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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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] No fee required.
[ ] 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/PHOENIX INVESTMENT COUNSEL BALANCED SERIES
JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES
PPM AMERICA/JNL VALUE EQUITY SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
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 Best Western Governor's Inn, 6133 South Pennsylvania,
Lansing, Michigan 48911 on April 24, 1997, 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. a. To approve a change in sub-adviser for the JNL/Phoenix Investment
Counsel Balanced Series and a proposed Amendment to the Sub-Advisory Agreement
between Jackson National Financial Services, Inc. (the "Adviser") and PPM
America, Inc.;
b. To approve a change in sub-adviser for the JNL/Phoenix Investment Counsel
Growth Series, a proposed Sub-Advisory Agreement between the Adviser and Putnam
Investment Management, Inc. and a proposed Amendment to the Amended Investment
Advisory and Management Agreement between the Trust and the Adviser which
provides for a fee increase at certain breakpoints for the Growth Series;
c. To approve a change in sub-adviser for the PPM America/JNL Value Equity
Series, a proposed Sub-Advisory Agreement between the Adviser and Putnam
Investment Management, Inc. and a proposed Amendment to the Amended Investment
Advisory and Management Agreement between the Trust and the Adviser which
provides for a fee increase at certain breakpoints for the Value Equity 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 March 3, 1997, 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 A CHANGE IN SUB-ADVISER FOR THE JNL/PHOENIX INVESTMENT
COUNSEL BALANCED SERIES AND A PROPOSED AMENDMENT TO THE SUB-ADVISORY AGREEMENT
BETWEEN JACKSON NATIONAL FINANCIAL SERVICES, INC. (THE "ADVISER") AND PPM
AMERICA, INC.;
THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE JNL/PHOENIX INVESTMENT COUNSEL
GROWTH SERIES, THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE ADVISER AND
PUTNAM INVESTMENT MANAGEMENT, INC. AND THE PROPOSED AMENDMENT TO THE INVESTMENT
ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE TRUST AND THE ADVISER WHICH
PROVIDES FOR A FEE INCREASE AT CERTAIN BREAKPOINTS; AND
THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE PPM AMERICA/JNL VALUE EQUITY
SERIES, THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE ADVISER AND PUTNAM
INVESTMENT MANAGEMENT, INC. AND THE PROPOSED AMENDMENT TO THE INVESTMENT
ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE TRUST AND THE ADVISER WHICH
PROVIDES FOR A FEE INCREASE AT CERTAIN BREAKPOINTS.
By Order of the Board of Trustees,
March __, 1997
Lansing, Michigan THOMAS J. MEYER
Secretary
JNL SERIES TRUST
JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES
JNL/PHOENIX INVESTMENT COUNSEL GROWTH SERIES
PPM AMERICA/JNL VALUE EQUITY SERIES
5901 EXECUTIVE DRIVE, LANSING, MICHIGAN 48911
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
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/Phoenix Investment Counsel Balanced Series,
JNL/Phoenix Investment Counsel Growth Series and PPM America/JNL Value Equity
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 Best Western
Governor's Inn, 6133 South Pennsylvania, Lansing, Michigan 48911, on April 24,
1997, 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 March____, 1997.
The Trustees have fixed the close of business on March 3, 1997 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/Phoenix
Investment Counsel Balanced Series, ________________ Shares of the JNL/Phoenix
Investment Counsel Growth Series and ________________ Shares of the PPM
America/JNL Value Equity Series outstanding.
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 each
of the proposals.
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 April 22, 1997, as the last day on which voting
instructions will be accepted.
The costs of the Meeting will be paid by Jackson National Life. This Proxy is
solicited by the Trustees.
THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE:
FOR THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE JNL/PHOENIX INVESTMENT
COUNSEL BALANCED SERIES AND A PROPOSED AMENDMENT TO THE SUB-ADVISORY AGREEMENT
BETWEEN JACKSON NATIONAL FINANCIAL SERVICES, INC. (THE "ADVISER") AND PPM
AMERICA, INC.; FOR THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE JNL/PHOENIX
INVESTMENT COUNSEL GROWTH SERIES, THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN
THE ADVISER AND PUTNAM INVESTMENT MANAGEMENT, INC. AND THE PROPOSED AMENDMENT TO
THE AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE TRUST AND
THE ADVISER WHICH PROVIDES FOR A FEE INCREASE AT CERTAIN BREAKPOINTS; AND FOR
THE APPROVAL OF A CHANGE IN SUB-ADVISER FOR THE PPM AMERICA/JNL VALUE EQUITY
SERIES, THE PROPOSED SUB-ADVISORY AGREEMENT BETWEEN THE ADVISER AND PUTNAM
INVESTMENT MANAGEMENT, INC. AND THE PROPOSED AMENDMENT TO THE AMENDED INVESTMENT
ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE TRUST AND THE ADVISER WHICH
PROVIDES FOR A FEE INCREASE AT CERTAIN BREAKPOINTS.
The Trust knows of no business other than that described in Proposals 1 and 2 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 March ___, 1997.
PROXY SUMMARY TABLE
<TABLE>
<CAPTION>
BALANCED GROWTH VALUE EQUITY
PROPOSALS SERIES SERIES SERIES
- --------- ------ ------ ------------
<S> <C> <C> <C>
1.a. To approve a change in sub-adviser for the JNL/Phoenix X
Investment Counsel Balanced Series and a proposed
Amendment to the Sub-Advisory Agreement between
Jackson National Financial Services, Inc. (the
"Adviser") and PPM America, Inc.;
b. To approve a change in sub-adviser for the JNL/Phoenix X
Investment Counsel Growth Series, a proposed Sub-
Advisory Agreement between the Adviser and Putnam
Investment Management, Inc. and a proposed Amendment to
the Amended Investment Advisory and Management
Agreement between the Trust and the Adviser which
provides for a fee increase at certain breakpoints;
c. To approve a change in sub-adviser for the PPM X
America/JNL Value Equity Series, a proposed Sub-
Advisory Agreement between the Adviser and Putnam
Investment Management, Inc. and a proposed Amendment to
the Amended Investment Advisory and Management
Agreement between the Trust and the Adviser which
provides for a fee increase at certain breakpoints;
2. To transact such other business as may properly come X X X
before the meeting or any adjournment thereof.
</TABLE>
PROPOSAL 1A.
TO APPROVE A CHANGE IN SUB-ADVISER FOR THE JNL/PHOENIX INVESTMENT COUNSEL
BALANCED SERIES ("BALANCED SERIES") AND A PROPOSED AMENDMENT TO THE SUB-ADVISORY
AGREEMENT BETWEEN JACKSON NATIONAL FINANCIAL SERVICES, INC. (THE "ADVISER") AND
PPM AMERICA, INC.
A copy of the proposed Amendment to the Sub-Advisory Agreement between the
Adviser and PPM America, Inc. ("PPM") (the "PPM Amendment") and the Investment
Sub-Advisory Agreement dated February 17, 1995 between the Adviser and PPM are
attached as Exhibit A hereto.
INFORMATION REGARDING THE PPM AMENDMENT
The Adviser serves as investment adviser to the Trust pursuant to the Amended
Investment Advisory and Management Agreement, dated August 17, 1995 (the
"Investment Advisory Agreement") attached hereto as Exhibit B. 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 17, 1995, PPM
currently furnishes sub-investment advisory services with respect to the PPM
America/JNL Value Equity Series, the PPM America/JNL High Yield Bond Series and
the PPM America/JNL Money Market Series of the Trust. The proposed PPM Amendment
provides that PPM will act as sub-adviser to the Balanced Series effective May
1, 1997. The current sub-adviser for the Balanced Series is Phoenix Investment
Counsel, Inc. ("Phoenix"). If approved, the name of this Series would be changed
to PPM America/JNL Balanced Series effective May 1, 1997.
PPM is a Delaware corporation with principal offices at 225 West Wacker Drive,
Chicago, IL 60606. The Sub-Adviser is a registered investment adviser with more
than $32 billion in assets under management as of December 31, 1996. PPM, an
affiliate of the Adviser, is a wholly owned subsidiary of Prudential Portfolio
Managers Ltd., ("PPM Ltd.") an investment management company engaged in global
money management, which is in turn wholly owned by Prudential Corporation plc.
PPM Ltd. and its subsidiaries manage over $150 billion in various currencies and
markets.
The following table sets forth certain information concerning executive officers
and directors of PPM America, Inc. who are each located at 225 West Wacker
Drive, Chicago, IL:
<TABLE>
<CAPTION>
<S> <C>
POSITION WITH PPM
EXECUTIVE OFFICERS AND PRINCIPAL OCCUPATION:
- ------------------------ -----------------------------------
Russell William Swansen President and Director
Mark Bernard Mandich Vice President, Treasurer, Director
and Chief Compliance Officer
Fred John Stark III Senior Vice President, Secretary,
General Counsel and Director
</TABLE>
The proposed PPM Amendment will decrease the amount of fees which are currently
paid by the Adviser to the sub-adviser of the Balanced Series as indicated in
the table below.
<TABLE>
<CAPTION>
NAME OF SERIES CURRENT SUB-ADVISORY FEE PROPOSED SUB-ADVISORY FEE
- -------------------- ----------------------------------------- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 to $50 to $150 to $300 Over $0 to $50 to $150 to $300 to Over
(*M - MILLION) $50 M $150 M $300 M $500 M $500 M $50 M $150 M $300 M $500 M $500 M
- -------------- ----- ------ ------- ------ ------ ----- ------ ------ ------ ------
Balanced Series.. .50% .40% .30% .25% .20% .25% .20% .175% .15% .125%
</TABLE>
There will be no change in the rates of compensation for services rendered by
PPM in connection with the PPM America/JNL High Yield Bond Series and the PPM
America/JNL Money Market Series.
The aggregate amount of compensation paid by the Adviser to the sub-adviser of
the Balanced Series for its services for the period January 1, 1996 through
December 31, 1996 was $62,628.20. The amount that the Adviser would have paid
had the proposed fee been in effect during such period is $31,314.13.
There will be a decrease in the overall advisory fee charged to the Balanced
Series. The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by PPM to the Series. If approved,
the proposed fee schedule will become effective on or about May 1, 1997.
PROPOSALS 1.B. AND C.
TO APPROVE A CHANGE IN SUB-ADVISER FOR THE JNL/PHOENIX INVESTMENT COUNSEL
GROWTH SERIES ("GROWTH SERIES"), A CHANGE IN SUB-ADVISER FOR THE PPM AMERICA/JNL
VALUE EQUITY SERIES ("VALUE EQUITY SERIES"), A PROPOSED SUB-ADVISORY AGREEMENT
BETWEEN THE ADVISER AND PUTNAM INVESTMENT MANAGEMENT, INC. AND A PROPOSED
AMENDMENT TO THE AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN
THE TRUST AND THE ADVISER WHICH PROVIDES FOR A FEE INCREASE AT CERTAIN
BREAKPOINTS.
A copy of the proposed Sub-Advisory Agreement between the Adviser and Putnam
Investment Management, Inc. ("Putnam") is attached as Exhibit C hereto (the
"Putnam Sub-Advisory Agreement").
INFORMATION REGARDING THE PUTNAM SUB-ADVISORY AGREEMENT
Pursuant to the terms of the proposed Putnam Sub-Advisory Agreement, Putnam
shall be responsible for the day to day investment management of the Growth
Series and the Value Equity Series. The Putnam Sub-Advisory Agreement provides
that Putnam shall make investment decisions for the respective Series and place
orders on behalf of each of the Series to effect investment decisions in
accordance with each Series' investment objectives and related policies, subject
to the oversight and supervision of the Adviser and the policies of the Trust's
Board of Trustees.
Putnam is a Massachusetts corporation with principal offices at One Post Office
Square, Boston MA 02109. Putnam is a registered investment adviser. Putnam and
its affiliates had approximately $173 billion in assets under management as of
December 31, 1996. Putnam is a subsidiary of Putnam Investment , Inc., which is
wholly owned by Marsh & McLennan Companies, Inc., a publicly-owned holding
company whose principal businesses are international insurance and reinsurance,
brokerage, employee benefit consulting and investment management.
The following table sets forth certain information concerning executive officers
and directors of Putnam who are each located at One Post Office Square, Boston,
MA:
<TABLE>
<CAPTION>
<S> <C>
EXECUTIVE OFFICERS POSITION WITH PUTNAM AND PRINCIPAL OCCUPATION
- ----------------------- ----------------------------------------------
Lawrence J. Lasser President and Director; Chief Executive Officer
of Putnam Investments, Inc. and its subsidiaries
George Putnam Director; Chairman and President of the Putnam
Funds
Gordon H. Silver Director; Senior Managing Director of Putnam
Investments
</TABLE>
As compensation for its services, the Adviser would pay Putnam a fee computed
separately for each of the Series it sub-advises. The fee for each Series is
stated as an annual percentage of the current value of the net assets of such
Series. The proposed Putnam Sub-Advisory Agreement will increase the amount of
fees which are currently paid by the Adviser to the sub-adviser of the Growth
Series and the Value Equity Series. The following schedule indicates the
proposed fees the Adviser would be obligated to pay Putnam out of the advisory
fee it receives from each Series compared to the current sub-advisory fee
arrangements:
<TABLE>
<CAPTION>
NAME OF SERIES CURRENT SUB-ADVISORY FEE PROPOSED SUB-ADVISORY FEE
- ---------------------- --------------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 to $50 to $150 to $300 to Over $0 to $50 to $150 to $300 to Over
(*M -- MILLION) $50 M $150 M $300 M $500 M $500 M $50 M $150 M $300 M $500 M $500 M
- --------------- ----- ------ ------ ------ ---- ----- ------ ------ ------ ------
Growth .50% .40% .30% .25% .20% .50% .50% .45% .35% .35%
Series........
Value Equity .25% .20% .175% .15% .125% .50% .50% .45% .35% .35%
Series..
</TABLE>
The current sub-adviser for the Growth Series is Phoenix and the current
sub-adviser for the Value Equity Series is PPM. If approved, the names of the
Series would be changed to JNL/Putnam Growth Series and JNL/Putnam Value Equity
Series effective May 1, 1997.
The aggregate amount of compensation paid by the Adviser to Phoenix for its
services to the Growth Series for the period January 1, 1996 through December
31, 1996 was $44,864.01. The aggregate amount of compensation paid by the
Adviser to PPM for its services to the Value Equity Series for the period
January 1, 1996 through December 31, 1996 was $20,808.35. The amount that the
Adviser would have paid had the proposed fees been in effect during such period
is $44,864.01 for the Growth Series and $41,616.70 for the Value Equity Series.
The proposed fee schedule is comparable to fees charged by Putnam for other
mutual funds which it advises, including fees in connection with other variable
insurance products. The following is a summary of rates charged by Putnam for
its services as adviser to mutual funds with objectives similar to those of the
Series which would represent no change in compensation paid for the Growth
Series and a 50% increase in compensation paid for the Value Equity Series:
<TABLE>
<CAPTION>
NAME OF FUND ASSET SIZE ANNUAL FEE RATE
(as of 1/31/97)
- ------------------------------------ ---------------- ----------------------
<S> <C> <C>
COMPARABLE TO VALUE EQUITY SERIES
Putnam Equity Income Fund $ 894,856,000 0.65% 1st $500 million
("Equity Income Fund") 0.55% next $500 million
0.50% next $500 million
0.45% over $1.5 billion
The Putnam Fund for Growth $23,953,630,000 0.65% 1st $500 million
and Income 0.55% next $500 million
0.50% next $500 million
0.45% next $5 billion
0.425% next $5 billion
0.405% next $ 5 billion
0.390% next $ 5 billion
0.380% thereafter
Putnam Growth and Income Fund II $ 1,642,815,000 same as Equity Income Fund
Putnam New Value Fund $ 484,503,000 0.70% 1st 500 million
("New Value Fund") 0.60% next $500 million
0.55% next $500 million
0.50% over $1.5 billion
Putnam Variable Trust -- Growth $ 6,049,256,000 same as New Value Fund and Income Fund
Fund
Putnam Variable Trust -- New Value $ 15,126,000 same as New Value Fund
Fund
COMPARABLE TO GROWTH SERIES
Putnam American Renaissance Fund $ 3,307,000 same as New Value Fund
Putnam Capital Appreciation Fund $ 681,048,000 same as Equity Income Fund
Putnam Investors Fund $ 1,617,248,000 same as Equity Income Fund
Putnam Vista Fund $ 3,091,859,000 same as Equity Income Fund
Putnam Variable Trust -- Vista $ 23,692,000 same as Equity Income Fund
Fund
</TABLE>
As Putnam provides a full range of administrative services to the funds noted
above in addition to portfolio management, Putnam does not consider the fees set
forth above to be directly comparable to the fees it will receive as sub-adviser
of the Value Equity and Growth Series.
Putnam also currently acts as sub-adviser to one mutual fund with investment
objectives and policies similar to the Growth Series:
<TABLE>
<CAPTION>
NAME OF FUND ASSET SIZE ANNUAL FEE RATE
(as of 1/31/97)
- ----------------------------- ---------------- -------------------
<S> <C> <C>
COMPARABLE TO GROWTH SERIES
Allmerica Investment Trust -- $ 228,457,000 0.50% 1st $50 million
Select Growth Fund 0.45% next $100 million
0.35% next $100 million
0.30% next $100 million
0.25% over $350 million
</TABLE>
DESCRIPTION OF THE AMENDMENT TO THE INVESTMENT ADVISORY AND MANAGEMENT
AGREEMENT ("ADVISORY AMENDMENT")
As stated above, the Adviser serves as investment adviser to the Trust pursuant
to the Investment Advisory Agreement. A copy of the proposed Advisory Amendment
is attached hereto as Exhibit D.
As compensation for its services, the Adviser receives a fee from the Trust
computed separately for each Series. The fee for each Series is stated as an
annual percentage of the current value of the net assets of the Series.
The proposed Advisory Amendment will increase the amount of fees which are
currently paid to the Adviser by the Trust for the Growth Series and the Value
Equity Series but will decrease the amount of fees currently paid to the Adviser
by the Trust for the Balanced Series as indicated in the table below.
<TABLE>
<CAPTION>
SERIES CURRENT ADVISORY FEE PROPOSED ADVISORY FEE
- -------------------- ------------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$0 to $50 to $150 to $300 to Over $0 to $50 to $150 to $300 to Over
(*M -- MILLION) $50 M $150 M $300 M $500 M $500 M $50 M $150 M $300 M $500 M $500 M
- --------------- ----- ------ ------ ------ ------ ----- ------ ------ ------ ----
Growth .90% .85% .80% .75% .70% .90% .90% .85% .80% .80%
Series........
Value Equity .75% .70% .675% .65% .625% .90% .90% .85% .80% .80%
Series..
Balanced .90% .80% .75% .70% .65% .75% .70% .675% .65% .625%
Series......
</TABLE>
The aggregate amount of compensation paid to the Adviser for its services for
the period January 1, 1996 through December 31, 1996 for each of the Series
indicated and the amount that the Adviser would have received had the proposed
fee been in effect during such period is set forth in the table below:
<TABLE>
<CAPTION>
SERIES Aggregate Fee Received Pro Forma Fee under Proposed Fee Schedule
- -------------------------- --------------------------- -----------------------------------------------
<S> <C> <C>
(*M -- MILLION)
Growth Series.......... $ 80,316.11 $80,316.11
Value Equity Series.... $ 62,062.79 $74,475.34
Balanced Series........ $112,117.21 $93,431.02
</TABLE>
The Trustees believe that the proposed compensation schedule is fair and
reasonable for the services to be provided by the Adviser to the Series. If
approved, the proposed fee schedule will become effective on May 1, 1997.
BOARD OF TRUSTEES' EVALUATION
The Board, including the non-interested Trustees, has determined that the
approval of the PPM Amendment, the Putnam Sub-Advisory Agreement and the
Advisory Amendment 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 February 20, 1997 meeting, reviewed the proposed fee schedules
for PPM, Putnam and the Adviser. The Trustees were also presented with materials
containing detailed fee schedules of other comparable accounts managed by PPM,
Putnam and other investment advisers, including other investment companies and
other mutual funds underlying insurance products.
In evaluating the PPM Amendment, the Putnam Sub-Advisory Agreement and the
Advisory Amendment, the Board took into account the following factors: (i) the
qualifications of PPM, Putnam and the Adviser to provide sub-advisory and
investment advisory services, including the credentials and investment
experience of their respective officers and employees; (ii) the range of
services provided by PPM, Putnam and the Adviser and (iii) the appropriateness
of the sub-advisory and advisory fees.
Based upon its review, the Board concluded that the PPM Amendment, the Putnam
Sub-Advisory Agreement and the Advisory Amendment are 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 a majority of the non-interested Trustees, approved the PPM
Amendment, the Putnam Sub-Advisory Agreement and the Advisory Amendment and
voted to recommend its approval to the Shareholders of the Trust.
REQUIRED VOTE
Approval of the PPM Amendment, the Putnam Sub-Advisory Agreement and the
Advisory Amendment (collectively referred to as the "Advisory Agreements")
requires the vote of a majority of the outstanding Shares of a Series as
described under "Voting" herein. If the Advisory Agreements are not approved,
the Trustees of the Trust will formulate or consider alternative plans with
regard to the provision of sub-advisory and advisory services to the Series.
SUBSTANTIAL SHAREHOLDERS
As of the Record Date, all of the Shares of the Trust were owned by Jackson
National Life and Jackson National Separate Account - I, a separate account of
Jackson National Life. Pursuant to variable annuity contracts issued to Variable
Contract owners, Jackson National Life has agreed to vote its shares in
proportion to and in the name instructed by Variable Contract owners. 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 December 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: March ___, 1997
Lansing, Michigan
EXHIBIT A
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
PPM AMERICA, INC.
AMENDMENT effective as of May 1, 1997, by and between JACKSON NATIONAL FINANCIAL
SERVICES, INC., a Delaware corporation and registered investment adviser
("Adviser"), and PPM AMERICA, INC., a Delaware corporation and registered
investment adviser ("Sub-Adviser").
WHEREAS, Adviser and Sub-Adviser entered into an Investment Sub-Advisory
Agreement executed as of February 17, 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, effective May 1, 1997, the Adviser desires to appoint Sub-Adviser to
provide and Sub-Adviser agrees to provide sub-investment advisory services to an
additional investment portfolio of the JNL Series Trust and to terminate the
Sub-Adviser's services with respect to an existing investment portfolio of the
JNL Series Trust.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereby agree to amend the Agreement as follows:
1. Schedule A to the Agreement shall be amended and replaced with Schedule
A dated May 1, 1997, attached hereto.
2. Schedule B to the Agreement shall be amended and replaced with Schedule
B dated May 1, 1997, attached hereto.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Amendment
to be executed as of this ____ day of ___________, 1997.
JACKSON NATIONAL FINANCIAL PPM AMERICA, INC.
SERVICES, INC.
By:_________________________________ By:_________________________________
Name: John A. Knutson Name:
------------------------------- -------------------------------
Title: President Title:
------------------------------ ------------------------------
SCHEDULE A
DATED MAY 1, 1997
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
PPM AMERICA, INC.
PPM America/JNL Balanced Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
SCHEDULE B
DATED MAY 1, 1997
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
JACKSON NATIONAL FINANCIAL SERVICES, INC.
AND
PPM AMERICA, INC.
PPM America/JNL Balanced Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ------------------------ -----------
$0 to $50 Million .25%
$50 Million to $150 Million .20%
$150 Million to $300 Million .175%
$300 Million to $500 Million .15%
Amounts over $500 Million .125%
</TABLE>
PPM America/JNL High Yield Bond Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ------------------------ -----------
$0 to $50 Million .25%
$50 Million to $150 Million .20%
$150 Million to $300 Million .175%
$300 Million to $500 Million .15%
Amounts over $500 Million .125%
</TABLE>
PPM America/JNL Money Market Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
- ------------------------ -----------
$0 to $50 Million .20%
$50 Million to $150 Million .15%
$150 Million to $300 Million .125%
$300 Million to $500 Million .10%
Amounts over $500 Million .075%
</TABLE>
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT executed as of February 17, 1995, by and between JACKSON NATIONAL
FINANCIAL SERVICES, INC., a Delaware Corporation 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 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. 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 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");
(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 Funds; and
(f) the Trust's most recent prospectus and Statement of Additional
Information for the Funds (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 Funds and place all orders
for the purchase and sale of securities, all on behalf of the Funds. In the
performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the
Fund (as set forth below), and will monitor the Funds' investments, and will
comply with the provisions of Trust's Declaration of Trust and By-Laws, as
amended form time to time, and the stated investment objectives, policies and
restrictions of the Funds. 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 Funds and to consult with each other regarding
the investment affairs of the Funds. 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 Funds.
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
Funds 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 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 form time to time as reasonably requested by Adviser;
(e) 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 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 Funds; and
(i) will vote proxies received in connection with securities held by the
Funds 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 Funds.
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
funds 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(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.
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
oaf reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provisions 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.
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, INC.
By: /S/ JOHN A. KNUTSON
------------------------------------------
Name: John A. Knutson
----------------------------------------
Title: President
---------------------------------------
PPM AMERICA, INC.
By: /S/ MARK MANDICH
-------------------------------------------
Name: Mark Mandich
-----------------------------------------
Title: Vice President Finance & Administration
---------------------------------------
SCHEDULE A
(Funds)
PPM America/JNL Value Equity Series
PPM America/JNL Money Market Series
PPM America/JNL High Yield Bond Series
SCHEDULE B
(Compensation)
PPM America/JNL Value Equity Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $50 Million: .25%
---
$50 Million to $150 Million: .20%
---
$150 Million to $300 Million: .175%
----
$300 Million to $500 Million: .15%
---
Amounts over $500 Million: .125%
----
</TABLE>
PPM America/JNL Money Market Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $50 Million: .20%
---
$50 Million to $150 Million: .15%
---
$150 Million to $300 Million: .125%
----
$300 Million to $500 Million: .10%
---
Amounts over $500 Million: .075%
----
</TABLE>
PPM America/JNL High Yield Bond Series
<TABLE>
<CAPTION>
<S> <C>
Average Daily Net Assets Annual Rate
------------------------ -----------
$0 to $50 Million: .25%
---
$50 Million to $150 Million: .20%
---
$150 Million to $300 Million: .175%
----
$300 Million to $500 Million: .15%
---
Amounts over $500 Million: .125%
----
</TABLE>
EXHIBIT B
AMENDED
INVESTMENT ADVISORY
AND
MANAGEMENT AGREEMENT
This AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is dated as of
August 17, 1995 between JNL Series Trust, a Massachusetts business trust (the
"Trust") and Jackson National Financial Services, Inc., a Delaware corporation
(the "Adviser").
WHEREAS, the Trust on behalf of each of its investment series desires to
retain Adviser to perform investment advisory and management services for the
JNL Capital Growth Series, JNL Aggressive Growth Series, JNL Global Equities
Series, JNL/Alger Growth Series, JNL/Phoenix Investment Counsel Balanced Series,
JNL/Phoenix Investment Counsel Growth Series, T. Rowe Price/JNL Established
Growth Series, T. Rowe Price/JNL Mid-Cap Growth Series, T. Rowe Price/JNL
International Equity Investment Series, Salomon Brothers/JNL U.S. Government &
Quality Bond Series, Salomon Brothers/JNL Global Bond Series, PPM America/JNL
Value Equity Series, PPM America/JNL Money Market Series, and PPM America/JNL
High Yield Bond Series, on the terms and conditions set forth herein; and
WHEREAS, the Adviser agrees to serve as the investment adviser and business
manager for each of the above investment series of the Trust on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the Trust and the Adviser agree
as follows:
1. Series
The Trust is authorized to issue shares in several separate investment
series, with each series representing interests in a separate pool of securities
and other assets (each series is hereinafter referred to as a "Series"), and
currently offers shares of 14 such Series, which are JNL Capital Growth Series,
JNL Aggressive Growth Series, JNL Global Equities Series, JNL/Alger Growth
Series, JNL/Phoenix Investment Counsel Balanced Series, JNL/Phoenix Investment
Counsel Growth Series, T. Rowe Price/JNL Established Growth Series, T. Rowe
Price/JNL Mid-Cap Growth Series, T. Rowe Price/JNL International Equity
Investment Series, Salomon Brothers/JNL U.S. Government & Quality Bond Series,
Salomon Brothers/JNL Global Bond Series, PPM America/JNL Value Equity Series,
PPM America/JNL High Yield Bond Series. It is recognized that additional Series
may be added or current Series may be deleted in the future.
2. Duties
The Adviser shall manage the affairs of the Trust including, but not
limited to, continuously providing the Trust with investment advice and business
management, including investment research, advice and supervision, determining
which securities shall be purchased or sold by each Series of the Trust,
effecting purchases and sales of securities on behalf of each Series (and
determining how voting and other rights with respect to securities owned by each
Series shall be exercised). The management of the Series by the Adviser shall be
subject to the control of the Trustees of the Trust (the "Trustees") and in
accordance with the objectives, policies and principles for each Series set
forth in the Trust's Registration Statement and its current Prospectus and
Statement of Additional Information, as amended from time to time, the
requirements of the Investment Company Act of 1940, as amended (the "Act") and
other applicable law, as well as to the factors affecting the Trust's status as
a regulated investment company under the Internal Revenue Code of 1986, as
amended, (the "Code") and the regulations thereunder and the status of variable
contracts under the diversification requirements set forth in Section 817(h) of
the Code and the regulations thereunder. In performing such duties, the Adviser
shall (i) provide such office space, bookkeeping, accounting, clerical,
secretarial, and administrative services (exclusive of, and in addition to, any
such service provided by any others retained by the Trust or any of its Series)
and such executive and other personnel as shall be necessary for the operations
of each Series, (ii) be responsible for the financial and accounting records
required to be maintained by each Series (including those maintained by the
Trust's custodian), and (iii) oversee the performance of services provided to
each Series by others including the custodian, transfer agent, shareholder
servicing agent and sub-adviser, if any. The Trust acknowledges that the Adviser
also acts as the investment adviser of other investment companies.
With respect to the PPM America/JNL Money Market Series, the Adviser hereby
accepts the responsibilities for making the determinations required by Rule 2a-7
under the Act to be made by the Trustees of the Trust and which are delegable by
the Trustees pursuant to Paragraph (e) of such Rule, to the extent that the
Trustees may hereinafter delegate such responsibilities to the Adviser.
The Adviser may delegate certain of its duties under this Agreement with
respect to a Series to s sub-adviser or sub-advisers, subject to the approval of
the Trustees and a Series' shareholders, as required by the Act. The Adviser is
solely responsible for payment of any fees or other charges arising from such
delegation and the Trust shall have no liability therefore.
To the extent required by the laws of any state in which the Trust is
subject to an expense guarantee limitation, if the aggregate expenses of any
Series in any fiscal year exceed the specified expense limitation ratios for
that year (calculated on a daily basis), Adviser agrees to waive such portion of
its advisory fee in excess of the limitation, but such waiver shall not exceed
the full amount of the advisory fee for such year except as may be elected by
Adviser in its discretion. For this purpose, aggregate expenses of a Series
shall include the compensation of Adviser and all other normal expenses and
charges, but shall exclude interest, taxes, brokerage fees on Series
transactions, fees and expenses incurred in connection with the distribution of
Trust shares, and extraordinary expenses including litigation expenses. In the
event any amounts are so contributed by Adviser to the Trust, the Trust agrees
to reimburse Adviser, provided that such reimbursement does not result in
increasing the Trust's aggregate expenses above the aforementioned expense
limitation ratios.
3. Expenses
The Adviser shall pay all of its expenses arising from the performance of
its obligations under this Agreement and shall pay any salaries, fees and
expenses of the Trustees and any officers of the Trust who are employees of the
Adviser. The Adviser shall not be required to pay any other expenses of the
Trust, including, but not limited to, direct charges relating to the purchase
and sale of Series securities, interest charges, fees and expenses of
independent attorneys and auditors, taxes and governmental fees, cost of stock
certificates and any other expenses (including clerical expenses) of issue, sale
repurchase or redemption of shares, expenses of registering and qualifying
shares for sale, expenses of printing and distributing reports and notices to
shareholders, expenses of data processing and related services, shareholder
record keeping and shareholder account service, expenses of printing and
distributing Prospectuses, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of Trustees who are not employees of the Adviser or its affiliates,
membership dues in the investment company trade association, insurance premiums
and extraordinary expenses such as litigation expenses.
4. Compensation
As compensation for services for performed and the facilities and personnel
provided by the Adviser under this Agreement, the Trust will pay to the Adviser,
promptly after the end of each month for the services rendered by the Adviser
during the preceding month, the sum of the following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
$0 to $50 to $150 to $300 to Over
(*M-Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ------ ------
JNL Capital Growth Series .95% .95% .90% .85% .85%
JNL Aggressive Growth Series .95% .95% .90% .85% .85%
JNL Global Equities Series 1.00% 1.00% .95% .90% .90%
JNL/Alger Growth Series .975% .975% .975% .95% .90%
JNL/Phoenix Investment Counsel .90% .80% .75% .70% .65%
Balanced Series
JNL/Phoenix Investment Counsel .90% .85% .80% .75% .70%
Growth Series
PPM America/JNL Value Equity Series .75% .70% .675% .65% .625%
PPM America/JNL Money Market Series .60% .60% .575% .55% .525%
PPM America/JNL High Yield .75% .70% .675% .65% .625%
Bond Series
Salomon Brothers/JNL Global .85% .85% .80% .80% .75%
Bond Series
Salomon Brothers/JNL U.S. .70% .70% .65% .60% .55%
Government & Quality Bond Series
T. Rowe Price/JNL Established .85% .85% .80% .80% .80%
Growth Series
T. Rowe Price/JNL Mid-Cap .95% .95% .90% .90% .90%
Growth Series
T. Rowe Price/JNL International 1.10% 1.05% 1.00% .95% .90%
Equity Investment Series
</TABLE>
The Adviser's fee shall be accrued daily at 1/365th (1/366 in leap years)
of the applicable annual rate set forth above. For the purposes of accruing
compensation, the net assets of the Series shall be determined in the manner and
on the dates set forth in the Prospectus of the Trust and, on days on which the
net assets are not determined, the net asset figure to be used shall be as
determined on the last preceding day on which the net assets shall have been
determined.
Upon any termination of this Agreement on a day other than the last day of
the month, the fee for the period from the beginning of the month in which
termination occurs to the date of termination shall be prorated according to the
proportion which such period bears to the full month.
5. Purchase and Sale of Securities
The Adviser shall purchase securities from or through and sell securities
to or through such persons, brokers or dealers as the Adviser shall deem
appropriate to carry out the policies with respect to Series transactions as set
forth in the Trust's Registration Statement and its current Prospectus or
Statement of Additional Information, as amended from time to time, or as the
Trustees may direct from time to time.
Nothing herein shall prohibit the Trustees from approving the payment by
the Trust of additional compensation to others for consulting services,
supplemental research and security, and economic analysis.
6. Term of Agreement
This Agreement shall continue in full force and effect with respect to each
Series of the Trust from the later of the effective date of the Registration
Statement under the Securities Act of 1933 for the variable annuity contracts
funded in Jackson National Separate Account - I or the date the contract is
approved by the shareholders of such Series as required by the Act. If approved
by the affirmative vote of a majority of the outstanding voting and securities
(as defined by the Act) of a Series with respect to such Series, voting
separately from any other Series of the Trust, this Agreement shall continue in
full force and effect with respect to such Series for two years from the date
thereof and thereafter from year to year provided such continuance is approved
at least annually (i) by the Trustees by a vote cast in person at a meeting
called for the purpose of voting on such renewal, or by the vote of a majority
of the outstanding voting securities (as defined by the Act) of such Series with
respect to which renewal is to be effected, and (ii) by a majority of the
non-interested Trustees by vote cast in person at a meeting called for the
purpose of voting on such renewal. Any approval of this Agreement or the renewal
thereof with respect to a Series by the vote of a majority of the outstanding
voting securities of that Series, or by the Trustees of the Trust which shall
include a majority of the non-interested Trustees, shall be effective to
continue this Agreement with respect to that Series notwithstanding (a) that
this Agreement or the renewal thereof has not been so approved as to any other
Series, or (b) that this agreement or the renewal thereof has not been so
approved by the vote of a majority of the outstanding voting securities of the
Trust as a whole.
7. Termination
This Agreement may be terminated at any time as to a Series, without
payment of any penalty, by the Trustees or by the vote of a majority of the
outstanding voting securities (as defined in the Act) of such Series on sixty
(60) days' written notice to the Adviser. Similarly, the Adviser may terminate
this Agreement without penalty on like notice to the Trust provided, however,
that this Agreement may not be terminated by the Adviser unless another
investment advisory agreement has been approved by the Trust in accordance with
the Act, or after six months' written notice, whichever is earlier. This
Agreement shall automatically terminate in the event of its assignment (as
defined in the Act).
8. Reports
The Trust is responsible for maintaining and preserving for such period or
periods as the Securities and Exchange Commission may prescribe by rules and
regulations, such accounts, books and other documents that constitute the
records forming the basis for all reports, including financial statements
requited to be filed pursuant to the Act and for the Trust's auditor's
certification thereto. The Trust and the Adviser agree that in furtherance of
the record keeping responsibilities of the Trust under Section 31 of the Act and
the rules thereunder, the Adviser will maintain records and ledgers and will
preserve such records in the form and for the period prescribed in Rule 31a-2 of
the Act for each Series.
The Adviser and the Trust agree that all accounts, books and other records
maintained and preserved by each as required hereby shall be subject at any
time, and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission, the Trust's auditors,
the Trust or any representative of the Trust, or any governmental agency or
other instrumentality having regulatory authority over the Trust. It is
expressly understood and agreed that the books and records maintained by the
Adviser on behalf of each Series shall, at all times, remain the property of the
Trust.
10. Liability and Indemnification
In the absence of willful misfeasance, gross negligence or reckless
disregard of obligations or duties ("disabling conduct") hereunder on the part
of the Adviser (and its officers, directors, agents, employees, controlling
persons, shareholders and any other person or entity affiliated with Adviser),
Adviser shall not be subject to the liability to the Trust or to any shareholder
of the Trust for any act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, any error of
judgement or mistake of law or for any loss suffered by any of them in
connection with the matters to which this Agreement relates, except to the
extent specified in Section 36(b) of the Act concerning loss resulting from a
breach of fiduciary duty with respect to the receipt of compensation for
services. Except for such disabling conduct or liability incurred under Section
36(b) of the Act, the Trust shall indemnify Adviser (and its officers,
directors, agents, employees, controlling persons, shareholders and any other
person or entity affiliated with Adviser) from any liability arising from
Adviser's conduct under this Agreement.
Indemnification to Adviser or any of its personnel or affiliates shall be
made when (i) a final decision on the merits is rendered by a court or other
body before whom the proceeding was brought, that the person to be indemnified
was not liable by reason of disabling conduct or Section 36(b) or, (ii) in the
absence of such a decision, based upon a review of the facts, that the person to
be indemnified was not liable by reason of disabling conduct, by (a) the vote of
a majority of a quorum of Trustees who are neither "interested persons" of the
Trust as defined in Section 2(a)(19) of the Act nor parties to the proceeding
("disinterested, non-party Trustees"), or by (b) an independent legal counsel in
a written opinion. The Trust may, by vote of a majority of the disinterested,
non-party Trustees, advance attorneys' fees or other expenses incurred by
officers, Trustees, investment advisers or principal underwriters, in defending
a proceeding upon the undertaking by or on behalf of the person to be
indemnified to repay the advance unless it is ultimately determined that such
person is entitled to indemnification. Such advance shall be subject to at least
one of the following: (1) the person to be indemnified shall provide a security
for the undertaking, (2) the Trust shall be insured against losses arising by
reason of any lawful advances, or (3) a majority of a quorum of the
disinterested, non-party Trustees, or an independent legal counsel in a written
opinion shall determine, based on a review of readily available facts, that
there is reason to believe that the person to be indemnified ultimately will be
found entitled to indemnification.
11. Miscellaneous
Anything herein to the contrary notwithstanding, this Agreement shall not
be construed to require, or to impose any duty upon either of the parties, to do
anything in violation of any applicable laws or regulations.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees as Trustees, and is not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually by binding only upon the assets and property of the Trust. With
respect to any claim by the Adviser for recovery of that portion of the
investment management fee (or any other liability of the Trust arising
hereunder) allocated to a particular Series, whether in accordance with the
express terms hereof or otherwise, the Adviser shall have recourse solely
against the assets of that Series to satisfy such claim and shall have no
recourse against the asset of any other Series for such purpose.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed by their duly authorized officers as of the date first above
written.
JNL SERIES TRUST
By: /s/ JOHN A. KNUTSON
__________________________
John A. Knutson
Its: President & Chief Executive Officer
_____________________________________
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By: /s/ LARRY C. JORDAN
___________________________
Larry C. Jordan
Its: Chief Operating Officer, Treasurer
& Asst. Secretary
__________________________________
EXHIBIT C
FORM OF PROPOSED SUB-ADVISORY AGREEMENT
JNL Series Trust
[ Date __, 1997 ]
Jackson National Financial Services, Inc. (the "Adviser") confirms its agreement
with Putnam Investment Management, Inc. (the "Sub-Adviser") with respect to the
JNL/Putnam Growth Series and JNL/Putnam Value Equity Series (each a "Portfolio")
of the JNL Series Trust (the "Fund") as follows:
1. Investment Description; Appointment
The Fund employs the Adviser as the manager of the Portfolios pursuant to
an Amended Investment Advisory and Management Agreement dated August 17, 1995,
as amended (the "Management Agreement"), and the Fund and the Adviser desire to
employ and hereby appoint the Sub-Adviser to act as the sub-investment adviser
to the Portfolios. The investment objective(s), policies and limitations
governing each Portfolio are specified in the prospectus (the "Prospectus") and
the statement of additional information (the "Statement") of the Fund filed with
the Securities and Exchange Commission as part of the Fund's Registration
Statement on Form N-1A, as amended or supplemented from time to time, and in the
manner and to the extent as may from time to time be approved by the Board of
Trustees of the Fund (the "Board"). Copies of the Prospectus and the Statement
have been or will be submitted to the Sub-Adviser. The Adviser agrees promptly
to provide copies of all amendments and supplements to the current Prospectus
and the Statement to the Sub-Adviser on an on-going basis. Until the Adviser
delivers any such amendment or supplement to the Sub-Adviser, the Sub-Adviser
shall be fully protected in relying on the Prospectus and Statement of
Additional Information as previously furnished to the Sub-Adviser. The
Sub-Adviser accepts the appointment and agrees to furnish the services for the
compensation, as set forth below.
2. Services as Sub-Adviser
(a) Subject to the supervision, direction and approval of the Board and the
Adviser, the Sub-Adviser shall conduct a continual program of investment,
evaluation and, if appropriate in the view of the Sub-Adviser, sale and
reinvestment of each Portfolio's assets. The Sub-Adviser is authorized, in its
sole discretion and without prior consultation with the Adviser, to: (i) manage
each Portfolio's assets in accordance with the Portfolio's investment
objective(s) and policies as stated in the Prospectus and the Statement; (ii)
make investment decisions for each Portfolio; and (iii) place purchase and sale
orders for portfolio transactions on behalf of each Portfolio; and (iv) employ
professional portfolio managers and securities analysts who provide research
services to each Portfolio. The Sub-Adviser shall not be responsible for the
administrative affairs of the Fund, including, but not limited to, accounting
for and pricing of the Portfolios. The Sub-Adviser will use its best efforts to
manage each Portfolio so that it complies with the provisions of Section 817(h)
of the Internal Revenue Code of 1986, as amended, as applicable to the Fund. The
Adviser acknowledges and agrees that the Sub-Adviser's compliance with its
obligations in the immediately preceding sentence will be based on information
supplied by the Adviser including, but not limited to, portfolio lot allocation
information. The Adviser agrees to supply all such information on a timely
basis.
In addition, the Sub-Adviser shall furnish the Adviser daily information
concerning portfolio transactions and monthly, quarterly and annual reports
concerning transactions and performance of each Portfolio in such form as may be
mutually agreed upon, and the Sub-Adviser agrees to review each Portfolio and
discuss the management of it from time to time with the Adviser and the Board.
(b) Unless the Adviser gives the Sub-Adviser written instructions to the
contrary, the Sub-Adviser shall use its good faith judgment in a manner which
it reasonably believes best serves the interests of the Portfolio shareholders
to vote or abstain from voting all proxies solicited by or with respect to the
issuers of securities in which assets of a Portfolio may be invested.
(c) The Sub-Adviser shall maintain and preserve such records related to
each Portfolio's transactions as are required of a Sub-Adviser under the
Investment Advisers Act of 1940, as amended. The Sub-Adviser shall timely
furnish to the Adviser all information relating to the Sub-Adviser's services
hereunder reasonably requested by the Adviser to keep and preserve the books and
records of each Portfolio. The Sub-Adviser will promptly supply to the Adviser
copies of any such records upon request.
3. Brokerage
In selecting brokers and dealers to execute transactions on behalf of a
Portfolio, the Sub-Adviser will seek the best overall terms available. In
assessing the best overall terms available for any transaction, the Sub-Adviser
will consider factors it deems relevant, including, but not limited to, the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on a
continuing basis. In selecting brokers or dealers to execute a particular
transaction, and in evaluating the best overall terms available, the Sub-Adviser
is authorized to consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided to a Portfolio and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion. Nothing in this paragraph shall be
deemed to prohibit the Sub-Adviser from paying an amount of commission for
effecting a securities transaction in excess of the amount of commission another
member of an exchange, broker, or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such member, broker, or dealer, viewed in terms of either
that particular transaction or its overall responsibilities with respect to the
relevant Portfolio and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion.
4. Compensation
In consideration of the services rendered pursuant to this Agreement, the
Adviser will pay the Sub-Adviser an annual fee calculated at the rates set forth
in Exhibit A hereto of each Portfolio's average daily net assets; the fee is
calculated daily and paid monthly. The fee for the period from the Effective
Date (defined below) of the Agreement for a Portfolio to the end of the month
during which the Effective Date occurs shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement with respect to a Portfolio before the end of a
month, the fee for such part of that month for that Portfolio shall be prorated
according to the proportion that such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to the Sub-Adviser, the value of a
Portfolio's net assets shall be computed at the times and in the manner
specified in the Prospectus and/or the Statement.
5. Expenses
The Sub-Adviser shall bear all expenses (excluding brokerage costs,
custodian fees, auditors fees or other expenses to be borne by the Portfolios)
in connection with the performance of its services under this Agreement. The
Fund will bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, sub-advisory fees
(other than sub-advisory fees paid pursuant to this Agreement) and
administration fees, fees for necessary professional and brokerage services,
costs relating to local administration of securities, fees for any pricing
service, the costs of regulatory compliance, and costs associated with
maintaining the Fund's legal existence and shareholder relations. The
Sub-Adviser shall only bear the expenses it has expressly agreed to assume under
this Agreement.
6. Standard of Care and Indemnification
In the performance of its duties, the Sub-Adviser will comply with the
stated investment objectives, policies and restrictions of the Portfolios as set
forth in the Prospectus and Statement and will in all material in accordance
with any applicable regulations of any governmental authority pertaining to its
activities hereunder.
The Sub-Adviser shall exercise its best judgment and shall act in good
faith in rendering the services listed in paragraphs 2 and 3 above. The
Sub-Adviser shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Portfolio or the Adviser in connection with the
matters to which this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect the Sub-Adviser against any
liability to the Adviser, the Fund or to the shareholders of the Portfolio to
which the Sub-Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or by reason of the Sub-Adviser's reckless disregard of its obligations
and duties under this Agreement ("Disabling Conduct"). Except for Disabling
Conduct, the Adviser shall indemnify and hold the Sub-Adviser (and its officers,
directors, employees, controlling persons, shareholders and affiliates) harmless
from any liability arising from the Sub-Adviser's conduct under this Agreement.
Notwithstanding the foregoing, the Sub-Adviser shall indemnify and hold the
Adviser against any and all losses, claims, damages, liabilities, or litigation
(including legal and other expenses) to which an Adviser Indemnified Person may
become subject under the 1933 Act, 1940 Act, the Advisers Act, the Internal
Revenue Code, under any other statute, at common law or otherwise, arising out
of the Sub-Adviser's responsibilities as Sub-Adviser to the Fund which (1)
result from the Disabling Conduct by the Sub-Adviser, any of its employees or
representatives, or any affiliate of the Sub-Adviser, (2) result from a failure
to comply with Section 2 of this Agreement, or (3) result from any untrue
statement of a material fact contained in the Prospectus or Statement covering
the shares of the Fund or a Portfolio, or any amendment or supplement thereto,
or the omission to state therein a material fact known to the Sub-Adviser and
was required to be stated therein or necessary to make the statements therein
not misleading, if such a statement or omission was made in reliance upon
information furnished to the Adviser, the Fund, or any affiliated person of the
Adviser or Fund by the Sub-Adviser or any affiliated person of the Sub-Adviser
for use in the Prospectus or Statement; provided, however, that in no case shall
the indemnity in favor of an Adviser Indemnified Person be deemed to protect
such person against any liability to which any such person would otherwise be
subject by reason of its willful misfeasance, bad faith, gross negligence in the
performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
Sub-Adviser will treat confidentially and as proprietary information of
Fund all records and other information relative to the Fund 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 (1) after
prior notification to and approval in writing by the Fund, which approval shall
not be unreasonably withheld, (2) where required by law or required by a
regulatory authority, or (3) for use in a performance composite where the Fund
is not named.
7. Term of Agreement
This Agreement shall become effective for the JNL/Putnam Growth Series and
JNL/Putnam Value Equity Series on May 1, 1997 (the "Effective Date") and shall
continue for an initial two-year term and shall continue thereafter so long as
such continuance is specifically approved at least annually as required by the
Investment Company Act of 1940 (the "1940 Act"). This Agreement is terminable,
with respect to a Portfolio without penalty, on 60 days' written notice, by the
Adviser, the Board or by vote of holders of a majority (as defined in the 1940
Act and the rules hereunder) of the outstanding voting securities of such
Portfolio, or upon 60 days' written notice, by the Sub-Adviser. This Agreement
will also terminate automatically in the event of its assignment (as defined in
the 1940 Act and the rules hereunder).
8. Services to Other Companies or Accounts
The Adviser understands that the Sub-Adviser now acts, will continue to act
and may act in the future as investment manager or adviser to fiduciary and
other managed accounts, and as investment manager or adviser to other investment
companies, including any offshore entitled, or accounts, and the Adviser has no
objection to the Sub-Adviser's so acting, provided that whenever a Portfolio and
one or more other investment companies or accounts managed or advised by the
Sub-Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
be equitable to each company and account. The Adviser recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for a Portfolio. In addition, the Adviser understands that the persons employed
by the Sub-Adviser to assist in the performance of the Sub-Adviser's duties
under this Agreement will not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right of
the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time
and attention to other businesses or to render services of whatever kind or
nature.
9. Representations
Each of the parties hereto represents that the Agreement has been duly
authorized, executed and delivered by all required corporate action and that
this Agreement does not violate any existing agreements or relationships between
such party and any other party.
The Adviser represents that, to the best of its knowledge, the
post-effective amendment to the Registration Statement for the Fund filed with
the Securities and Exchange Commission contains, as of the date hereof, no
untrue material fact and does not omit any statement of a material fact which
was required to be stated therein or necessary to make the statements contained
therein not misleading.
The Sub-Adviser represents that it has reviewed the post-effective
amendment to the Registration Statement for the Fund filed with the Securities
and Exchange Commission that contains disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the disclosure about the
Sub-Adviser, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Sub-Adviser further represents
and warrants that it is a duly registered investment adviser under the Advisers
Act and a duly registered investment adviser in all states in which the
Sub-Adviser is required to be registered.
10. Use of Name
(a) The Adviser may use (and shall cause any of its affiliates including
the Fund to use) the name "Putnam Investment Management, Inc.", "Putnam
Investment Management", "Putnam Management" or "Putnam" only for so long as this
Agreement or any extension, renewal, or amendment hereof remains in effect. At
such times as this agreement shall no longer be in effect, the Adviser shall
cease (and shall cause its affiliates to cease using) to use such a name or any
other name indicating that it is advised by or otherwise connected with the
Sub-Adviser and shall promptly change its name accordingly. The Adviser
acknowledges that the Fund has included the term "Putnam" in the names of the
Portfolios through permission of the Sub-Adviser, and agrees that the
Sub-Adviser reserves to itself and any successor to its business the right to
grant the non-exclusive right to use the aforementioned names or any similar
names to any other corporation or entity, including but not limited to any
investment company of which the Sub-Adviser or any subsidiary or affiliate
thereof or any successor to the business of any thereof shall be the investment
adviser.
(b) The Adviser will not, and will cause its affiliates to not, refer to
the Sub-Adviser or any affiliate in any prospectus, proxy statement or sales
literature except with the written permission of the Sub-Adviser.
(c) The Adviser will permit the Portfolio to be used as a funding vehicle
only for Policies issued by Jackson National Life Insurance Company or any of
its affiliates.
(d) The Adviser will not (and will cause its affiliates to not) engage
in marketing programs (written or otherwise) directed toward the Putnam Capital
Managers contract ("PCM") which explicitly solicit transfers from PCM to the
Adviser's products or those of its affiliates. The Adviser will not (and will
cause its affiliates to not) create or use marketing materials which provide
direct comparisons between PCM and the Adviser's products or those of any of its
affiliates. The Adviser will not (and will cause its affiliates to not)
reimburse voluntarily, or enter into any contract or policy after the date
hereof providing for the reimbursement of any deferred sales charges to
encourage the transfer of assets from PCM to the Adviser's products or those of
any affiliate. For the purposes of this Section 10(d), the term affiliate shall
not include independent agents who are not employees of the Adviser or its
corporate affiliates.
11. Miscellaneous
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
the Trust.
In the event the Fund designates one or more series other than the
Portfolio with respect to which the Fund and the Adviser wish to retain the
Sub-Adviser to render investment advisory services hereunder, they shall notify
the Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Trust and the Adviser in writing, whereupon such
series shall become a Portfolio hereunder, and be subject to this Agreement.
If the foregoing is in accordance with your understanding, kindly indicate
your acceptance of this Agreement by signing and returning the enclosed copy of
this Agreement.
<TABLE>
<CAPTION>
<S> <C>
Very truly yours,
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By:______________________________________
Accepted:______________________________
PUTNAM INVESTMENT MANAGEMENT, INC.
By:______________________________________
</TABLE>
Exhibit A
Sub-Advisory Fees
<TABLE>
<CAPTION>
<S> <C>
Portfolio Annual Rate
- --------- -----------
JNL/Putnam Growth Series 1st $150 m 0.50%
next $150 m 0.45%
over $300 m 0.35%
JNL/Putnam Value Equity Series 1st $150 m 0.50%
next $150 m 0.45%
over $300 m 0.35%
</TABLE>
EXHIBIT D
FORM OF AMENDMENT
TO
AMENDED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
BETWEEN
JNL SERIES TRUST
AND
JACKSON NATIONAL FINANCIAL SERVICES, INC.
This AMENDMENT is by and between JNL Series Trust, a Massachusetts business
trust (the "Trust") and Jackson National Financial Services, Inc., a Delaware
corporation (the "Adviser").
WHEREAS, the Trust and the Adviser entered into an Amended Investment Advisory
and Management Agreement dated August 17, 1995 (the "Agreement"), whereby the
Trust retained the Adviser to perform investment advisory and management
services for the Series of the Trust enumerated in the Agreement; and
WHEREAS, the Trust desires to retain the Adviser to perform investment advisory
and management services for an additional Series of the Trust; and
WHEREAS, the names of three existing Series of the Trust will be changed
effective May 1, 1997, and the Trust desires the Adviser to continue performing
investment advisory and management services for these Series of the Trust; and
WHEREAS, the Adviser agrees to serve or continue serving as the investment
adviser and business manager for the above-referenced Series of the Trust on the
terms and conditions set forth in the Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the Trust and the Adviser agree as
follows:
1. The Adviser shall serve as the investment adviser and business manager
for the following investment series of the Trust on the terms and conditions set
forth in the Agreement effective upon the initial capitalization of the Series:
JNL/Putnam World Opportunities Series
2. Effective May 1, 1997, the Adviser shall continue serving as the
investment adviser and business manager for the JNL/Phoenix Investment Counsel
Balanced Series, JNL/Phoenix Investment Counsel Growth Series and PPM
America/JNL Value Equity Series at which date the names of these Series shall be
changed to the PPM America/JNL Balanced Series, JNL/Putnam Growth Series and
JNL/Putnam Value Equity Series, respectively.
3. As compensation for services performed and the facilities and personnel
provided by the Adviser under the Agreement, the Trust will pay to the Adviser,
promptly after the end of each month for the services rendered by the Adviser
during the preceding month, the sum of the following amounts:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
$0 to $50 to $150 to $300 to Over
(*M - Million) $50 M $150 M $300 M $500 M $500 M
----- ------ ------ ------ ------
JNL/Putnam Growth Series .90% .90% .85% .80% .80%
JNL/Putnam Value Equity Series .90% .90% .85% .80% .80%
JNL/Putnam World Opportunities Series 1.40% 1.40% 1.35% 1.25% 1.25%
PPM America/JNL Balanced Series .75% .70% .675% .65% .625%
</TABLE>
4. The Trust and the Adviser agree to abide and be bound by all of the
terms and conditions set forth in the Agreement.
IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to be
executed by their duly authorized officers as of the ____ day of ____________,
1997.
JNL SERIES TRUST
By:
-----------------------------------------
Name: John A. Knutson
---------------------------------------
Title: President
--------------------------------------
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By:
-----------------------------------------
Name: Larry C. Jordan
---------------------------------------
Title: Chief Operating Officer and Treasurer
-------------------------------------
PROXY
JNL/PHOENIX INVESTMENT COUNSEL BALANCED SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
JNL/Phoenix Investment Counsel Balanced 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 April 24, 1997 at the
Best Western Governor's Inn, 6133 South Pennsylvania, Lansing, Michigan at
9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as
follows:
1.a. To approve a change in sub-adviser for the JNL/Phoenix Investment
Counsel Balanced Series and a proposed Amendment to the Sub-Advisory
Agreement between Jackson National Financial Services, Inc. (the
"Adviser") and PPM America, Inc.
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: ____________________, 1997
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
JNL/PHOENIX INVESTMENT COUNSEL BALANCED 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/PHOENIX INVESTMENT COUNSEL GROWTH SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
JNL/Phoenix Investment Counsel 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 April 24, 1997 at
the Best Western Governor's Inn, 6133 South Pennsylvania, Lansing, Michigan
at 9:30 a.m., local time, and at any adjournment thereof ("Meeting"), as
follows:
1.b. To approve a change in sub-adviser for the JNL/Phoenix Investment
Counsel Growth Series, a proposed Sub-Advisory Agreement between the
Adviser and Putnam Investment Management, Inc. and a proposed Amendment
to the Investment Advisory and Management Agreement between the Trust
and the Adviser which provides for a fee increase at certain breakpoints;
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: ____________________, 1997
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
JNL/PHOENIX INVESTMENT COUNSEL 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
PPM AMERICA/JNL VALUE EQUITY SERIES
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
APRIL 24, 1997
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
PPM America/JNL Value Equity 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 April 24, 1997 at the Best Western
Governor's Inn, 6133 South Pennsylvania, Lansing, Michigan at 9:30 a.m.,
local time, and at any adjournment thereof ("Meeting"), as follows:
1.c. To approve a change in sub-adviser for the PPM America/JNL Value Equity
Series, a proposed Sub-Advisory Agreement between the Adviser and Putnam
Investment Management, Inc. and a proposed Amendment to the Investment
Advisory and Management Agreement between the Trust and the Adviser
which provides for a fee increase at certain breakpoints.
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: ____________________, 1997
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
PPM AMERICA/JNL VALUE EQUITY 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:
__________________________________
[NAME OF SERIES] ("Series")
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
JNL SERIES TRUST TO BE HELD ON APRIL 24, 1997
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 above-referenced 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 April 24, 1997, at the Best Western Governor's Inn, 6133
South Pennsylvania, Lansing, Michigan and at any adjournment thereof, as
indicated on the reverse side.
Dated:______________________________________, 1997
__________________________________________________
Signature(s)
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.
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.
Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN FROM
- ---- ----------- ------------
JNL/PHOENIX INVESTMENT COUNSEL
BALANCED SERIES ONLY
[ ] [ ] [ ]1.a. To approve a change in sub-adviser for
the JNL/Phoenix Investment Counsel
Balanced Series and a proposed Amendment
to the Sub-Advisory Agreement between
Jackson National Financial Services, Inc.
(the "Adviser") and PPM America, Inc.
JNL/PHOENIX INVESTMENT COUNSEL
GROWTH SERIES ONLY
[ ] [ ] [ ] 1.b. To approve a change in sub-adviser for
the JNL/Phoenix Investment Counsel Growth
Series, a proposed Sub-Advisory Agreement
between the Adviser and Putnam Investment
Management, Inc. and a proposed Amendment
to the Investment Advisory and Management
Agreement between the Trust and the
Adviser which provides for a fee increase
at certain breakpoints.
PPM AMERICA/JNL VALUE EQUITY
SERIES ONLY
[ ] [ ] [ ] 1.c. To approve a change in sub-adviser for
the PPM America/JNL Value Equity
Series, a proposed Sub-Advisory Agreement
between the Adviser and Putnam Investment
Management, Inc. and a proposed Amendment
to the Investment Advisory and Management
Agreement between the Trust and the
Adviser which provides for a fee increase
at certain breakpoints.
</TABLE>
IMPORTANT: Please sign on the reverse side.
