 1940 Act, unless such code is specifically adopted by Sub-
Adviser.
10. Limitation of Liability. Except as may otherwise be provided by
federal securities laws, 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, including, without limitation, any
loss in connection with pricing, 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.
Adviser and the Funds shall hold harmless and indemnify Sub-Adviser for
any loss, liability, cost, damage, or expense (including reasonable attorneys'
fees and costs) relating to the Funds arising from any claim or demand by any
past or present shareholder of the Funds that is not based upon the activities
provided by Sub-Adviser pursuant to this Agreement. Adviser acknowledges and
agrees that Sub-Adviser makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved
by the Funds or that the Funds will perform comparably with any standard or
index, including other clients of Sub-Adviser, whether public or private.
11. 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.
12. 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 in the manner required
by the 1940 Act and the rules and regulations thereunder. Notwithstanding the
foregoing, this Agreement may be terminated as to a Fund at any time, without
the payment of any penalty, on sixty days' written notice to Sub-Adviser by
the Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of such Fund. This Agreement may also be terminated as to a
Fund at any time, without the payment of any penalty, on ninety days' written
notice by the Adviser or 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.)
13. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated, except as required by applicable
law, and only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
14. 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.
15. 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 Series Trust" and "Trustees of JNL 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 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.
16. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the substantive 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, INC.
By: /s/ JOHN A. KNUTSON
-------------------
Name: John A. Knutson
-------------------
Title: President
-------------------
JANUS CAPITAL CORPORATION
By: /s/ STEPHEN L. STIENEKER
------------------------
Name: Stephen L. Stieneker
------------------------
Title: Assistant Vice President
------------------------
SCHEDULE A
(Funds)
JNL Capital Growth Series
JNL Aggressive Growth Series
JNL Global Equities Series
SCHEDULE B
(Compensation)
JNL Capital Growth Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ----------------------------- ------------
0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
- ----------------------------- ------------
</TABLE>
JNL Aggressive Growth Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ----------------------------- ------------
0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
</TABLE>
JNL Global Equities Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ----------------------------- ------------
0 to $50 Million: .60%
$50 Million to $150 Million: .55%
$150 Million to $300 Million: .45%
$300 Million to $500 Million: .40%
Amounts over $500 Million: .40%
</TABLE>
Exhibit B
AMENDMENT
TO INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
JANUS CAPITAL CORPORATION
AMENDMENT executed as of _______________, 1996, by and between JACKSON
NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and JANUS CAPITAL CORPORATION, a Colorado
corporation and registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser and Sub-Adviser entered into an Investment Sub-Advisory
Agreement executed as of February 28, 1995 ("Agreement"), whereby Adviser
appointed Sub-Adviser to provide certain sub-investment advisory services to
the investment portfolios of the JNL Series Trust; and
WHEREAS, the Agreement provides that the Adviser will pay the Sub-Adviser
for the services provided and the expenses assumed pursuant to the Agreement a
sub-advisory fee as set forth on Schedule B to the Agreement and the
Sub-Adviser agrees to accept such sub-advisory fee as full compensation for
such services and expenses; and
WHEREAS, the parties desire to change the sub-advisory fee.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree to amend the Agreement as follows:
1. Schedule B to the Agreement shall be amended and replaced with
Schedule B dated ___________, 1996, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this
Amendment to be executed as of the day and year first above written.
JACKSON NATIONAL FINANCIAL
SERVICES, INC.
By: __________________________
Name: /s/ JOHN A. KNUTSON
________________________
Title: President
_______________________
JANUS CAPITAL CORPORATION
By: __________________________
Name: ________________________
Title: _______________________
SCHEDULE B
DATED ___________________, 1996
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
JANUS CAPITAL CORPORATION
JNL Capital Growth Series
JNL Aggressive Growth Series
JNL Global Equities Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ---------------------------- ------------
0 to $100 Million .55%
$100 Million to $500 Million .50%
Amounts over $500 Million .45%
- ---------------------------- ------------
</TABLE>
PROXY
JNL CAPITAL GROWTH SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
JULY 24, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
JNL Capital Growth Series of JNL Series Trust ("Trust") hereby appoints
______________________________________________, or any one of them true and
lawful attorneys, with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on July 24, 1996 at the Offices of
Jackson National Life Insurance Company, 5901 Executive Drive, Lansing,
Michigan at 9:30 a.m., local time, and at any adjournment thereof ("Meeting"),
as follows:
1. To approve an Amendment to the Investment Sub-Advisory Agreement between
Jackson National Financial Services, Inc. and Janus Capital Corporation, with
respect to a proposed increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL Global Equities
Series.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
JNL CAPITAL GROWTH SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Series:
JACKSON NATIONAL SEPARATE ACCOUNT - I
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
JNL AGGRESSIVE GROWTH SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
JULY 24, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
JNL Aggressive Growth Series of JNL Series Trust ("Trust") hereby appoints
______________________________________________, or any one of them true and
lawful attorneys, with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on July 24, 1996 at the Offices of
Jackson National Life Insurance Company, 5901 Executive Drive, Lansing,
Michigan at 9:30 a.m., local time, and at any adjournment thereof ("Meeting"),
as follows:
1. To approve an Amendment to the Investment Sub-Advisory Agreement between
Jackson National Financial Services, Inc. and Janus Capital Corporation, with
respect to a proposed increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL Global Equities
Series.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
JNL AGGRESSIVE GROWTH SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Series:
JACKSON NATIONAL SEPARATE ACCOUNT - I
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
PROXY
JNL GLOBAL EQUITIES SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
JULY 24, 1996
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
JNL Global Equities Series of JNL Series Trust ("Trust") hereby appoints
______________________________________________, or any one of them true and
lawful attorneys, with power of substitution of each, to vote all shares
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders of the Trust to be held on July 24, 1996 at the Offices of
Jackson National Life Insurance Company, 5901 Executive Drive, Lansing,
Michigan at 9:30 a.m., local time, and at any adjournment thereof ("Meeting"),
as follows:
1. To approve an Amendment to the Investment Sub-Advisory Agreement between
Jackson National Financial Services, Inc. and Janus Capital Corporation, with
respect to a proposed increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL Global Equities
Series.
FOR ( ) AGAINST ( ) ABSTAIN ( )
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL
FOR WHICH NO CHOICE IS INDICATED.
Dated: ____________________, 1996
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
JNL GLOBAL EQUITIES SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Series:
JACKSON NATIONAL SEPARATE ACCOUNT - I
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
JNL CAPITAL GROWTH SERIES
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
JNL SERIES TRUST TO BE HELD ON JULY 24, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
JACKSON NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Jackson National Life Insurance Company (the
"Company") to vote all shares of the JNL Capital Growth Series of JNL
SERIES TRUST (the "Trust") represented by shares held by the undersigned at
a special meeting of shareholders of the Trust to be held at 9:30 a.m.,
local time, on July 24, 1996, at the offices of Jackson National Life
Insurance Company, 5901 Executive Drive, Lansing, Michigan and at any
adjournment thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 1. To approve an Amendment to the Sub-Advisory Agreement
between Jackson National Financial Services, Inc. and
Janus Capital Corporation, with respect to a proposed
increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL
Global Equities Series.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
JNL AGGRESSIVE GROWTH SERIES
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
JNL SERIES TRUST TO BE HELD ON JULY 24, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
JACKSON NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Jackson National Life Insurance Company (the
"Company") to vote all shares of the JNL Aggressive Growth Series
of JNL SERIES TRUST (the "Trust") represented by shares held by the
undersigned at a special meeting of shareholders of the Trust to be held at
9:30 a.m., local time, on July 24, 1996, at the offices of Jackson National
Life Insurance Company, 5901 Executive Drive, Lansing, Michigan and at any
adjournment thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 1. To approve an Amendment to the Sub-Advisory Agreement
between Jackson National Financial Services, Inc. and
Janus Capital Corporation, with respect to a proposed
increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL
Global Equities Series.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
JNL GLOBAL EQUITIES SERIES
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
JNL SERIES TRUST TO BE HELD ON JULY 24, 1996
INSTRUCTIONS SOLICITED ON BEHALF OF
JACKSON NATIONAL LIFE INSURANCE COMPANY
The undersigned hereby instructs Jackson National Life Insurance Company (the
"Company") to vote all shares of the JNL Global Equities Series
of JNL SERIES TRUST (the "Trust") represented by shares held by the
undersigned at a special meeting of shareholders of the Trust to be held at
9:30 a.m., local time, on July 24, 1996, at the offices of Jackson National
Life Insurance Company, 5901 Executive Drive, Lansing, Michigan and at any
adjournment thereof, as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
[ ] [ ] [ ] 1. To approve an Amendment to the Sub-Advisory Agreement
between Jackson National Financial Services, Inc. and
Janus Capital Corporation, with respect to a proposed
increase in the sub-advisory fee for the JNL Capital
Growth Series, JNL Aggressive Growth Series and the JNL
Global Equities Series.
</TABLE>
IMPORTANT: Please sign on the reverse side.
INSTRUCTIONS SOLICITED ON BEHALF OF JACKSON NATIONAL LIFE INSURANCE COMPANY
JACKSON NATIONAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF THE
CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR ANY PROPOSAL FOR WHICH
NO CHOICE IS INDICATED.
RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY
STATEMENT IS HEREBY ACKNOWLEDGED.
IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,
THE COMPANY SHALL VOTE FOR ALL PROPOSALS. IF THIS INSTRUCTION CARD IS NOT
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Dated:______________________________________, 1996
__________________________________________________
Signature(s)
__________________________________________________
Signature (of joint owner, if any)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing
as attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title as such. If signing on
behalf of a corporation, please sign full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please
sign the partnership name and your name. Joint owners should each sign this
proxy. Please sign, date and return.
