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 AGGRESSIVE GROWTH SERIES
JNL CAPITAL GROWTH SERIES
JNL GLOBAL EQUITIES SERIES
JNL/ALGER GROWTH SERIES
JNL/EAGLE CORE EQUITY SERIES
JNL/EAGLE SMALLCAP EQUITY SERIES
JNL/PUTNAM GROWTH SERIES
JNL/PUTNAM VALUE EQUITY SERIES
JNL/ALLIANCE GROWTH SERIES
JNL/JPM INTERNATIONAL & EMERGING MARKETS SERIES
JNL/PIMCO TOTAL RETURN BOND SERIES
JNL/S&P CONSERVATIVE GROWTH SERIES I
JNL/S&P MODERATE GROWTH SERIES I
JNL/S&P AGGRESSIVE GROWTH SERIES I
JNL/S&P VERY AGGRESSIVE GROWTH SERIES I
JNL/S&P EQUITY GROWTH SERIES I
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I
JNL/S&P CONSERVATIVE GROWTH SERIES II
JNL/S&P MODERATE GROWTH SERIES II
JNL/S&P AGGRESSIVE GROWTH SERIES II
JNL/S&P VERY AGGRESSIVE GROWTH SERIES II
JNL/S&P EQUITY GROWTH SERIES II
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II
GOLDMAN SACHS/JNL GROWTH & INCOME SERIES
LAZARD/JNL SMALL CAP VALUE SERIES
LAZARD/JNL MID CAP VALUE SERIES
PPM AMERICA/JNL BALANCED SERIES
PPM AMERICA/JNL HIGH YIELD BOND SERIES
PPM AMERICA/JNL MONEY MARKET SERIES
SALOMON BROTHERS/JNL GLOBAL BOND SERIES
SALOMON BROTHERS/JNL U.S. GOVERNMENT & QUALITY BOND SERIES
SALOMON BROTHERS/JNL BALANCED SERIES
SALOMON BROTHERS/JNL HIGH YIELD BOND SERIES
T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
T. ROWE PRICE/JNL MID-CAP GROWTH SERIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of shareholders
("Shareholders") of JNL Series Trust, a Massachusetts business trust ("Trust"),
will be held at the offices of Jackson National Life Insurance Company, 5901
Executive Drive, Lansing, Michigan 48911 on September 18, 1998, 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. ALL SERIES:
To elect the trustees to serve until their respective
successors are elected and have qualified;
2. ALL SERIES (EXCEPT S&P SERIES):
To approve or disapprove an Administrative Fee of .10% of the average
daily net assets of each Series payable to Jackson National Financial
Services, LLC, the Adviser to the Trust for operational services. This
fee replaces the current other operating expenses of the Trust.
3. a. ALL SERIES:
To approve or disapprove the modification of the fundamental investment
policy of each Series of the Trust concerning securities lending, as described
in the accompanying Proxy Statement;
3. b. To approve or disapprove the modification of the investment policy of each
Series of the Trust concerning restricted securities, as described in the
accompanying Proxy Statement;
JNL/S&P CONSERVATIVE GROWTH SERIES I, JNL/S&P MODERATE GROWTH SERIES I,
JNL/S&P AGGRESSIVE GROWTH SERIES I, JNL/S&P VERY AGGRESSIVE GROWTH SERIES I,
JNL/S&P EQUITY GROWTH SERIES I, JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I,
JNL/S&P CONSERVATIVE GROWTH SERIES II, JNL/S&P MODERATE GROWTH SERIES II,
JNL/S&P AGGRESSIVE GROWTH SERIES II, JNL/S&P VERY AGGRESSIVE GROWTH SERIES II,
JNL/S&P EQUITY GROWTH SERIES II, AND JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II
ONLY:
4. a. To approve or disapprove the Amended Investment Advisory and Management
Agreement between the Trust and Jackson National Financial Services, LLC dated
August 17, 1995, as amended.
4. b. To approve or disapprove the Investment Sub-Advisory Agreement between
Jackson National Financial Services, LLC and Standard & Poor's Investment
Advisory Services, Inc.
5. ALL SERIES:
To ratify or reject the Board of Trustees' selection of Price Waterhouse
Coopers, LLP as the independent accountants of the Trust for the year
ending December 31, 1998;
6. 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 July 31, 1998, 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.
By Order of the Board of Trustees,
August ___, 1998
Lansing, Michigan THOMAS J. MEYER
Secretary
THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1997, 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.
JNL SERIES TRUST
JNL AGGRESSIVE GROWTH SERIES
JNL CAPITAL GROWTH SERIES
JNL GLOBAL EQUITIES SERIES
JNL/ALGER GROWTH SERIES
JNL/EAGLE CORE EQUITY SERIES
JNL/EAGLE SMALLCAP EQUITY SERIES
JNL/PUTNAM GROWTH SERIES
JNL/PUTNAM VALUE EQUITY SERIES
JNL/ALLIANCE GROWTH SERIES
JNL/JPM INTERNATIONAL & EMERGING MARKETS SERIES
JNL/PIMCO TOTAL RETURN BOND SERIES
JNL/S&P CONSERVATIVE GROWTH SERIES I
JNL/S&P MODERATE GROWTH SERIES I
JNL/S&P AGGRESSIVE GROWTH SERIES I
JNL/S&P VERY AGGRESSIVE GROWTH SERIES I
JNL/S&P EQUITY GROWTH SERIES I
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I
JNL/S&P CONSERVATIVE GROWTH SERIES II
JNL/S&P MODERATE GROWTH SERIES II
JNL/S&P AGGRESSIVE GROWTH SERIES II
JNL/S&P VERY AGGRESSIVE GROWTH SERIES II
JNL/S&P EQUITY GROWTH SERIES II
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II
GOLDMAN SACHS/JNL GROWTH & INCOME SERIES
LAZARD/JNL SMALL CAP VALUE SERIES
LAZARD/JNL MID CAP VALUE SERIES
PPM AMERICA/JNL BALANCED SERIES
PPM AMERICA/JNL HIGH YIELD BOND SERIES
PPM AMERICA/JNL MONEY MARKET SERIES
SALOMON BROTHERS/JNL GLOBAL BOND SERIES
SALOMON BROTHERS/JNL U.S. GOVERNMENT & QUALITY BOND SERIES
SALOMON BROTHERS/JNL BALANCED SERIES
SALOMON BROTHERS/JNL HIGH YIELD BOND SERIES
T. ROWE PRICE/JNL ESTABLISHED GROWTH SERIES
T. ROWE PRICE/JNL INTERNATIONAL EQUITY INVESTMENT SERIES
T. ROWE PRICE/JNL MID-CAP GROWTH SERIES
5901 EXECUTIVE DRIVE, LANSING, MICHIGAN 48911
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 18, 1998
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"), which consists of separate Series (each a "Series" and collectively
the "Series"). This proxy is for use at a Special Meeting ("Meeting") of
shareholders ("Shareholders") of all Series to be held jointly at the
offices of Jackson National Life Insurance Company, 5901 Executive Drive,
Lansing, Michigan 48911, on September 18, 1998, 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 August ___, 1998.
The Trustees have fixed the close of business on July 31, 1998 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 Aggressive Growth
Series, _________ Shares of the JNL Capital Growth Series, _________ Shares of
the JNL Global Equities Series, _________ Shares of the JNL/Alger Growth Series,
_______ Shares of the JNL/Eagle Core Equity Series, _________ Shares of the
JNL/Eagle SmallCap Equity Series, _________ Shares of the JNL/Putnam Growth
Series, _________ Shares of the JNL/Putnam Value Equity Series, ____________
Shares of the JNL/ Alliance Growth Series, ____________ Shares of the JNL/JPM
International & Emerging Markets Series, ___________ Shares of the JNL/PIMCO
Total Return Bond Series, ____________ Shares of the JNL/S&P Conservative Growth
Series I, ___________ Shares of the JNL/S&P Moderate Growth Series I, __________
Shares of the JNL/S&P Aggressive Growth Series I, _________ Shares of the
JNL/S&P Very Aggressive Growth Series I, __________ Shares of the JNL/S&P Equity
Growth Series I, _________ Shares of the JNL/S&P Equity Aggressive Growth Series
I, ___________ Shares of the JNL/S&P Conservative Growth Series II, ___________
Shares of the JNL/S&P Moderate Growth Series II, ___________ Shares of the
JNL/S&P Aggressive Growth Series II, __________ Shares of the JNL/S&P Very
Aggressive Growth Series II, ___________ Shares of the JNL/S&P Equity Growth
Series II, _________ Shares of the JNL/S&P Equity Aggressive Growth Series II,
__________ Shares of the Goldman Sachs/JNL Growth & Income Series, __________
Shares of the Lazard/JNL Small Cap Value Series, __________ Shares of the
Lazard/JNL Mid Cap Value Series, _________ Shares of the PPM America/JNL
Balanced Series, _________ Shares of the PPM America/JNL High Yield Bond Series,
__________ Shares of the PPM America/JNL Money Market Series, _________ Shares
of the Salomon Brothers/JNL Global Bond Series, _________ Shares of the Salomon
Brothers/JNL U.S. Government & Quality Bond Series, _____________ Shares of the
Salomon Brothers/JNL Balanced Series, __________ Shares of the Salomon
Brothers/JNL High Yield Bond Series, _________ Shares of the T. Rowe Price/JNL
Established Growth Series, _________ Shares of the T. Rowe Price/JNL
International Equity Investment Series and _________ Shares of the T. Rowe
Price/JNL Mid-Cap Growth Series outstanding. See page ___ for information
concerning the substantial Shareholders of the Shares of the Trust.
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 Shares
entitled to vote shall be a quorum for the transaction of business at a
Shareholders' meeting and 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 its 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. A proxy shall be revocable at any time prior to its exercise by a
written notice addressed to and received by the Secretary of the Trust. 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, an affirmative vote of a
plurality of the Shares is required to approve the Proposal. With respect to
Proposals 2, 3.a., 3.b., 4.a and 4.b., 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. With respect to Proposal 5, an affirmative vote of a majority
of the Shares is required to approve the Proposal.
The Trust was established to be used exclusively as the underlying investment
for certain variable annuity contracts ("Variable Contracts") 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 September 11, 1998, 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:
IN FAVOR OF THE NOMINEES FOR THE BOARD OF TRUSTEES LISTED IN THE PROXY
STATEMENT; FOR THE APPROVAL OF THE ADMINISTRATIVE FEE; FOR THE AMENDED
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN THE TRUST AND JACKSON
NATIONAL FINANCIAL SERVICES, LLC AND THE INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN JACKSON NATIONAL FINANCIAL SERVICES, LLC AND STANDARD & POOR'S
INVESTMENT ADVISORY SERVICES, INC.; FOR THE MODIFICATION OF THE INVESTMENT
POLICY CONCERNING SECURITIES LENDING; FOR THE MODIFICATION OF THE INVESTMENT
POLICY CONCERNING RESTRICTED SECURITIES; AND FOR THE RATIFICATION OF PRICE
WATERHOUSE COOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE TRUST.
The Trust knows of no business other than that described in Proposals 1, 2, 3, 4
and 5 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.
PROXY SUMMARY TABLE
The Proposals are to be voted upon by Shareholders of the Series as follows:
<TABLE>
<CAPTION>
PROPOSALS SERIES TO WHICH EACH PROPOSAL APPLIES
--------- -------------------------------------
<S> <C>
1. Election of Trustees ALL SERIES
2. Approval of an administrative fee ALL SERIES EXCEPT THE S&P SERIES
payable to Jackson National Financial
Services, LLC
3.a. Modification of the investment ALL SERIES
policy of the Trust concerning
securities lending as described
in the Proxy Statement
3.b. Modification of the investment ALL SERIES
policy of the Trust concerning
restricted securities, as
described in the Proxy Statement
4.a. To approve or disapprove the JNL/S&P CONSERVATIVE GROWTH SERIES I
Amended Investment Advisory JNL/S&P MODERATE GROWTH SERIES I
and Management Agreement between JNL/S&P AGGRESSIVE GROWTH SERIES I
the Trust and Jackson National JNL/S&P VERY AGGRESSIVE GROWTH SERIES I
Financial Services, LLC dated JNL/S&P EQUITY GROWTH SERIES I
August 17, 1995, as amended JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I
JNL/S&P CONSERVATIVE GROWTH SERIES II
JNL/S&P MODERATE GROWTH SERIES II
JNL/S&P AGGRESSIVE GROWTH SERIES II
JNL/S&P VERY AGGRESSIVE GROWTH SERIES II
JNL/S&P EQUITY GROWTH SERIES II
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II
4.b. To approve or disapprove the JNL/S&P CONSERVATIVE GROWTH SERIES I
Investment Sub-Advisory Agreement JNL/S&P MODERATE GROWTH SERIES I
between Jackson National Financial JNL/S&P AGGRESSIVE GROWTH SERIES I
Services, LLC and Standard & Poor's JNL/S&P VERY AGGRESSIVE GROWTH SERIES I
Investment Advisory Services, Inc. JNL/S&P EQUITY GROWTH SERIES I
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I
JNL/S&P CONSERVATIVE GROWTH SERIES II
JNL/S&P MODERATE GROWTH SERIES II
JNL/S&P AGGRESSIVE GROWTH SERIES II
JNL/S&P VERY AGGRESSIVE GROWTH SERIES II
JNL/S&P EQUITY GROWTH SERIES II
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II
5. Ratification of Price ALL SERIES
Waterhouse Coopers LLP as
independent accountants for the
Trust
</TABLE>
PROPOSAL 1: ELECTION OF TRUSTEES
The Trustees
The Trust may, but is not required to, hold annual meetings of Shareholders for
the election of Trustees. The five individuals named in the table below, each a
current Trustee and each having previously been elected by the Shareholders,
have been nominated for election as Trustees, each to hold office until his
successor is duly elected and has qualified.
The Declaration of Trust provides that the Board shall consist of not less than
three trustees. Following the Meeting, the Trust does not contemplate holding
regular meetings of Shareholders to elect Trustees or otherwise. In the event a
vacancy occurs on the Board by reason of death, resignation or a reason other
than removal by the Shareholders, the remaining Trustees shall appoint a person
to fill the vacancy for the entire unexpired term. The Trust has no procedure to
consider persons recommended by Variable Contract owners for nomination to the
Board of Trustees of the Trust.
When an investment company does not hold regular annual meetings, it is a
requirement under the 1940 Act and a policy of the Trust that holders of record
of not less than two-thirds of the outstanding shares of the investment company
may file a declaration in writing or may vote at a special meeting of
Shareholders for the purpose of removing a Trustee. The Board will be required
to promptly call a special meeting of Shareholders for the purpose of voting
upon the question of removal of any such Trustee(s) when required to do so by
the record holders of not less than 10% of the total outstanding shares of the
Trust. In addition, the Board will comply with the requirements of Section 16(c)
of the 1940 Act with respect to communications with Shareholders.
Each of the nominees named below has agreed to serve as a Trustee if elected;
however should any nominee become unable or unwilling to accept nomination or
election, the proxies will be voted for one or more substitute nominees
designated by the Board of Trustees.
The following is a list of the names, ages and principal occupations respecting
the Trustee nominees.
<TABLE>
<CAPTION>
Name and Age Principal Occupations or Employment in
Past 5 Years
____________________ ____________________________________________
<S> <C>
Joseph Frauenheim Trustee, JNL Series Trust, December 1994 to
Age: 64 present; Consultant, 1991 to present.
Andrew B. Hopping*
Age: 39 President, Chief Executive Officer and Trustee,
August 1997 to present, Vice President,
Treasurer & Chief Financial Officer,
August 1996 to August 1997, JNL Series
Trust; President and Chief Executive Officer,
July 1997 to May, 1998, Jackson National
Financial Services, Inc.; President and
Managing Board Member, March 1998 to
present, Jackson National Financial
Services, LLC; Executive Vice President,
July 1998 to present, Chief Financial
Officer, December 1997 to present,
Senior Vice President, June 1994 to July
1998, Jackson National Life Insurance
Company; Executive Vice President, March
1992 to June 1994, Countrywide Credit;
and Vice President, May 1998 to July 1998,
and Director, June, 1997 to present,
National Planning Corporation.
Robert A. Fritts* Trustee, April, 1998 to present, Treasurer
Age: 49 and Chief Financial Officer, August 1997
to present, Vice President, December 1994
to present, Assistant Treasurer, February
1996 to August 1997, Assistant Secretary,
December 1994 to February 1996, JNL Series
Trust; Assistant Treasurer, 1980 to May 1995,
Vice President and Controller-Financial
Operations, May 1995 to present, Jackson
National Life Insurance Company.
Richard McLellan Attorney, Dykema Gossett PLLC; Trustee,
Age: 56 JNL Series Trust, December 1994 to present.
Peter McPherson President, October 1993 to present, Michigan
Age: 57 State University; Trustee, JNL Series Trust,
December 1994 to present; Group Executive
Vice President, November 1990 to October
1993, Bank of America.
</TABLE>
__________________
* "Interested persons" as defined in the 1940 Act.
Trustees who are "interested persons" receive no compensation from the Trust.
Disinterested Trustees will be paid the sum of $4,000 for each meeting of the
Board which they attend, or any committee meeting if held on a day on which no
Board meeting is held.
For the year ended December 31, 1997, the Disinterested Trustees received the
following fees for service as Trustee:
<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Benefits Total Compensation
Compensation from Accrued As Part of From Trust and
Fund Trustee Trust Trust Expenses Complex
- ------------ ----- -------------- -------
<S> <C> <C> <C>
Joseph Frauenheim $23,500 0 $23,500
Richard McLellan 10,500 0 10,500
Peter McPherson 23,500 0 23,500
</TABLE>
During the last fiscal year, the Board of Trustees held seven meetings.
The Board of Trustees has appointed an Audit Committee comprised of Mr. Hopping,
Mr. Frauenheim and Mr. Fritts. The Audit Committee held one meeting during the
last fiscal year. The Audit Committee makes recommendations to the Board
concerning the selection of the Trust's independent accountants and reviews with
such accountants the scope and results of the Trust's annual audit. Mr. Hopping
and Mr. Fritts are "interested persons" of the Trust as defined in the 1940 Act.
The Trust does not have a standing nominating or compensation committee of the
Board.
The officers of the Trust serve for one year or until their respective
successors are chosen and qualified. The Trust's officers currently receive no
compensation from the Trust but are also officers of Jackson National Financial
Services, LLC and certain of its affiliates and receive compensation in such
capacities.
Biographical information with respect to Messrs. Hopping and Fritz is shown
above. The following table sets forth certain information concerning the other
current principal executive officers of the Trust.
Positions and Other Principal Occupations
Name and Age Offices with Trust in Past 5 Years
______________ ___________________ ____________________________________
Thomas J. Meyer Vice President, Senior Vice President, July 1998 to
Age: 51 Counsel and present, Secretary, September 1994
Secretary to present, Vice President, March
1985 to July 1998, General Counsel,
March 1985 to present, Jackson
National Life Insurance Company.
Mark D. Nerud Vice President Chief Financial Officer and Managing
Age: 32 and Assistant Board Member, March, 1998 to present,
Treasurer Jackson National Financial Services,
LLC; Vice President, National
Planning Corporation, May 1998 to
present; Chief Financial Officer and
Managing Board Member, June 1998 to
present, Chief Operating Officer and
Treasurer, June 1997 to May 1998,
Director, January 1998 to May 1998,
Jackson National Financial Services,
Inc.; Assistant Vice President -
Mutual Fund Operations, May 1997 to
present; Assistant Controller and
Assistant Vice President, October
1996 to April 1997, Senior Manager -
Mutual Fund Operations, April 1996
to October 1996, Jackson National
Life Insurance Company; Manager -
Mutual Fund Accounting, May 1993
to April 1996, Voyageur Asset
Management Company.
Amy D. Eisenbeis Vice President Associate General Counsel, July 1995
Age: 33 and Assistant to present, Jackson National Life
Secretary Insurance Company; Vice President and
Secretary, March, 1998 to present,
Jackson National Financial Services,
LLC; Vice President, Secretary and
Chief Legal Officer, January 1998 to
July, 1998, National Planning
Corporation; Staff Attorney, January
1994 to July 1995, Waddell & Reed,
Inc.; Staff Attorney, October 1991 to
January 1994, Security Benefit Life
Insurance Company.
On the Record Date, the officers and Trustees of the Trust, as a group, owned
Variable Contracts representing less than 1% of the outstanding Shares of the
Trust.
REQUIRED VOTE
An affirmative vote of a plurality of the Shares, present in person or
represented by proxy at the Meeting, is required to elect the nominees. It is
the intention of the persons named in the enclosed proxy to vote the Shares
represented by them for the election of the nominees listed above unless the
proxy is marked otherwise.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "IN FAVOR" OF THE NOMINEES FOR THE BOARD
OF TRUSTEES LISTED IN THIS PROXY STATEMENT.
PROPOSAL 2
2. TO BE VOTED ON BY ALL SERIES (EXCEPT S&P SERIES):
To approve or disapprove an Administrative Fee payable to Jackson National
Financial Services, LLC.
DESCRIPTION OF ADVISER
Jackson National Financial Services, LLC, (the "Adviser"), successor to Jackson
National Financial Services, Inc., serves as investment adviser to the Trust
pursuant to the Amended Investment Advisory and Management Agreement, dated
August 17, 1995 (the "Investment Advisory Agreement"). The Adviser's address is
5901 Executive Drive, Lansing, Michigan 48911. Under the Investment Advisory
Agreement, the Adviser provides each Series with professional investment
supervision and management. Jackson National Financial Services, Inc. served as
investment adviser to the Trust from the inception of the Trust until July 1,
1998, when it transferred its duties as investment adviser and its professional
staff for investment advisory services to the Adviser.
CURRENT EXPENSE ARRANGEMENTS
Under the Investment Advisory Agreement, each Series of the Trust pays the
Adviser a management fee for the investment advisory services provided. In
addition to the advisory fee, each Series currently pays all of its own
operating expenses, which include legal fees, auditing and tax expenses,
Trustees' fees, filing fees, industry association dues, fidelity bond insurance
fees, custody and fund accounting expenses and printing and mailing costs.
Currently, the Adviser voluntarily reimburses each of the Series for annual
expenses (excluding advisory fees) which exceed .15% of average daily net assets
with respect to each Series, except the S&P Series. These reimbursements are
voluntary and may be modified or discontinued at any time. The Adviser may be
entitled to a refund of these reimbursements in certain circumstances. Subject
to approval by the Trust's Board of Trustees, in any year during which the
Adviser does not reimburse a Series because that Series' annual expenses did not
exceed the reimbursement limit, the Adviser may be entitled to a refund of
reimbursements made during the previous two years. The Adviser is only entitled
to a refund to the extent that the Series' expenses are under the reimbursement
limit for that year.
The Adviser anticipates that as the net assets of each Series increase, the
amount which the Adviser will reimburse each Series will decrease. Once each
Series' operating expenses (other than the S&P Series) as a percentage of net
assets decline below .15% of average net daily assets, all reimbursements will
cease.
PROPOSED ADMINISTRATIVE FEE
Approval is sought for an Administrative Fee of .10% payable to the Adviser for
certain services provided to the Trust by the Adviser.
The Adviser, in return for the fee, will provide or procure all necessary
administrative functions and services for the operation of each Series. In
addition, the Adviser, at its own expense, will arrange for legal, audit, fund
accounting, custody, printing and mailing, and all other services necessary for
the operation of each Series. Each Series would continue to be responsible for
trading expenses including brokerage commissions, interest and taxes, and other
non-operating expenses.
The current investment advisory fee will remain the same.
The tables below indicate actual 1997 expenses for each Series and a pro forma
adjustment thereto assuming the proposed Administrative Fee:
JNL Aggressive Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .95% 1.05%
Other Expenses (Before Reimbursement)* .22% --
Total Operating Expenses 1.17% 1.05%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL Capital Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .95% 1.05%
Other Expenses (Before Reimbursement)* .16% --
Total Operating Expenses 1.11% 1.05%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL Global Equities Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees 1.00% 1.10%
Other Expenses (Before Reimbursement)* .37% --
Total Operating Expenses 1.37% 1.10%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/Alger Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual* Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .975% 1.075%
Other Expenses .125% --
Total Operating Expenses 1.10% 1.075%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/Eagle Core Equity Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .90% 1.00%
Other Expenses (Before Reimbursement)* .64% --
Total Operating Expenses 1.54% 1.00%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/Eagle SmallCap Equity Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .95% 1.05%
Other Expenses (Before Reimbursement)* .56% --
Total Operating Expenses 1.51% 1.05%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/Putnam Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .90% 1.00%
Other Expenses* .15% --
Total Operating Expenses 1.05% 1.00%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/Putnam Value Equity Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .90% 1.00%
Other Expenses (Before Reimbursement)* .21% --
Total Operating Expenses 1.11% 1.00%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
PPM America/JNL Balanced Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .75% .85%
Other Expenses (Before Reimbursement)* .16% --
Total Operating Expenses .91% .85%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
PPM America/JNL High Yield Bond Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .75% .85%
Other Expenses* .15% --
Total Operating Expenses .90% .85%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
PPM America/JNL Money Market Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .60% .70%
Other Expenses (Before Reimbursement)* .16% --
Total Operating Expenses .76% .70%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Salomon Brothers/JNL Global Bond Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .85% .95%
Other Expenses (Before Reimbursement)* .22% --
Total Operating Expenses 1.07% .95%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Salomon Brothers/JNL U.S. Government & Quality Bond Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .70% .80%
Other Expenses (Before Reimbursement)* .26% --
Total Operating Expenses .96% .80%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
T. Rowe Price/JNL Established Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual* Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .85% .95%
Other Expenses .13% --
Total Operating Expenses .98% .95%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
T. Rowe Price/JNL International Equity Investment Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees 1.10% 1.20%
Other Expenses (Before Reimbursement)* .22% --
Total Operating Expenses 1.32% 1.20%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
T. Rowe Price/JNL Mid-Cap Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1997 Actual* Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .95% 1.05%
Other Expenses .11% --
Total Operating Expenses 1.06% 1.05%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
The Series shown below commenced operations on March 2, 1998. The expenses
shown are estimated annualized operating expenses. Also shown is a pro
forma adjustment which assumes the proposed Administrative Fee.
JNL/Alliance Growth Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .775% .875%
Other Expenses (Before Reimbursement)* .605% --
Total Operating Expenses 1.38% .875%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/JPM International & Emerging Markets Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .975% 1.075%
Other Expenses (Before Reimbursement)* .945% --
Total Operating Expenses 1.92% 1.075%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
JNL/PIMCO Total Return Bond Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .70% .80%
Other Expenses (Before Reimbursement)* .63% --
Total Operating Expenses 1.33% .80%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Goldman Sachs/JNL Growth & Income Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .925% 1.025%
Other Expenses (Before Reimbursement)* .635% --
Total Operating Expenses 1.56% 1.025%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Lazard/JNL Small Cap Value Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees 1.05% 1.15%
Other Expenses (Before Reimbursement)* 0.60% --
Total Operating Expenses 1.65% 1.15%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Lazard/JNL Mid Cap Value Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .975% 1.075%
Other Expenses (Before Reimbursement)* .605% --
Total Operating Expenses 1.58% 1.075%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Salomon Brothers/JNL Balanced Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .80% .90%
Other Expenses (Before Reimbursement)* .63% --
Total Operating Expenses 1.43% .90%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
Salomon Brothers/JNL High Yield Bond Series
<TABLE>
<CAPTION>
Pro Forma
Total Fee with Proposed
1998 Estimated Administrative Fee
------------ ------------------
<S> <C> <C>
Investment Advisory and Administration Fees .80% .90%
Other Expenses (Before Reimbursement)* .63% --
Total Operating Expenses 1.43% .90%
</TABLE>
*The Adviser has capped the expenses of the Series at .15% per annum of average
daily net assets.
TRUSTEES' EVALUATION
The Trustees, at the board meeting held on May 28, 1998, reviewed the services
to be rendered by the Adviser. The Adviser, at that meeting, presented the
Trustees with information detailing the benefits to the Shareholders and to the
Adviser relating to the proposed Administrative Fee arrangements.
Benefits to Shareholders
The Adviser stated that the proposed arrangement will result in reduced expenses
during the initial years of the arrangement in that the proposed .10% fee is
less than the current operating expense limit of .15%. Further, the
reimbursement recapture plan, which entitles the Adviser to a refund of earlier
reimbursements, would be eliminated. The Adviser also indicated that the
proposed new expense arrangement would eliminate the risk that the voluntary
reimbursements would be discontinued or modified. Further, such arrangement
would help streamline Trust prospectus and annual report disclosure concerning
Trust expenses. For example, the annual report would be simplified in that it
would reflect only two operating expenses and no reimbursements. The Adviser
stated that the proposed arrangement would also allow smaller Series to compete
more effectively against larger funds that are no longer waiving fees,
particularly given the new disclosure requirements which mandate that funds
depict gross expenses (before fee waivers) in Prospectus fee tables. Finally,
the Adviser noted that the risk that a Series may not grow to a sufficient size
to realize lower expense ratios is transferred to the Adviser.
Benefits to Adviser
The Adviser, in its presentation, acknowledged that there were certain benefits
to be realized by it in the proposal to add the Administrative Fee. The Adviser
stated that if the Series grow in assets, certain Series' operating expenses
could decrease below .10% (the amount of the proposed Administrative Fee)
resulting in a profit to the Adviser. Further, the Trust will become a more
attractive investment vehicle through the immediate reduction of expense ratios
and the resultant improvement in performance. Finally, the Adviser noted that
the proposal, if adopted, would simplify expense accruals, reporting and
administration.
The Adviser represented to the Board that it will periodically review the
Administrative Fee and the economic benefits realized by it and will consider
reducing this Fee in the future to pass along economies of scale to the
Shareholders.
Based upon its review, after consideration of the above factors, and such other
factors and information that it deemed relevant, the Board determined that the
Administrative Fee arrangement was in the best interest of the Trust and its
Shareholders and voted to recommend its approval to Shareholders.
REQUIRED VOTE
Approval of Proposal 2 requires the vote of a majority of the outstanding voting
securities of a Series as described under "Voting" herein.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" APPROVAL OF THE ADMINISTRATIVE
FEE.
PROPOSAL 3
SHAREHOLDERS OF ALL SERIES WILL VOTE ON PROPOSAL 3:
Proposal 3.a. APPROVAL OR DISAPPROVAL OF A MODIFICATION OF THE INVESTMENT POLICY
CONCERNING SECURITIES LENDING
The Trust has previously adopted certain restrictions and policies relating to
the investment of assets of the Series and their activities which are described
in the Trust's Statement of Additional Information. Certain of these investment
restrictions are fundamental policies and may not be changed without the
approval of the holders of a majority of the outstanding voting shares of each
Series affected as defined in "Voting", above. A change in policy affecting only
one Series may be implemented with the approval of a majority of the outstanding
voting shares of such Series.
Investment Restriction No. 5
Investment Restriction No. 5 is proposed to be amended as follows: (new language
in italics):
(5) No Series may lend any security or make any other loan if, as a result,
more than 33 1/3% of a Series' total assets would be lent to other parties
(but this limitation does not apply to purchases of commercial paper, debt
securities or repurchase agreements);
Subject to shareholder approval, as described above, the Board of Trustees at
its meeting on May 28, 1998, voted to modify Investment Restriction No. 5,
as indicated above.
The purpose of the proposed modification is to increase the securities' lending
limit to the maximum permissible. The adoption of this proposal is unlikely to
have any impact on the investment techniques employed by the Series and may
increase income to the Series by the lending of securities.
Proposal 3.b. APPROVAL OR DISAPPROVAL OF THE MODIFICATION OF AN INVESTMENT
RESTRICTION
Investment Restriction No. 7
Investment Restriction No. 7 is proposed to be amended as follows (new language
is in italics and language in brackets would be deleted).
(7) No Series may invest more than 15% of a Series' net assets (10% in the
case of the PPM America/JNL Money Market Series and the JNL/Alger Growth
Series) in illiquid securities [that are restricted as to disposition under
federal securities law, or securities with other legal or contractual
restrictions on resale.] This limitation does not apply to securities
eligible for resale pursuant to Rule 144A of the Securities Act of 1933 or
Commercial Paper issued in reliance upon the exemption from registration
contained in Section 4(2) of that Act which have been determined to be
liquid in accordance with the guidelines established by the Board of
Trustees.
The objective of this proposed modification is to clarify the language
concerning restricted securities. Therefore, subject to shareholder approval as
described above, the Board of Trustees at its meeting on May 28, 1998, voted to
modify this investment restriction.
REQUIRED VOTE
Approval of Proposals 3.a. and 3.b. requires the vote of a majority of the
outstanding voting securities of a Series as described under "Voting"
herein.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE MODIFICATION OF THE INVESTMENT
POLICY CONCERNING SECURITIES LENDING AND "FOR" THE MODIFICATION OF THE
INVESTMENT POLICY CONCERNING RESTRICTED SECURITIES.
SHAREHOLDERS OF THE S&P SERIES ONLY WILL VOTE ON PROPOSALS 4.a. AND 4.b.
PROPOSAL 4.a.
Proposal 4.a. To approve or disapprove the Amended Investment Advisory and
Management Agreement between the Trust and Jackson National Financial Services,
LLC dated August 17, 1995, as amended.
INFORMATION CONCERNING THE ADVISER
The Adviser, 5901 Executive Drive, Lansing, Michigan 48911, is the investment
adviser of each Series and provides each Series with professional investment
supervision and management. The Adviser is a wholly owned subsidiary of Jackson
National Life Insurance Company, which is in turn wholly owned by Prudential
Corporation plc, the largest life insurance company in the United Kingdom.
Jackson National Financial Services, Inc. served as investment adviser to the
Trust from the inception of the Trust until July 1, 1998, when it transferred
its duties as investment adviser and its professional staff for investment
advisory services to the Adviser.
The Adviser provides preparation of financial statements, tax services, and
regulatory reports for the Trust. The Adviser also selects, contracts with and
compensates sub-advisers to manage the investment and reinvestment of the assets
of the Series of the Trust. The Adviser monitors the compliance of such
sub-advisers with the investment objectives and related policies of each Series
and reviews the performance of such sub-advisers and reports periodically on
such performance to the Trustees of the Trust.
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 net assets of the Series. The fees, which are accrued
daily and payable monthly, are calculated on the basis of the average net assets
of each Series. Once the average net assets of a Series exceed specified
amounts, the fee is reduced with respect to such excess. The following is a
schedule of the fees each Series currently is obligated to pay the Adviser. The
Series managed by Standard & Poor's Investment Advisory Services, Inc. will
indirectly bear their pro rata share of fees of the underlying Series in
addition to the fees shown for such Series (the "S&P Series").
<TABLE>
<CAPTION>
<S> <C> <C>
(M-Million) $0 to Over
$500M $500M
Series % %
JNL/S&P Conservative
Growth I .20 .15
JNL/S&P Moderate
Growth I .20 .15
JNL/S&P Aggressive
Growth I .20 .15
JNL/S&P Very Aggressive
Growth I .20 .15
JNL/S&P Equity
Growth I .20 .15
JNL/S&P Equity
Aggressive Growth I .20 .15
JNL/S&P Conservative
Growth II .20 .15
JNL/S&P Moderate
Growth II .20 .15
JNL/S&P Aggressive
Growth II .20 .15
JNL/S&P Very
Aggressive Growth II .20 .15
JNL/S&P Equity
Growth II .20 .15
JNL/S&P Equity
Aggressive Growth II .20 .15
</TABLE>
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"). 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.
The Board of Trustees approved the Investment Advisory Agreement with respect to
the S&P Series at its meeting held on December 17, 1997.
PROPOSAL 4.b.
Proposal 4.b. To approve or disapprove the Sub-Advisory Agreement between
Jackson National Financial Services, LLC and Standard & Poor's Investment
Advisory Services, Inc.
INFORMATION CONCERNING THE SUB-ADVISER FOR THE S&P SERIES:
Standard & Poor's Investment Advisory Services, Inc. ("SPIAS" or "Sub-
Adviser"), located at 25 Broadway, New York, New York 10004, serves as
sub-adviser to each of the S&P Series. SPIAS was established in 1995 to provide
investment advice to the financial community. SPIAS is a subsidiary of The
McGraw Hill Companies, Inc. and is affiliated with S&P. SPIAS operates
independently of and has no access to ratings, analysis or other information
supplied by S&P in connection with its ratings business, except to the extent
such information is made available by S&P to the general public.
The following is a schedule of fees for each of the S&P Series:
<TABLE>
<CAPTION>
<S> <C> <C>
(M-Million) $0 to Over
$500M $500M
Series % %
JNL/S&P Conservative
Growth I .10 .075
JNL/S&P Moderate
Growth I .10 .075
JNL/S&P Aggressive
Growth I .10 .075
JNL/S&P Very
Aggressive Growth I .10 .075
JNL/S&P Equity
Growth I .10 .075
JNL/S&P Equity
Aggressive Growth I .10 .075
JNL/S&P Conservative
Growth II .10 .075
JNL/S&P Moderate
Growth II .10 .075
JNL/S&P Aggressive
Growth II .10 .075
JNL/S&P Very Aggressive
Growth II .10 .075
JNL/S&P Equity
Growth II .10 .075
JNL/S&P Equity
Aggressive Growth II .10 .075
</TABLE>
The Board of Trustees approved the S&P Sub-Advisory Agreement at its meeting
held on December 17, 1997.
TRUSTEES' EVALUATION
The Board, including the non-interested Trustees, in approving the Investment
Advisory Agreement and Sub-Advisory Agreement, determined that these Agreements
will enable the S&P Series to obtain services of high quality at costs deemed
appropriate, reasonable and in the best interests of the S&P Series and their
Shareholders.
In reviewing the advisory arrangements for the S&P Series, the Board reviewed
the Series' requirements for advisory and administrative services, the nature
and quality of the advisory and administrative services that were being proposed
by the Adviser and Sub-Adviser and the organizational capability and financial
condition of the Adviser and Sub-Adviser. The Board discussed the ability of the
Adviser and the Sub-Adviser to perform their responsibilities under the
Agreements, including the financial condition of the Adviser and the Sub-Adviser
and the experience and expertise of the personnel of the Adviser and the
Sub-Adviser. The Board reviewed the materials which had been provided to it
regarding the Adviser and Sub-Adviser.
The Board considered the size and structure of the investment advisory fee to be
paid to the Adviser and Sub-Adviser, the economies of scale realized by the
Adviser and shared with the Trust, and the rates charged by other advisers to
similar investment companies. The Board reviewed the performance and fee
information for investment companies with comparable investment objectives
advised by the Sub-Adviser and performance and fee information for investment
companies with comparable investment objectives managed by other advisers. The
Board also considered the conditions and trends prevailing in the economy, the
securities markets and the investment company industry.
Based upon its review, the Board concluded that the Investment Advisory
Agreement and Sub-Advisory Agreement are in the best interest of the S&P Series.
Accordingly after consideration of the above factors, and such other factors and
information that it deemed relevant, the Board, including the non-interested
Trustees, unanimously approved the Investment Advisory Agreement and
Sub-Advisory Agreement and voted to recommend their approval to the Shareholders
of the S&P Series.
PROPOSAL 5
RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
The Board of Trustees, including a majority of the disinterested Trustees, has
selected PriceWaterhouseCoopers LLP, 200 East Randolph Drive, Chicago, Illinois
60601, as independent accountants to be employed by the Trust for the year
ending December 31, 1998, to report on the financial statements of the
Trust. No member of PriceWaterhouseCoopers LLP or any associate thereof has
any direct or indirect financial interest in the Trust or any of its affiliates.
PriceWaterhouseCoopers LLP has served the Trust as independent accountants
since the inception of the Trust in 1995.
Audit services performed by PriceWaterhouseCoopers LLP for the Trust during
the year ended December 31, 1997 consisted of the examination of the financial
statements of the Trust, consultation on financial accounting and reporting
matters, review and consultation regarding various filings with the Securities
and Exchange Commission and attendance at one meeting of the Audit Committee. It
is not expected that any representative of Price Waterhouse Coopers LLP will
attend the Shareholder Meeting.
REQUIRED VOTE
An affirmative vote of the holders of a majority of Shares present in person or
represented by proxy at the Meeting is required to ratify the Board of Trustees'
selection of Price Waterhouse Coopers LLP as independent accountants.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" RATIFICATION OF PRICE WATERHOUSE
COOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE TRUST THE YEAR ENDING DECEMBER
31, 1998.
SUBSTANTIAL SHAREHOLDERS
As of the Record Date, all of the Shares of the Trust were owned by Jackson
National Life, Jackson National Separate Account - I, a separate account of
Jackson National Life, Jackson National Separate Account - II, a separate
account of Jackson National Life, Jackson National Separate Account - III, a
separate account of Jackson National Life and JNLNY Separate Account - I, a
separate account of Jackson National Life Insurance Company of New York. Their
shares will be voted in accordance with voting instructions received from
Variable Contract owners as described under "Voting." As of the Record Date, the
Officers and Trustees of the Trust together owned Variable Contracts which
represent less than 1% of the outstanding shares of the Trust.
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, 1997, 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: August __, 1998
Lansing, Michigan
EXHIBIT A
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, twenty new Series will be added to the Trust and the Trust desires
the Adviser to perform investment advisory and management services for these
Series of the Trust; and
WHEREAS, the Adviser agrees to serve 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. Effective with respect to a Series upon capitalization of such Series,
the Adviser shall serve as the investment adviser and business manager for the
JNL/Alliance Growth Series, JNL/JPM International & Emerging Markets Series,
JNL/PIMCO Total Return Bond Series, JNL/S&P Conservative Growth Series I,
JNL/S&P Moderate Growth Series I, JNL/S&P Aggressive Growth Series I, JNL/S&P
Very Aggressive Growth Series I, JNL/S&P Equity Growth Series I, JNL/S&P Equity
Aggressive Growth Series I, JNL/S&P Conservative Growth Series II, JNL/S&P
Moderate Growth Series II, JNL/S&P Aggressive Growth Series II, JNL/S&P Very
Aggressive Growth Series II, JNL/S&P Equity Growth Series II, JNL/S&P Equity
Aggressive Growth Series II, Goldman Sachs/JNL Growth & Income Series,
Lazard/JNL Small Cap Value Series, Lazard/JNL Mid Cap Value Series, Salomon
Brothers/JNL Balanced Series and Salomon Brothers/JNL High Yield Bond Series.
2. 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:
(*M - Million)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Series $0 to $50 to $100 to $150 to $200 to $250 to $300 to $350 to Over
$50M $100M $150M $200M $250M $300M $350M $500M $500M
JNL/Alliance
Growth Series .775% .775% .775% .775% .775% .70% .70% .70% .70%
JNL/JPM
International
& Emerging
Markets Series
.975% .95% .95% .95% .90% .90% .90% .85% .85%
JNL/PIMCO Total
Return Bond
Series .70% .70% .70% .70% .70% .70% .70% .70% .70%
JNL/S&P
Conservative
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P
Moderate Growth
Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P
Aggressive
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Very
Aggressive
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Aggressive
Growth Series I .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P
Conservative
Growth Series
II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P
Moderate Growth
Series II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P
Aggressive
Growth Series
II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Very
Aggressive
Growth Series
II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Growth Series
II .20% .20% .20% .20% .20% .20% .20% .20% .15%
JNL/S&P Equity
Aggressive
Growth Series
II .20% .20% .20% .20% .20% .20% .20% .20% .15%
Goldman
Sachs/JNL
Growth & Income
Series .925% .90% .90% .90% .85% .85% .85% .80% .80%
Lazard/JNL
Small Cap Value
Series 1.05% 1.00% 1.00% .975% .975% .975% .925% .925% .925%
Lazard/JNL Mid
Cap Value
Series .975% .975% .975% .925% .925% .925% .90% .90% .90%
Salomon
Brothers/JNL
Balanced Series .80% .75% .70% .70% .70% .70% .70% .70% .70%
Salomon
Brothers/JNL
High Yield Bond
Series .80% .75% .70% .70% .70% .70% .70% .70% .70%
</TABLE>
3. 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 17th day of December,
1997.
JNL SERIES TRUST
By: /s/ANDREW B. HOPPING
------------------------------
Name: Andrew B. Hopping
----------------------------
Title: President
---------------------------
JACKSON NATIONAL FINANCIAL
SERVICES, INC.
By: /s/THOMAS J. MEYER
------------------------------
Name: Thomas J. Meyer
----------------------------
Title: Vice President
---------------------------
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 he
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:
(M-MILLION) $0 to $50 to $150 to $300 to Over
$50M $150M $300M $500M $500M
---- ----- ----- ----- -----
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. Government .70% .70% .65% .60% .55%
& 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
The Advisers'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: __________________________
Its: __________________________
JACKSON NATIONAL FINANCIAL SERVICES, INC.
By: ___________________________
Its: ___________________________
EXHIBIT B
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this 2nd day of March, 1998, by and between
JACKSON NATIONAL FINANCIAL SERVICES, INC., a Delaware corporation and registered
investment adviser ("Adviser"), and STANDARD & POOR'S INVESTMENT ADVISORY
SERVICES, 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, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies and limitations;
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to
furnish investment advisory services to the series of the Trust listed on
Schedule A hereto ("Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
In the event the Adviser designates one or more series other than the Fund
with respect to which the Adviser wishes to retain the Sub-Adviser to
render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such series
shall become a Fund hereunder, and be subject to this Agreement.
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 Fund; and
f) the Trust's most recent prospectus and Statement of Additional
Information (collectively called the "Prospectus").
Adviser will furnish the Sub-Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
3. Management. Subject always to the supervision of Trust's Board of Trustees
and the Adviser, Sub-Adviser will furnish an investment program in respect
of, and make investment decisions for, all assets of the Fund and place all
orders for the purchase and sale of securities, all on behalf of the Fund.
In the performance of its duties, Sub-Adviser will satisfy its fiduciary
duties to the Fund (as set forth below), and will monitor the Fund's
investments, and will comply with the provisions of Trust's Declaration of
Trust and By-Laws, as amended from time to time, and the stated investment
objectives, policies and restrictions of the Fund. Sub-Adviser and Adviser
will each make its officers and employees available to the other from time
to time at reasonable times to review investment policies of the Fund and
to consult with each other regarding the investment affairs of the Fund.
Sub-Adviser will report to the Board of Trustees and to Adviser with
respect to the implementation of such program. Sub-Adviser is responsible
for compliance with the provisions of Section 817(h) of the Internal
Revenue Code of 1986, as amended, applicable to the Fund; provided,
however, that the Sub-Adviser shall not be responsible where the
non-compliance of the Fund with Section 817(h) of the Internal Revenue Code
of 1986, as amended, is directly caused by the failure of a registered
investment company in which the Fund invests to comply with such Section.
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 be the responsibility of the Adviser to execute all portfolio
transactions for the Fund and that the Adviser will direct all
incoming cash, maintain the allocations as directed by the Sub-Adviser
and provide all required financial reporting;
d) will report regularly to Adviser and to the Board of Trustees and will
make appropriate persons available for the purpose of reviewing with
representatives of Adviser and the Board of Trustees on a regular
basis at reasonable times the management of the Fund, including,
without limitation, review of the general investment strategies of the
Fund, the performance of the Fund in relation to standard industry
indices, interest rate considerations and general conditions affecting
the marketplace and will provide various other reports from time to
time as reasonably requested by Adviser;
e) will prepare and maintain such books and records with respect to the
Fund's securities transactions and will furnish Adviser and Trust's
Board of Trustees such periodic and special reports as the Board or
Adviser may reasonably 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; and
h) will vote proxies received in connection with securities held by the
Fund consistent with its fiduciary duties hereunder.
4. Expenses. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage
commission, if any) purchased for the Fund (to the extent the foregoing is
applicable).
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. Subject to the preceding sentence, 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 in
accordance with Schedule B hereto, accrued daily and payable monthly on the
average daily net assets in the Fund or Funds excluding the net assets
representing capital contributed by Jackson National Life Insurance Company
(i.e., seed money). From time to time, the Sub-Adviser may, but shall not
be obligated to, agree to waive or reduce some or all of the compensation
to which it is entitled under this Agreement. Any and all payments to the
Sub-Adviser hereunder shall be accompanied by a statement setting forth the
basis for its calculation.
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 Fund and one or more other investment advisory clients of
Sub-Adviser have available funds for investment, investments selected for
each will be allocated in a manner believed by Sub-Adviser to be equitable
to each. Adviser recognizes, and has advised Trust's Board of Trustees,
that in some cases this procedure may adversely affect the size of the
position that the participating Fund 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. Standard of Care and Limitation of Liability. The Sub-Adviser shall
exercise its best judgment and shall act in good faith in rendering the
services pursuant to this Agreement.
Sub-Adviser, its officers, directors, employees, agents or affiliates will
not be subject to any liability to the Adviser or the Fund or their
directors, officers, employees, agents or affiliates 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 Sub-Adviser each agree to indemnify and hold
harmless the other and its officers, directors, employees, agents and
affiliates 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.
In addition, Adviser agrees to indemnify and hold harmless the Sub-Adviser
and its officers, directors, employees, agents and affiliates against any
and all judgments, damages, costs or losses of any kind (including
reasonable attorneys' fees) incurred as a result of any action or
proceeding that arises out of or relates to this Agreement or the Fund and
which does not result in a finding that the Sub-Adviser was negligent or at
fault.
As a condition to a party's right to indemnification hereunder, the
indemnified party shall be required to (a) notify the indemnifying party
promptly of any claim, action or proceeding to which it is entitled to be
indemnified hereunder, (b) grant the indemnifying party sole control of the
defense and/or settlement thereof and (c) cooperate with the indemnifying
party in the defense thereof.
10. Duration and Termination. This Agreement will become effective as to a Fund
upon execution or, if later, the date that initial capital for such Fund is
first provided to it 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,
and in either event approved also by a majority of the Trustees of the
Trust who are not interested persons of the Trust, or of the Adviser, or of
the Sub-Adviser. Notwithstanding the foregoing, this Agreement may be
terminated as to a Fund at any time, without the payment of any penalty, on
sixty days' written notice by the Trust or Adviser, or on ninety days'
written notice by the Sub-Adviser. This Agreement will immediately
terminate in the event of its assignment by either party. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" have the same meanings of such terms
in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally; but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
12 Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
13. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. If any provision
of this Agreement is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement will be binding upon and
shall inure to the benefit of the parties hereto.
The name "JNL 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 the Trust personally, but bind only the assets of the
Trust, and persons dealing with the Fund must look solely to the assets of
the Trust belonging to such Fund for the enforcement of any claims against
Trust.
14. Representations and Warranties of the Sub-Adviser.
The Sub-Adviser hereby represents that this Agreement does not violate any
existing agreements between the Sub-Adviser and any other party.
The Sub-Adviser further represents and warrants that it is a duly
registered investment adviser under the Investment Advisers Act of 1940, as
amended and has provided to the Adviser a copy of its most recent Form ADV
as filed with the Securities and Exchange Commission.
The Sub-Adviser further represents that is has reviewed the post-effective
amendment to the Registration Statement for the Trust 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 or information relating, directly or
indirectly, to 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.
15. 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 this 2nd day of March, 1998.
JACKSON NATIONAL FINANCIAL
SERVICES, INC.
By: /s/ Andrew B. Hopping
_____________________
Name: Andrew B. Hopping
_____________________
Title: President
_____________________
STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, INC.
By: /s/ David Blitzer
_____________________
` Name: David Blitzer
_____________________
Title: VP Standard & Poor's Investment
___________________________________
Advisory Services, Inc.
___________________________________
SCHEDULE A
(Funds)
JNL/S&P Conservative Growth Series I JNL/S&P Moderate Growth Series I JNL/S&P
Aggressive Growth Series I JNL/S&P Very Aggressive Growth Series I JNL/S&P
Equity Growth Series I JNL/S&P Equity Aggressive Growth Series I JNL/S&P
Conservative Growth Series II JNL/S&P Moderate Growth Series II JNL/S&P
Aggressive Growth Series II JNL/S&P Very Aggressive Growth Series II JNL/S&P
Equity Growth Series II JNL/S&P Equity Aggressive Growth Series II
SCHEDULE B
(Compensation)
JNL/S&P CONSERVATIVE GROWTH SERIES I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P MODERATE GROWTH SERIES I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P AGGRESSIVE GROWTH SERIES I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P VERY AGGRESSIVE GROWTH SERIES I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P EQUITY GROWTH SERIES I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES I
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P CONSERVATIVE GROWTH SERIES II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P MODERATE GROWTH SERIES II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P AGGRESSIVE GROWTH SERIES II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P VERY AGGRESSIVE GROWTH SERIES II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P EQUITY GROWTH SERIES II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
JNL/S&P EQUITY AGGRESSIVE GROWTH SERIES II
Average Daily Net Assets Annual Rate
------------------------ -----------
0 to $500 Million: .10%
Amounts over $500 Million: .075%
PROXY
[___________ SERIES]
OF
JNL SERIES TRUST
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 18, 1998
KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of the
_______________________ 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
at the offices of Jackson National Life Insurance Company, 5901 Executive Drive,
Lansing, Michigan 48911 on September 18, 1998, at 9:30 a.m., local time, and at
any adjournment thereof ("Meeting"), as follows:
1. To elect five trustees to serve until their respective successors are
elected and have qualified: Joseph Frauenheim, Robert A. Fritts, Andrew B.
Hopping, Richard McLellan and Peter McPherson
FOR electing all WITHHOLDING AUTHORITY ABSTAIN FROM
( ) ( ) ( )
nominees listed except to vote for all nominees
as indicated below listed
To withhold authority to vote for any individual nominee, please write his name
below and the number of shares withholding authority to vote for such nominee:
Name of Nominee Amount of Shares Withholding Authority
- -------------------------------- --------------------------------------
- -------------------------------- --------------------------------------
2. (ALL SERIES EXCEPT S&P SERIES)
To approve an Administrative Fee of .10% of the average daily net assets of
each Series payable to Jackson National Financial Services, LLC, the
Adviser to the Trust, for operational services. This fee replaces the
current other operating expenses of the Trust.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3.a. To approve the modification of the fundamental investment policy of each
Series of the Trust concerning securities lending, as described in the
accompanying Proxy Statement
FOR ( ) AGAINST ( ) ABSTAIN ( )
3.b. To approve the modification of the investment policy of each Series of the
Trust concerning restricted securities, as described in the accompanying
Proxy Statement
FOR ( ) AGAINST ( ) ABSTAIN ( )
4.a. (ALL S&P SERIES ONLY)
To approve the Amended Investment Advisory and Management Agreement between
the Trust and Jackson National Financial Services, LLC dated August 17,
1995, as amended
FOR ( ) AGAINST ( ) ABSTAIN ( )
4.b. (ALL S&P SERIES ONLY)
To approve the Investment Sub-Advisory Agreement between Jackson National
Financial Services, LLC and Standard & Poor's Investment Advisory Services,
Inc.
FOR ( ) AGAINST ( ) ABSTAIN ( )
5. To ratify the Board of Trustees' selection of Price Waterhouse Coopers LLP
as the independent accountants of the Trust for the year ending December
31, 1998
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: ____________________, 1998
Jackson National Life Insurance Company
___________________________________________________
Name of Insurance Company
___________________________________________________
Name and Title of Authorized Officer
___________________________________________________
Signature of Authorized Officer
____________________________ SERIES
Name(s) of Separate Account(s)
of the Insurance Company
Owning Shares in this Series:
______ SEPARATE ACCOUNT
__________________________________
__________________________________
__________________________________
TOTAL SHARES OF THIS SERIES
OWNED AND BEING VOTED BY THE
INSURANCE COMPANY:
__________________________________
_____________________ SERIES ("Series")
INSTRUCTIONS TO JACKSON NATIONAL LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
JNL SERIES TRUST TO BE HELD ON SEPTEMBER 18, 1998
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 units held by the undersigned at a special meeting
of shareholders of the Trust to be held at 9:30 a.m., local time, on September
18, 1998, at the offices of Jackson National Life Insurance Company, 5901
Executive Drive, Lansing, Michigan and at any adjournment thereof, as indicated
on the reverse side.
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 and title. Joint owners should each sign this
proxy. Please sign, date and return.
Dated:______________________________________, 1998
__________________________________________________
Signature(s)
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 BELOW 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 THE SHARES IN THE SAME
PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Please vote by filling in the boxes below.
<TABLE>
<CAPTION>
IN FAVOR WITHHOLDING ABSTAIN
All nominees Authority
listed at left
(except as marked
to the contrary).
------------------------ ------------- --------
<S> <C> <C> <C>
1. To elect five trustees to serve until their [ ] [ ] [ ]
respective successors are elected and have
qualified: Joseph Frauenheim, Robert A. Fritts,
Andrew B. Hopping, Richard McLellan and
Peter McPherson
- -----------------------------------------------
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S) WRITE THE NAME(S) ON
THE LINE PROVIDED ABOVE.)
FOR AGAINST ABSTAIN
--- ------- -------
2. (ALL SERIES EXCEPT S&P SERIES) [ ] [ ] [ ]
To approve an Administrative Fee of .10%
of the average daily net assets of each Series
payable to Jackson National Financial Services,
LLC, the Adviser to the Trust, for operational
services. This fee replaces the current
other operating expenses of the Trust.
3.a. To approve the modification of the fundamental [ ] [ ] [ ]
investment policy of each Series of the Trust
concerning securities lending, as described in the
accompanying Proxy Statement
3.b. To approve the modification of the investment [ ] [ ] [ ]
policy of each Series of the Trust concerning
restricted securities, as described in the
accompanying Proxy Statement
4.a. (ALL S&P SERIES ONLY)
To approve the Amended Investment Advisory and [ ] [ ] [ ]
Management Agreement between the Trust and
Jackson National Financial Services, LLC dated
August 17, 1995, as amended
4.b. (ALL S&P SERIES ONLY)
To approve the Investment Sub-Advisory Agreement [ ] [ ] [ ]
between Jackson National Financial Services, LLC
and Standard & Poor's Investment Advisory Services,
Inc.
5. To ratify the Board of Trustees' selection of [ ] [ ] [ ]
Price Waterhouse Coopers LLP as the independent
accountants of the Trust for the year ending
December 31, 1998
</TABLE>
IMPORTANT: Please sign on the reverse side.
